BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO VERIFIED APPLICATION

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BEFORE THE OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF THE APPLICATION OF WINDSOR ENERGY GROUP, LLC, DIVIDE CREEK FIELD MESA COUNTY AND GARFIELD COUNTIES, COLORADO CAUSE NO.: DOCKET NO. VERIFIED APPLICATION COMES NOW, the Applicant,, by and through its attorneys, POULSON, ODELL & PETERSON, LLC, and makes application to the Oil and Gas Conservation Commission of the State of Colorado for an order to vacate the spacing in certain designated drilling and spacing units in the Divide Creek Field in Garfield County, Colorado. In support thereof, Applicant states as follows: APPLICATION LANDS An affiliated company of Applicant is the owner of interests in oil and gas leases in part or all of the following described spacing units in the Divide Creek Field established for production of gas from the Cretaceous Mesaverde Formation from sections identified as the Upper, Middle and Lower Divide Creek pay zones: Township 7 South, Range 91 West, 6th P.M. Section 15: All Section 16: All Section 17: All Section 18: All The lands described above are referred to as Application Lands. EXISTING ORDERS In Cause No. 143, Order No. 143-1 dated April 26, 1960, the Oil and Gas Conservation Commission established drilling units for the Divide Creek Field for production of gas from the Cretaceous Mesaverde Formation from sections identified as the Upper, Middle, and Lower Divide Creek pay zones. The order establishes 640-acre drilling and spacing units in the Application Lands, among other lands. The order provides that the permitted well in each drilling unit be no closer that 3,750 feet to the nearest well drilling to or capable of production from the Mesaverde Formation, and not closer than 900 feet to the boundaries of the drilling unit upon which it is located. By Cause No. 143, Order No. 143-2 (corrected) dated December 11, 1989, as of November 20, 1989, the Oil and Gas Conservation Commission modified Order No.

143-1 to delete complete sections or parcel sections of land from the provisions of Order No. 143-1. None of the Application Lands are deleted from the provisions of Order No 143-1 by Order No. 143-2 (corrected). The deleted lands were those located in the Divide Creek Unit. In Cause No. 143. Order No. 143-3 dated February 28, 1990, as of February 20, 1990, the Oil and Gas Conservation Commission amended the lands subject to Order No. 143-1, as amended by Order No. 143-2 (corrected), to delete certain specified lands from the provisions of Order No. 143-1, as amended by Order No. 143-2 (corrected). None of the Application Lands were deleted from the provisions of Order No. 143-1, as amended by Order No. 143-3. The Application Lands remain subject to terms and provisions of Order No. 143-1, as amended by Order No. 143-2 (corrected), and Order No. 143-3. APPLICATION Applicant requests that Order No. 143-1, Order No. 143-2 (corrected), and Order No. 143-3 be vacated as to the Application Lands for the reasons stated below. Except for Section 18, no drilling activity has been conducted on or production established on the Application Lands. With respect to Section 18 of the Application Lands, a well was drilled from a surface location on Section 7 of Township 7 South, Range 91 West and was bottom-holed within the Williams Fork Formation partially within Section 18. This well has been producing from the Williams Fork Formation since November, 2005. This well was not drilled by Applicant but was drilled by the predecessor-in-interest to Applicant s affiliated company. Upon information and belief, Applicant believes this well was unintentionally drilled downhole into Section 18. Vacation of Cause No. 143-1, Cause No. 143-2, and Cause No. 143-3 with respect to the Application Lands will not affect correlative rights of any parties. Conservation of the time and resources of the Commission will be served if Order No. 143-1, Order No. 143-2 (corrected), and Order No. 143-3 are vacated as to the Application Lands. To prevent waste, to protect correlative rights, to ensure the proper and efficient development of the Mesaverde Formation, and to ensure the greatest recovery of gas and associated hydrocarbons from the Mesaverde Formation, applicant requests that, after notice and hearing as provided by law, the Commission issue its order providing that the Application Lands should be deleted from Order No. 143-1, Order No. 143-2 (corrected), and Order No. 143-3, and that further development of the Application Lands be subject to the rules and regulations of the Oil and Gas Conservation Commission. GENERAL PROVISIONS

Applicant states that to the best of its information and belief Exhibit A attached to this Verified Application is the list of the names of owners required to be notified in accordance with Commission Rule 507 covering the Application Lands. WHEREFORE, Applicant respectfully requests that this matter be set for hearing by the Commission; that notice hereof be given as required by law; and that upon hearing this Commission issue its order granting this Application as requested. Applicant further requests that the Commission in its order grant such other provisions as the Commission may find to be necessary or desirable in the cause. DATED this 17 th day of April, 2006. Respectfully submitted, Applicant's Address: 14313 North May, Suite 100 Oklahoma City, Oklahoma 73134 BY: William A. Keefe POULSON, ODELL & PETERSON, LLC 1775 Sherman Street, Suite 1400 Denver, Colorado 80203 (303) 861-4400

VERIFICATION STATE OF OKLAHOMA ) ) ss COUNTY OF ) John H. Witten, Landman of, upon oath, deposes and says that he has read the foregoing Verified Application before the Oil and Gas Conservation Commission of the State of Colorado, and states that the matters contained therein are true to the best of his knowledge and belief. John H. Witten Subscribed to and sworn to before me this day of April, 2006 by John H. Witten, Landman of. My Commission expires: Notary Public

EXHIBIT A Attached and made a part of the Verified Application of 14313 North May, Suite 100 Oklahoma City, OK 73134 United States Dept. of the Interior BLM 2850 Youngfield Street Lakewood, CO 80215 The Ron Rogers & Lisa Specht Living Trust 1875 Century Park E., Suite 300 Los Angeles, CA 90067 William A. Keefe POULSON, ODELL & PETERSON, LLC 1775 Sherman St., Suite 1400 Denver, CO 80203 Mark Bean Garfield County 144 E. 3 rd Rifle, CO 8650 Doug Riley Mesa County 7500 Main Street Grand Junction, CO 81502-5022

OIL AND GAS CONSERVATION COMMISSION OF THE STATE OF COLORADO IN THE MATTER OF THE APPLICATION OF WINDSOR ENERGY GROUP, LLC, DIVIDE CREEK FIELD MESA COUNTY AND GARFIELD COUNTIES, COLORADO CAUSE NO. DOCKET NO. AFFIDAVIT OF MAILING STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) William A. Keefe of lawful age, and being first duly sworn upon his oath, states and declares: That he is the attorney for, that on April 17, 2006, he caused a copy of the attached Application in the subject docket to be deposited in the United States Mail, postage prepaid, addressed to the parties listed on Exhibit A to the Application. William A. Keefe Subscribed and sworn to before me on April 17, 2006. Witness my hand and official seal. My commission expires: July 22, 2007 Notary Public