B EFOR E THE CORPORATION COMMISS I ON OF TH E STA TE OF OKLAHOM A

APPLICANT : AMOCO PRODUCTIONCOMPANY

RELIEF SOUGHT : CREATION OF THEPRAIRIEDALE UNiT ANDAUTHORIZATION THEREOFAS ENHANCED RECOVERYPROJECT

LEGAL DESCRIPTION : Sections 26 , 27 , 34 , 35 ,Township 1 North ,Range 5 West of theIM , and Section 2 ,Township 1 South ,Range 5 West of theIM , Stephens County ,Oklahoma .

ORDER OF THE COMMISSION

Cause CD No . 140543

Order No .

327124

This Cause came on for hea ring before K athy McKeown, Hearing Officerfor the Corporation Commission of Okl ahoma, on the 26th day of May, 1988, inthe assigned Hearing Officer's courtroom, Jim Thorp e Building, Oklahoma City,Oklahoma, for the purpose of taking testimony and reporting to the Commissionpursuant to the notice given as required by law and the rules of the Commission .

John R . Reeves, Attorney, appeared for Applicant, Amoco ProductionCompany ; H . Trattner, Attorney, appeared for Okmar Oil Co . ; Charles L . Mullins,Attorney, appeared for Samedan Oil Corporation ; Ed Sanabria, Jr ., 1604 NormandieDrive , Norman, Oklahoma 73072, appeared for Patrick Brown, Trustee for MarieOtilia Garcia and Francis L . Brown ; Paul Swafford, 11211 N . May, Suite 402,Oklahoma City, Oklahoma 73120, appeared for Hal G . McKnight et al . ; and BenJackson, Acting Deputy G e neral Counsel for Conservation, filed notice ofappearance for the Commission .

After hearing the evidence presented and being fully advised in thepremises, the Hearing Officer filed her report recommending that the reliefrequested in this Cause be granted based upon the evidence presented, whichreport and recommendation are hereby adopted, and the Commission thereforefinds and orders as follows :

FINDING S

1 . Amoco Product ion Company i s request i ng the Comm i ss ion herein toenter a n orde r creati ng the Pra i r iedale U n it a nd approving the P l a n ofUn itizat ion in connection the rewith , w ith such u n it hav ing as its purpose theunit ized man agement , operation and further development of the Marchand commonsource of supp ly under lyi ng the follow ing desc ribed lands In Stephens County,Oklahoma :

Townsh ip 1 North , Range 5 West of the IM ,

Wi SWI of Section 26

El SE} NW4 ; W4 NE} ;S1 SE} NEI ; SEJ ; andEj Ej SWI of Section 27

NEI NWi; NEI ; an dEj Ef SEI of Section 34

W1 of Section 35

NumberTract Description ofNo. Of Land Acres

7 Township I North, Range 5 WestSection 27 : S/ 2 SW/4 SE/4

Basic Royaltyand

Percen[a¢e

20 .00 Lena M. FrensleyAngelena F . LenehanSusan Claire Mille rRay Bradford Mille rRobert Trent Mille rSue F . M ille rCl aude L . Frensley, J rAngie Moss, Trus tQuintin Little Co .Corinne Marie WhirlowFrensley

Paul ine Green McKnightFrank Morris Ford, Jr .Edith GreenSusan WagnerHal G . HcKnightJerry Ann Love

* of 12 .5% Royalty

8 Township 1 North , Range 5 WestSection 27 : W/2 NE/4 SE/4

20 .00 Paul ine Green McKnightJerry Ann LoveHa l G . McKn ightFrank Morris Ford, Jr .Edith GreenSusan Wagne r

* of 12 .5X Royalty

EXHIBIT "A"

TABLE 2AND KIND OF OWNERSHIP

k

8 .0358%2 . 6785%1 .4920%1 . 4920%1 . 4920%

10 . 5473%9 . 0553%3 . 5713%8 .0645%3 . 571 3%

16 . 6667$9 .5052%4 .6875%2 . 4738%8 . 3334%8 . 3334%

~

33 .333%16 .667%16 .667%19 .010%9 . 375%4 . 948%

Page 6

Overriding Royalty Working Interestand and

Percentage Percentage

Amoco Production Company 2 .734375% Samedan Oil Corp. 100 .00%

None Samedan Oil Corp. 100 .00%

TAB557

EXHIBIT "A"

Tract DescriptionNo. Of Land

Page 7

Number Basic Royalty Overriding Royalty Working Interestof and and and

Acres Percentage Percentage Percentage

9 Township I North, Range 5 West 50 . 00Section 27 : E/2 NE/4 SE/4 ,

W/2 SE/4 SE/4,NE/4 SE/4 SE/4

10 Township I North, Range 5 West 10 . 00Section 27 : SE/4 SE/4 SE/4

Pauline Green McKnightJerry Ann LoveHal G . McKnightFrank Morris Ford, Jr .Edith GreenSusan Wagne r

* of 12 .5x Royalty

Pauline Green McKnight

Jerry Ann LoveHal G . NcRnightFrank Morris Ford, Jr .Edith GreenSusan Wagner

* of 12 .5X Royalty

11 Township I North, Range 5 West 60 .00Section 26 : NW/4 SW/4 ,

W/2 SW/4 SW/4

Jerry Ann LoveHal G . McKnightPauline Green McKnightFrank Morris Ford, Jr .Edith GreenSusan Wagner

T

33 . 333%16 . 667%16 .667%19 . 010%9 .375%4 . 948%

~

33 .333%16 . 667%16 . 667%

19 . 010%

9 . 375%4 . 948%

~

16 .667%16 .667°L33 .333%19 .010%9 .375%4 .948%

None

Amoco Production Company 10 .9375%

None

Amoco Production Company 100 .00%

12 .500%12 .500%59 . 376%

6 . 250%6 . 250%1 .562%1 . 562%

W . J . Holliday, TrustMa rtin AndersonMson CompanyMilton Schonwald

Harry Paramore

E . W . Coo k

Fredrick Strothma n

Amoco Production Company 1 00 . 00%

* of 12 .5x Royalty

TAB557

EXHIBIT "A"TABLE 2

PER CENT AGE AND KIND OF 01 OF OI

Page 8

STEPHENS

Tract

No .

12

13

1 4

Number Basic Royalty Overriding Royalty Working Interest

Description of and and and

Of Land Acres Percentage Percentage Percenta ge

Township 1 North , Range 5 West 20 .00Section 26 : E/2 SW/4 SW/ 4

Township 1 North , Range 5 West 40 .00Section 34 : NE/4 NW / 4

Township 1 North, Range 5 West 40 . 00

Sect ion 34 : NW/4 ,NW/ 4

Jerry Ann LoveHal G . McKnightPauline Green NcKnightFrank Morris Ford, Jr .Edith GreenSusan Wagner

* of 12 .5X Royalty

Pauline Green HcKnightJerry Mn LoveHal G . HcKnig6tFrank Morris Ford, Jr .Edith GreenSusan Wagner

* o f 12 .5X Royalty

Pauline Green McKnightJerry Ann LoveHal G . McKnightFrank Morris Ford, Jr .Ed ith GreenSusan Wagne r

* o f 12 .5% Royalty

~

16 .667%16 . 667%33 . 333X,19 . 010%9 .375%4 . 948`X

33 . 33 3%16 . 667 %16 . 667%19 . 010$9 .375%4 . 948%

~

33 .333%16 . 667%16 .667%19 . 010%9 .375%4 . 948%

Amoco Production Company 10 .9375% Samedan Oil Corp

Amoco Production Company

Sonat Exploration Co .Alan Miller

Maurice NewtonTaft Schribe rSchafer Engineering, Inc

Alco Oil & Gas Corp .

Blaez Corp .

Walter M . Benson

Oliver BensonDonald H . Benson

2 .734375% Samed an Oi l Corp

0 .683590%0 .003410%0 .008540%0 . 008540%0 .068300%1 .209900%0 . 068300%0 . 056963%0 . 056963%0 .056963%

Samedan Oil Corp

100 . 00%

100 .00%

100 . 00%

TAB557

Page 9

Number Basic Royalty Overriding Royalty Working Interest

T ract Description of and and andNo. Of Land Acres Percentage Percentage Percenta ge

15 Township 1 North, Range 5 WestSect io rt 34 : NE/ 4 NE/4

40.00 Paul ine Green McKnigh t

Jerry Ann LoveHal G . McKnight

Frank Morris Ford, Jr .Edith Green

Susan Wa gner

* of 12 .5X Royalty

16 Townsh ip ] North , Range 5 WestSection 34 : SW/4 NE/4

40 . 00 Pauline Green HcKnigh tJer ry Ann Love

Hal G . McKnightFrank Morris Ford, Jr .

Edith Green

Susan Wagner

* of 12 .5X Royalty

x

33 . 333%16 .667%16 . 667%19 . 010%9 .375%4 . 948%

33 . 333$16 .667%16 . 667%19 . 010%9 . 375%4 . 948%

None Amoco Production Company 100 .00%

None Amoco Production Company

H . Huffman & Co .

National Coop . Ref . Assoc

(NCRA)

PDI, Inc .Shafer Engineering, Inc .

Hardly-Able Oil, Inc .

Blaez Corp .

25 .6250%5 . 0000%

31 .3125%

8 .06257;2 .5000%

25 . 0000%2 .5000%

TAB557

SHOWING

NIBIT "A"

TABLE 2

K I ND OF 0

0 .00684%0 .01700%0 .13670%2 .41990%0 . 1 3670%0 . 01700%0 .13672%0 .00171%2 . 43700%0 . 1 3672%0 .00384%0 . 00865%

GAS INTERESTS

Number Basic Royalty Overriding Royalty Working InterestTract Description of and and andNo. Of Land Acres Percentage Percentage Percen[age

1 7

18

Township I North, Range 5 WestSection 34 : SE/4 NE/4

40 .00 Ethel BrownRuth Lee DrakeJack DrakeDale Dra keRowena BethanyB il lie Joe Henry

* of 12 .5% Royalty

Township 1 North , Range 5 West 60 .00Section 35 : NW/4 NW/4 ,

W/2 SW/4 NW/4

Jerry Mn LoveHal G . McKnightPauline Green McKnightFrank Morris Ford, Jr .Edith GreenSusan Wagne r

* of 12 .5x Royalty

~

50 .00'/, Alan Hiller

1 0 .00% Maurice Newton10 .00% Schafer Engineering, Inc .10 .00% Alco Oil & Gas Corp .

20 . 00x Blaez Corp .

10 .00% Taft Schreibe r

Schafer Engineering, Inc .Fredrick H . Peyse r

Ladd Petroleum Corp .Blaez Corporation

Concord Oil CompanyEnex Resources Corp .

Limited Partnershi pEnex Resources Corp .

Operating Rights Payment

16 .667%16 . 667%33 .333%19 . 010%9 .375%4 . 948%

Amoco Production Co mpany

Grace Petroleum Corp .

Page 1 0

75 . 00%25 .00%

0 .00289%

'='~Overriding Royalty Burdens to beborne 50% Grace Petroleum Corp .

and 50% Amoco Production Company

Fred & Patricia StrothmanTotal Petroleum, Inc .

Alco Oil & Gas Corp .

Alan MillerMaurice Newton

Blaez Corporation

Taft Schreibe rSchafer Engineering, Inc .

~1 . 3672;(2 .7344%2 .4199%0 .0068%0 .0171%0 . 1 367%0 .0171%0 .1367%

Anson Corporation 100 . 00%

^^Affects an undivided 50% of the

working interest only

TAB557

EXHIBIT "A"

TABLE 2

SHOWING THE PERCENTAGE AND KIND OF OWNERSHIP OF OIL ANDPRAIR I

Page 1 1

Number Basic Royalty Overriding Royalty Working Interest Tract Description of and and and

No. Of Land Acres Percentage Percentage Percentage

~

19 Township 1 North, Range 5 West 10 .00 Jerry Ann Love 18 .391% None Paul Swafford 90 .625%Section 35 : NE/4 SW/4 NW/4 Hal G . McKnight 18 .391% Edith Green 9 .375%

Pauline Green McKnight 36 .781 %Frank Horris Ford, Jr . 20 .977%Susan Wagner 5 .460%

*of 18 .75% Royalty andborne 100% by Paul Swafford

TAB557

EXHIBIT "A"TABLE 2

SCHEDULE SHOWING THE L AND GAS INTERESTS

Page 1 2

Number Basic Royalty Overriding Royalty Working InterestTract Description of and and andNo. Of Land Acres Percentage Percentage Percentage

20

TAB557

Township 1 North , Range 5 WestSection 35 : SE/4 SW/4 NW/4

10 .00 Sallie HcLendon Ford - All12 .5X Royalty

Milton Schonwald 31 .25%Harry Paramore 31 .25%Merchants National Bank 12 . 50%John F . Riddell, Jr. & 5 .43%U . S . Trust of N . Y . ,Trustees (6B )

John F . Riddell, Jr ., 2 . 84%Dorothy Riddell Thatche r& U . S . Trust Co . of N . Y . ,Trustees (8B )

Dorothy Riddell Thatcher & 5 . 43%U . S . Trust Co . of N . Y . ,Trustees (6A)Dorothy Riddell Thatcher, 2 . 84%John F . Riddell , Jr . , &U . S . Trust Co . of N . Y .(SA)

U . S . Trust Co . of N . Y . 1 . 09%Trustee for the benefi tof Dorothy Riddell That cher

Do rothy Riddell That cher, 3 . 14%Individually

John F . Riddell, Jr. 4.23%Individually

*Fred & Patr i cia Strothman**Fred & Patri c ia Strothman**Total Petroleum, In c .**Alco Oil & Gas Corp .**Alan Miller**Maurice Newton

'Blaez Corporation~'*Taft Schriebe r**Schafer Engin eering, Inc .

1 . 3672%1 .3672%2 . 7344%2 .4199%0 . 0068%0 .0171%1 .1367%0 .0171%0 .1367%

*Affects all of Merchants National

National Bank work i ng i nterest .

^`*'Affects 20% of Milton Schonwaldand Harry Paramore ' s workinginterest (6 .25% each) .

EXHIBIT "A"TABLE 2

TTE PERCENTAGE AND KIND OF 0

STEPHENS

Number Basic Royalty Overriding RoyaltyTract Description of and andNo. O f Land Acres Percentage Percentage

21

~

Township 1 North, Range 5 West 20 .00 Jerry Ann Love 16 .667% Amoco Production Company 10 .9315%Section 35 : W/2 NE/4 NW/4 Hal G . McKnight 16 .667%

Pauline Green McKnight 33 .333%Frank Morris Ford, Jr . 19 .010%Edith Green 9 .375%Susan Wagner 4.948%

* of 12 .5X Roya l ty

22 Township 1 North , Ra nge 5 WestSection 35 : E/2 NE/4 NW/4 ,

N/2 SE/4 NW/4

40 .00 Jerry Ann LoveHal G . McKnightPauline Green McKnightFrank Morris Ford, Jr .Edith GreenSusan Wagner

*

16 .667%16 .667%33 . 333%19 . 010%9 .3 75%4 . 948%

Amoco Product ion Company 8 . 2031X,

* of 12 .5X Royalty

Working Interestand

PercentaQe

Samedan Oil Corp

Norville Oil Co .

JCV CompanyOkmar O i l Co .Matzliach, L . P .

Robert M . Beren, L . P

Page 13

100 .00%

23 .125%1 .875%

45 . 000%15 . 000%15 . 000%

TAB557

SCHEDULE SHOWING THE

"A"2

OWNERSHIP OF OIL AND

) UNIT AREA

INTERESTS

Page 14

Number Basic Royalty Overriding Royalty Working InterestTra ct Description of and and andNo . Of Land Acres Percentage Percentage Percentage

23

24

Township 1 North , Range 5 WestSection 35 : S/2 SE/4 NW/4

Township 1 North , Range 5 WestSectioa 34 : NE/4 NE/4 SE/4

20 . 00 Sallie HcLendon Ford - All12 . 5% Royalty

10 .00 Ethel BrownRuth Lee DrakeJack Dra keDale D ra keRowena BethanyBillie Joe Henry

* of 12 .5X Royalty

~50 .00%10 . 00%10 .00%10 . 00%10 .00%10 . 00%

None Thomas F . HeadersNorvi lle Oil Co .

Okmar Oi l Co .Hatzliach, L . P .

Robert M . Beren, L .P .

Logan D . Campbel lJohn E . CampbellMildred Carol Campbell

Ifargare[ Gibbons SimpsonH . Max Neaves0 . J . Emery, Estate

A rlee WashingtonCordie HcKnight

E . E . EmeryJo Annette M iller

Emevest I IJohn B . Headers

**Amoco Production Company 5 . 4687500% Robert M . Boyle*^Total Petroleum, Inc . 2 . 7343750X, Preston Carter**Grace Petroleum Corp 1 .3671875% Henry H . Cate, Jr*~'Sonat Exploration Co . 1 . 3671875% Martha Newel l

**Borne by all working interests .

4 .165%25 .000%30 .417%10 . 139%10 .139%

3 . 442%4 .820%0 . 073%2 .083%2 .083%0 . 695%0 . 695$0 . 695X0.347%0 .347%0 . 695X4 . 165%

12 .5%37 . 5%25 . 0%25 . 0%

TAB557

EXFIT

SHOWING THE PERCENTAGE AND KPRAIRIEDALE (M

STEPHENS C

Number Basic RoyaltyTract Description of andNo . Of Land Acres Percentage

25 Township 1 North , Range 5 West 10 .00 Ethel BrownSection 34 : SE/4 NE/4 SE/4 Ruth Lee Dra ke

Jack Dra ke

Dale Dra ke

Rowena Bethany

B illie Joe Henry

* of 12 .57, Royalty

INTERESTS

Pa ge 15

Overriding Royalty Working Interest

and and

Per centage Percentage

~

50 . 00% Sonat Exploration Co . 0 . 683593'/, Sonat Exploration Co . 50 . 00'x

10 . 00% Total Petroleum, Inc . 3 . 417968% Grace Petroleum Corp . 50 . 00%

10 . 00% Grace Pet ro leum Co . 0 . 683593%

10 . 00%10 .00%10 . 00%

TAB557

EXHIB IT "A"TABLE 2

SHOWING TF E PERCENTAGE AND KIND OF 0

Number Basic RoyaltyTract Description of andNo . Of Land Acres Percentage

26 Town ship 1 North , Range 5 Wes tSec tion 35 : W/2 NW/4 SW/4

20 .00 Nicholas B . Stanley, JrViolet StrongWinell Gaidarof fDarriess Carter StanleyMarion StanleyFlorence Thompso nEdna Lee RichardsonJanice Papst B . Dugge rMrs . Willie Landi sMajorie L . Mitchel lLawrence R . Papst I IDonald RayJerry Randall Ra yBarbara Sue SandersHelen V . SwigartC . C . CampMrs . Correne EastwoodHerman C . StanleyDonald G . StanleyNorman W . StanleyAndrew L . StanleyRaymond E . Reynold sOwen D . ReynoldsClarence W . ReynoldsRoy T . Davi sWoodrow W . Jones

13 .3930%1 .3890%1 .3890%4 .1667%1 .5377%1 .5377%1 .5377%3 .1250%1 .5377%4 .4642%3 .1250%1 .4881%1 .4881%1 .4881%4 .4642%6 .2500%0 .2232%0 .2232%0 .2232%0 .2232%

13 .6905%4 .4642%4 .4642%4 .4642%6 .2500%

13 .3929%

*of 1 2 .5X Royalty

P OI L AND GAS INTERESTS

Overriding Royalty

and

Percenta¢e

Non e

1¢Page

Working Inte restand

Percenta¢e

Amoco Production Company 100 . 00%

TA$557

SCHEDULE SHOWING THE PE

EXHIBIT "A"TABLE 2

D KIND OF OWNERSHIP OF

(MARCHAND) UNIT AREAS COUNTY . OKLAHOMA

L AND GAS INTERESTS

Page 1 7

Number Basic Royalty Overriding Royalty Working InterestTract Description of and and andNo. Of Land Acres Percentage Percentage Percentage

27 Township 1 North, Range 5 WestSection 35 : E/2 NW/4 SW/4

20 .00 Sa llie McLendon Ford - All12 .5X Royalty

None Thomas F . Headers

Norville Oil Co .

Okmar Oil Co .

17atzliach, L .P .Robert N . Beren, L .P .

Logan D . Campbel l

John E . Campbel l

Hildred Carol Campbel l

Margaret Gibbons Simpson

H . Max Neaves

0 . J . Emery, Estate

Arlee Washington

Cordie McKnight

E . E . EmeryJo Annette Miller

Emevest I IJohn B . Headers

4 . 1 65%25 . 000%30 .417%10 . 139%10 . 139%.

3 . 442%4 .820%0 . 073%2 .083%2 .083%0 .695%0 .695%0 .695%0 .347%0 . 347'X0.695%4 . 165%

TAB55 7

SCHEDULE SHOWING

T " A "

OF OIL AND GAS

Page 1 8

Number Basic Royalty Overriding Royalty Working InterestTract Description of and and andNo . Of Land Acres Percentage Pe rcentage Percentage

28 Township 1 North , Range 5 Wes tSection 35 : NW/4 NE/4 SW/4

10 . 00 Sallie HcLendon Ford - All

12 .5% Royalty*Total Petroleum, Inc .

*Alco Oil & Gas Corp .*Alan Mille r

*Maurice Newton*Blaez Corp .

*Taft Schriebe r*Schafer Engineering, Inc

2 .7344%2 .4199%0 .0068%0 .0171%0 . 1 36 7°/,0 .0171%0 . 1 367%

*Affects 20% of Milton Schonwald

& Harry Paramore's workinginterest (6 .25% each) .

'A'^1'otal Petro leum, Inc .

**Alco Oil & Gas Corp .

%Y'Alan Hille r

**Maurice Newton**Blaez Corp .

**Taft Schrieber

**Schafer Engineering, Inc

**Frederick & Patri c iaStrothman

2 .7344%2 .4199%0 .0068%0 . 01 7 1 %0 .1367%0 .0171%0 .1367%

1 .3672%

**Affects all other Working InterestOwners (37 . 5%) except Schonwald &

Pa ramo re .

Hilton Schonwald

Harry ParamoreMerchants Natl Bank & TrtJohn F . Riddell Jr . &U . S . Trust Co . of N . Y . ,Trustees (6B )

John F . Riddell Jr .,

Dorothy Riddell Thatcher& U . S . Trust Co . of N . Y . ,Trustees (88 )

Dorothy Riddell Thatcher &U . S . Trust Co . of N . Y . ,Trustees (6A )

Dorothy Riddell Thatcher,

John F . Riddell Jr . , and

U . S . Trust Co . of N . Y . (8A)

U . S . Trust Co . of N . Y .Trustee for the benefit o

Dorothy Riddell Thatcher

Do rothy Riddell Thatcher,Individually

John F . Riddell, Jr .Individually

3 1 . 25y,31 .25%12 .50%5 . 43%

2 . 84%

5 . 43%

2 . 84%

1 . 09%f

3 .14%

4 .23%

TAB557

Page 19

TractNo .

DescriptionOf Land

Numberof

THE PERCENTAGE AND

Basic Royal tyand

OWNERSHIP OF OIL AND GAS INTERESTS

Overrid ing Royaltyand

Working Interestand

Acres Percentag e Percentage Percentage

29 Township 1 North, Range 5 WestSection 35 : SW/ 4 NE/4 SW/ 4

10 . 00 Sallie McLendon Ford - All12 .5% Royalty

Total Petro leum Inc . 2 . 7344'J.Al co Oil & Gas Corp. 2.4199%A lan Miller 0.0068%Maur ice Newton 0 .0171%Blaez Corp. 0.1367%Taft Schreiber 0 .0171%Schafer Engineering, Inc . 0 . 1367%Fredrick & Pat Strothan 1 . 3672'/.Bobby R . Perkins 4 .6875%John F . Riddell Jr. & 0.0371%U . S . Trust Co . of N . Y . ,Trustees (6B)

John F . Riddell Jr . , 0 .0194%Dorothy Riddell Thatche r& U . S . Trust Co . of N . Y .

Trustees (8B)

Dorothy Riddell Thatcher & 0 .0371%U . S , Trust Co . of N . Y . ,

Trustees (6A )Do rothy Riddell Thatcher, 0 .0194%John F . Riddell Jr . , andU . S . Trust Co , of N . Y . (8A )

O . S . Trust Co . of N . Y. 0.0075%Trustee for the benefit ofDo rothy Riddell Thatche r

Dorothy Riddell Thatcher, 0 .0215%

Individually

John F . Riddell, Jr. 0.0289%Individu a ll y

Me rchants Natl . Bank & Trt 0 . 0854%Thomas E . Mat son 0 . 0023926%

Dennis F . Smith 10 .00%Melvin & Floriene Krewell 8 .00%Patrick D. Sullivan 5 .00%Westerly Petroleum Co. 10 .00%Lambert Company 67 .00%

TAB557

EXHIB IT "A"

TABLE 2SCHEDULESHOWING THE PERCENTAGE AND KIND OF OWNERSHIP OF OIL A ND

PRAIRIEDALE (MARCHAND) UNIT AREA

STEPHENS COUNTY, OKLAHOMA

TractNo .

30

Descri ptionOf Land

Township 1 North , Range 5 Wes tSection 34 : E/2 SE/4 SE/4

Numberof

Acres

Bas ic Royalty

andPercenta¢e

20 .00 Ethel BrownRuth Lee Drake

Jack DrakeDale Drake

Rowena BethanyBillie Joe Henry

* of 12 .5% Royalty

3 1

32

Township 1 North, Range 5 West

Section 35 : W/2 SW/4 SW/4

Township 7 North , Range 5 WestSection 35 : E/2 SW/4 SW/4

20 . 00 Ethel Brown

Ruth Lee DrakeJack Drak e

Dale DrakeRowena Bethany

Billie Joe Henry

* of 12 .5% Royalty

20 . 00 Sa l l i e McLendon Ford - Al l12 .5% Royalty

50 . 00%10 . 00%10 . 00%

10 .00%IO . OOx,

]0 . 00%

it,

50 . 00$

]0 . 00%10 . 00%

10 .00%10 .00%

10 . 00%

Overriding Royalty

and

Percentag e

Total Petroleum Inc .

Grace Petro l eum CorpSonat Exploration Co

Alco Oil & Gas Corp .

Alan MillerMaurice Newton

Blaez Corp .Taft Schreibe r

Schafer Engineering, Inc**M-B Corporation

3 . 417968'(0 .683593%0 .683593%

2 .4199%0 .0068%0 .0171%0 .1367%0 .0171%.0 .1367x,2 .0508%

*^'Affects all Working Interest except

Grace Petro l eum Corp .

None

Pa ge 20

Working Interestand

Percentage

Bla ik , Inc. 50.0%Trustees , M . B . Blake, Est . 50 . 0%

Okmar Oil Company

Matzliach, L. P .

Robert H . Beren , L . P

Grace Petro leum Corp .

45 . 0%15 . 0%15 .0%25 . 0%

Amoco Production Company 100 .00%

TAB557

Page 2 1

Tract DescriptionNo. Of Land

33 Township 1 North , Range S We stSection 35 : SE/4 SW/4 ,

E/2 NE/4 SW/4

TAB557

Number Basic Royaltyof and

Acres Percentage

60 .00 Sallie McLendon Ford - All12 .5'/, Royalty

Overriding Royaltyand

Percentage

*Paul A . We i ri c h 1 .5000%Bobby R . Perkins 2 . 7344'/,Total Petroleum Inc . 2 . 7344y,Alco Oil & Ga s Corp . 2 . 4199%Ala n Miller 0 . 0068;(,

Maurice Newton 0 . 0171%Blaez Corp . 0 . 1367x,Taft Schreiber 0 .0171%Schafer Engineering, Inc . 0 .1367%

Fre drick & Pat Strothan 1 .3672%John F . Riddell, Jr . & 0 . 0371%

U . S . Trust Co . of N .Y . ,Trustees (6B )

John F . Riddell , Jr. 0.0194%Dorothy Riddell Thatche r& U . S . Trust Co . of N . Y . ,

Trustees (86 )

Dorothy Riddell Thatcher & 0 . 0371 X,U . S . Trust Co . of N . Y . ,

Trustees (6A )Dorothy Riddell Thatcher, 0 .0194%John F . Riddell Jr . , andU . S . Trust Co , of N . Y . (8A)

U . S . Trust Co . of N . Y. 0.0075%Trustee for the benefit of

Dorothy Riddell ThatcherDorothy Riddell Thatcher, 0 . 0215%

IndividuallyJohn F . R i ddell, Jr. 0.0289%Individuall y

Merchants Natl Bank & Trt 0 . 0854%Thomas E . Matson 0 . 0023926',(,

*Affecis Westerly Petroleum Corp .

Working Interest only

Working Interest

andPercentage

Ed Keleher 2 .000XBill Boydstum 5 . 000%Joseph Richard 1 .000%Hallett Energy, Inc . 1 . 000%

Larry Latham 3 .000XMelvin, Florienne Krewall 2 . 667x,

Martha Krewall 5 .333%B . G . Taylor 1 .000XWesterly Petroleum Corp . 10 . 000%Jack Taylor 5 .000%

Dennis Smith 10 . 000%W . R . Jackson 3 . 000%Doug Hayes 3.000%

Dr . R . Spang 1 . 750%

Charles Hobbs 0 .750%

Max V . Morgan 1 . 000'X,

S & G Drill ing Co . 32 .500%Douglas E . Buller 2 .000%

Edrio Oil Company, Inc . 5 . 000'/,

Post Oak Oil Company, Inc . 5 . 000%

Amoco Production CompanyCause CD No . 140543

Township 1 South , Range 5 West of the IM ,

N1 NW} of Sect ion 2 .

Amoco Production Company is further requesting the Commission herein toauthorize and permit the above - described unit as an enhanced recovery project .

2 . The Commiss ion has jur i sdiction of the subject matter herein andof the persons interested therein and has jurisdiction to enter this Order ashereinafter set forth . Notice of the filing of the application herein and of thetime , date and place of the hearing thereon was duly and properly given in allrespects as required by law and the rules of the Commission . The HearingOfficer has examined the notices by publication , the publishers ' affidavits ofpublication thereof and the affidavit of mailing , and the Hearing Officerconducted a judicial inquiry into the sufficiency of Applicant 's search todetermine the names and whereabouts of the Respondents who were served bypublication and based upon the evidence adduced , the Commission finds thatApplicant has exercised due diligence and has conducted a meaningful search ofreasonably available sources at hand . The Commission hereby approves thepublication service given herein as meeting the statutory requirements , rules ofthe Commission and minimum standards of state and federal due process , andfinds that notice has been given in all respects as required by law and the rulesof the Commission .

3 . Applicant Is the own er a nd operator of oil and gas leaseholdinterests in the lands described in paragraph 1, above, being the lands to beincluded within the proposed unit area Involved herein .

4 . The evidence presented shows that all lands described in paragraph1 , above , are wholly underlain by the Marchand common source of supply , whichis located within the Interval from 5110 feet to 5314 feet as shown on the log ofthe Burkhart "D " No . 3 Well , operated by Amoco Production Company and locatedin the SW; NE} NEI of said Section 34 . The reservoir involved herein wasdiscovered in Ma rch , 1954 . The peak production from the reservoir involvedherein was in 1970 , being 750 barrels of oil per day . The wells in the reservoirinvolved herein are currently producing a total of 125 barrels of oil per day .Such reservoir is currently 95% depleted on a primary production basis .

5 . The evidence presented further shows that there is a substantialquantity of oil in the Marchand common source of supply underlying theproposed unit area described in paragraph 1, above, that may be recovered byconducting an enhanced recovery operation in such lands, which quantity of oilwould not otherwise be recovered under ordinary primary depletion methods .The welis which have produced and are currently producing from the Marchandcommon source of supply in the proposed unit area have produced a total of5,600,000 barrels of oil from such formation and under primary recovery methods,such wells will ultimately recover a total of 5,865,000 barrels of oil . Theevidence presented further shows that upon establishing an effective enhancedrecovery operation In the Marchand common source of supply in the proposed unitarea approximately an additional 1,700,000 barrels of oil will be recovered fromsuch formation (over and above the 5,865,000 barrels of oil to be recovered byprimary methods) . This estimate of the additional oil that may be recoveredunder the proposed enhanced recovery operation involved herein is a minimumestimate, and the amount of such additional oil may be as much as 3,500,000barrels of oil . The evidence presented shows that the proposed enhancedrecovery operation involved herein will consist of the injection of water into theMarchand common source of supply . The water to be injected shall be waterproduced from the Pontotoc formation and water produced as a part of the unitoperations . Based upon the reservoir engineering study that has been conducted,the proposed water to be used in the enhanced recovery project involved hereinIs appropriate for injection into the Marchand common source of supply . Theevidence presented shows that the proposed total daily injection volumes areestimated to be from 12,000 to 30,000 barrels of water per day, with the maximuminjection pressure being 2000 psi .

2

Page 2 2

Number Basic Royalty Overriding Royalty Working InterestTract Des cription of and and andNo . Of Land Acres Percentage Percentage Percentage

34 Towns hip 1 South , Range 5 WestSection 2 : NW/4 NW/4

4 1 .09 Pauline Green HcKnightJerry Ann LoveHa l G. McKnightFrank Morris Ford, Jr .Edith GreenSusan Wagne r

* of 12 .5% Royalty

35 Township 1 South , Range 5 WestSection 2 : NE/4 NW/4

4 1 .23 Pau l ine Green NcKnightJerry Ann LoveHal C . McKnightF rank Morris Ford, Jr .Edith GreenSusan Wagner

* of 12 .5% Royalty

*

33 . 333%16 . 66 7%16 . 667%

19 . 010%

9 . 375%4 . 948%

*

33 . 333X,

16 .667%16 . 667%19 . 010%

9 .375%4 . 948%

None

Sonat Exploration Co

Grace Petroleum Corp

Amoco Production Company 67 .5XGrace Petroleum Corp. 12 .5X

A-k

0 .68359% Amoco Production Company 99 .21875%0 .46997% William B. Cleary 0.78125%

**Affects Amoco Production Company

Work i ng Interest On l y

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EXH I BIT " C,

Attached to and m ade a part of Pl an of Uni t i za tion

ACCOUNTING PROCEDUREJOINT OPERATION S

1 . GENERAL PROVISION S

1. Definitions

'Joint P roperty" sha ll mean the rea l and personal p rope rty subject to the agreement to which th is Accounting Procedureis attached ."Joint O pera tions" :ha ll mea n a ll operations necessary or p rope r for the developmen l, operat ion , p rotectio n and m a inte•na nce o f the Joint Prop erty."Joint A ccount" shall mean th e account showing th e charges paid a n d credits received in the conduct of the Joint Opera-tions and which a re to be s h a red by the Parties ."Operator" sha ll mea n the pa r ty designat ed to conduct the Jo i n t Operations ."Non-Operators" sha ll mean the Parties to this agreement o th er th an the Operator."Pa rties" sh a ll m ea n Operator a n d Non-Operators."First Le v e l Supervisors" sha ll mean th ose emp loyees whose pr i ma ry funetion in Jo i nt Operations is the d irect supervis i o nof oth er employees a n d /or contract labor directly emp loyed on the Joint Property i n a(i e l d operating capacity ."Technical Em p loyee s" sh a ll mean those emp l oyees having sp e ci a l and specific engineering, geological or other profec-sion a l skills . a nd whose prim a ry func ti on i n Joint Opera tio n s is the handling of specific operating cond itions and problcrosfor the bene fit of the Jo int P roperty ."Personal Exp e nses" shall mean travel and other reasonable re imbursable expenses of Operator's employees ." Ma te ria l" shall mean pe r s on a l p rop erty, equipment or suppli es acquired or he ld for use on the Joint Property ."Con tro llab l e Mate ria l" shall mean Material which a t the t i me is to classified in the Mater i a l Classification M anua l asmost re c ently recommended by the Council of Petroleum Accountants Socie ties .

2. Statement a nd B illing s

Operator sh a ll bill Non-Operators on o r before the last day of each month for the i r proportionate share o f the Joint Ac-count for the preceding month . Such b ills will be a ccompan i ed by statements wh ich identify the authority for expenditur e ,l ease or facility, and all charges and credits summarized b y appropri a te classifications of investment and expense excepttha t items of Contro ll able Mate ria l and unu s u a l charges and cred i ts shal l be teparattly 6a

CkifUd materiBd

$8nbldi n

detail. Upon reque st by the Non-Operator, Opera tor s hall rurnish - pde ta il for billings he reunder .

8 . Advances and Payments by Non-Operators

A. Unless otherwise p rovided for In the agreement, the Ope rato r may nqu f ro the Non-Operators to advance the irshare of estimated cash outlay for the succeeding month 's operation within fifteen (16) days after receipt of th e bill-ing o r by the first day of the month for which the advance is repu ind . whichever 4 1 a ter. Operator s ha ll adjust eachmonthly billing to reflect advances received from the Non-Operators.

H . Each Non-Operator shall pay Its proportion of all bills w fthin fifteen (l b) days after receipt. It payment is not madew ithin Ch ti e , e id bal ance shall bear interest monthly at the prime rate i n effect at [ha cn

hlanha~~a n ~a n~ ~~ . on the first day of the month in which delinquency occurs p lus 1% or the maximumcontract rate pe rmitted by the applicable usury l aws in the state i n which the Joint P roperty is loeated, whicheveris the Iwe r, p lus attorney's fw, court ea4. and other oosb In connection with the collection of unpaid amounts.

4. Adjustments

Payment of any such b ills shall not prejudice the right of any Non-Operator to protest or question the correctness tha reot;provided, howe ver , a ll bills and statements rendered to Non-Operators by Operator during any calendar year shall con-clusively be presumed to be tru e and correct afte r twenty-four (24) months following the end of any suc h calendar yea r,unless with in the said twenty-four (24) mon th pe riod a Non-Operator takes written exception thereto and makes cl a im onOperator for adjustment. No adjustment favorable to Operator shall be made un lw It is made with in the same p rauribe dperiod . The provisions of thi s paragraph shall no t prevent adju s tme n ts resulting from a physical inventory of Controllabl eMa t e rial as p rovided for in Section V.

COPYRIGHT° 1985 b y the Counc il of Petro leum Accountants Societies .

•1 -

5. Aud i ts

A. A Non-0pen tor, upon notic e in writing to Operator and a ll oth e r Non-Operators . shall have the ri ght to audit Opera -tor's accounts and records relating to the Jo i n t Accoun t for any calendar year w i th in the twmtydour (24) mont hpe riod following the end of suc h calendar year : pruvi ded , howeve r, the making or a n aud it sha ll not ex tend the timefor the taking of wr itten exception to an d the adjustments of accounts as p rov ided for in Paragraph 4 of this Sectio nI . W here the r e are tw o or more Non-Operators, the Non-Operators sh a ll make every reasonable effort to conduct ajo int aud it in a man ner wh ich w ill resu lt in a m i n i mum of inconvenience to the Operator. Operator sh a ll bear no p )r-tion of the Non-Operators' aud it cos t incurred unde r th i s paragraph un l ess agreed to by the Operator . The audilsshall not be conducted more than once cach year w i lho u t pr ior approval of O perrbr. except upon the rexi g n atiun orremoval of the Operator, and shall be made a t the expense or those Nun-O peraWrx approving such audit .

B . The Operator sha ll reply in writing to an audit report with i n 180 days after receipt o f such re por t.

6 . Approval By Non-Operators

Where an approval or other agreement of the Parties o r Non-Operators is expressly req ui red under other sections of thisAccounting P rocedure and if the agreeme nt to wh ich this Accounting Procedure i s attached con ta i ns no contrary provisionsin regard thercW . Operator shall not i fy all Non-Operators of the Operator's p ro p o aal , and the agreement or app ro val ofa majori ty in interest of the Non-Operators shall be controlling on all Non•O p era tors.

II . D IRECT CHARG E S

Opera tor sha ll charge the Jo int Ac count w i th t he fo ll owin Q items :

Ecological and E nvironmenta l

Costs incurred for the benefit of the Joint Prope rty as a result of governmental or regulatory requirements to satisfy environ-mental con s idera tion s ap plic a ble to the Joint Ope rations. Such costs may i nclude surveys of an ecological or archaeologicalnature and pollution con trol procedures as required by applicab le law s and regulations .

2. Rentals and Royalties

Lease rentals a nd r oy a lti es paid by Opera tor fo r the Joint Operations .

3 . Labor

A . (1) Sal a ries and wages o f Operator's field employees d ir e ctly employed o n the Joint Property in the conduct ot .lointOpe ra tions .

(2) Salar ies of Fenrfevel Supervisors i n the l i e ld . below District Manager .

(3 ) Salar i es and wages of Tec hni ca l Employees d i rectl y emp l oyed on the Joint Property i f such charges are e xclud edfrom the overhead ra t e s .

( 4 ) Sal aries and wages o('fechnica l E mploy ees e i the r temporarily or pe rmanently assigned to and d irectly employedi n the ope ra tion of the Joint P roper t y if such charges are ex cl uded from the overhead rates .

B . Opera tor's cost of holidr.y, vaca tion, sickness und disability lxne(ilc and other customary alluwxnces paid to emplopccswhose salaries and wages a re chargeable to the Joint Account under Paragraph 3A of this Section Il . Such cnsts underthis Paragraph 3B m ay b e charged on a "when and as pa id bas is" o r by "percentage assessment" on the amount ofsa larie s and wages chargeable to the Joint Account un der Paragraph 3A of this Section 11 . If percentage assessmenti s used . the rate sh a ll be based on th e Operator's eost expe rience.

C . Expenditures or contributions made pu rsuant to assessments imposed by governmental au thor i ty wh i ch are applicableto Operator's cosu chargeable to trte Joint Account under Paragraphs 3 A and 3E of this Section 11 .

D . Personal Expenses of those employ ees whose salaries and wages are chargeable to the Jo int Account unde r ParuKrayh3A of th is Sectio n I I .

4. Emp loyee Benefits

Operator's current costs o f established plans for empbyees' group li fe irourantt. hapita li sa tion, pens ion, retirement. stockpurehase , th ri tt bonu s , and othe r benefit plans of a li ke naturc. applicable to Operator's labor cost chargeable to the JointAccount unde r Paragraphs 3A and 9 B o : thuc Sectinn Il shall he Operator's actual cos t not to exceed the percr.r.t nrost recrrt .ly recomm en de d by the Council of Pe troleum Accountants Societies .

5 . Ma teria l

Material purchased or furnished by Operator for use on the Joint Property as provided und e r Section IV. Only such Ma terinlshall be purchased for or transferred to th e Joint P rope rty as may b e required for immediate use and is reasonably practicaland consi s tent w ith e fficient and economic a l operations . The accumulation of surplus stocks sha ll be avoid ed .

6. Transportat ion

Transportation of employees and Mater i a l necessary for the Joint Operations b u t subject to the following limitations :

A. If Ma te ria l is moved to the Joint Property from the OperawrR w a rehouse or other properties . no charge shall be madeto the Joint Account for a distance greater than the distance from the nearest reliable supplv store wh ere like materialis normally av a ilable o r railway receiving point n eares t the Jo int Property unless agreed to by the Parties .

•2

B. If surp lus Material is moved to Operator's warehouse or othe r storage point, no charge shall be made to the Joint Ac-for a distance greater thin the distance to the n earest reliable supply s tore whe re like ma te rial is normallycount

ava ilaLle. o r railway receiving point nearest the Joint Property unless agreed to by the Parties . No charge ch a l l bemade to the Joi nt Account for moving Ma te rial to other properties belonging to Operator, unless agreed to by theParties .

C . In the application of subparagraphs A and B abov e , the option to equalize or charge actual trucking cost is avail ablewhen the actual charge i s 9400 or less excluding accessorial ch arges . Th e $400 w ill be ad justed to the amount mostraeently recommended by the Council of Pe troleum Accountants Societies .

7 . Servicd „

The eat of contract services, equipment and utilities provided by outside wurca, except services excluded by Paragraph10 of Section 11 and Paragraph i, ii . and iii . of Section II I . The cost of professional consultant services and contract u r•vica of technical personnel d irectly engaged on the Joint Property if such charges are excluded from the ove rhead rates .The cast of professional consultant services or contract services of technical personnel not d irectly engaged on the JointProperty shall not be charged to the Joint Anrount unl es.+ previously agreed to by the Parties .

8. Equipment and Faci lities Furnished By Operator

A. Operator shall charge the Jo i nt Account for use of Operator owned equ i pment and facilities at rates commensuratewi th costs of ownership and npenti on . Such rates shall include costs Of ma i nlenance, rtptin , other operating expenu ,ins

utweive

~xa. depreci"atio'n6and int.rest on gross invr~etment less accumulated depreciation not to exreeJ ._ .. . .

percent 4 ._a~.% ) per annum . Such rates sha l l not exceed average comme rcia l rates c urr ently pre-vailing in the immediate area of the Joint P rope rty .

B . In l i eu of charges in paragraph BA above. Operator may elect to u se average commercial rates preva iling in the immedi-ate area o f the Jo int P rope rty less'1 0% . Fo r automotive equipment . Operator may e l ect to use rates published by thePetroleum Motor Transport Association .

9. Damages and Loues to Joint Property

All costs or expenses necessary for the repa i r or re p l acement of Jo i nt P roperty made necessary because of damages or l osse sincurred by fi re . flood . slurm . theft . accident, or otArr csu se. csrryt t b o:;e rr+ultir.g from f! pe•aw~'., ~ rux; n .. ~ ! ;y~, nrr rn- ~w ill f ul m iscondu c t, Operator shall furnish Non-Operator written notice o f dam aQes or losses incurred assoun as practicableafter a report thereof has been rece ived by Operator .

10 . Legal Expense

Expense of h andlin Q . investigating and settlin g litiga tion or cl a ims. discharging of liens . payment of judgements andamounts paid for settlement of cl aims incurred in o r resultin g from o p era tio ns under the agreement or necessary to prot eclor recover the Joint Property . exccpt that no rhar ge for x rvirva or Operator's Ir,n! >t a ff ar (M• i r asix -nx• r.f nut : ;;ic :i!t1-rneys shall be made un l ess previously agreed to by the Parties. A ll other legal expense is considered to be covered by theoverhead provisions of Section 1 11 u n l ess otherwise ag reed to by the Pa r l i es. ex c ep t as provided in Section 1 . Paragraph$.

11 . Taxes

A ll taxes of every k i nd a n d nx tu re uamad or levied upo n or in connection with t he Jo int Pmperty, the ope r,icitin the renf.or the production thercfrom, a nd wh ich taxes have been paid by the Operator for the benefit of the Parties. I f the ad valu•rem taxes are based i n whole o r in part upon sepa ra te valuations of each party 'a working in terent . then notwithstandinganything to the contrary herei n , charges to the Joint Account shall be made and paid by the Part ies hereto in xcwrdancewi th the tax val ue generated by each party's working interest.

12. Insunnce

Net premiums paid for insurance required to be carried for t he Jo int Operations for the p rotection of th e F' artic,. In theevent Joint Open tions are con d ucted in a s tate in which Operator may act as self-insurer for Worker's Compensation andor Emp loyers Liab i lity unde r the respective state's l aw s . Operator may . at its el ection . include the risk under it, +e lf-(nsannee program and i n that eveni . Operator sha!l include a charge a t Operator's cost not to exceed munual rate. .

18. Abandonment and Reclamation

Costs incurred for abandonment o f tL•r Joint Pmpe rt y . including rns : a required by Knvrntmen tn! or other m- l wnrrauthority.

24 . Communieat ion s

Cost of acqu i rinQ . Ips i nQ . install i ns. openti nQ, repairing and maintaining communication xysums . including radio andmicrowave facilities d irectly serving the Joint Property. Its the event rnmmunieation facilities/systems serving the JointProperty an Operator owned, rha rsea to the .i,;im Accouat shall be made as provid ed in Pat apraph 3Af this WYtior. 1 1

15. Other Expenditures

Any other expenditure not cove red or dealt w ith in the foregoing provisions of this Section It . or in Section 111 and whichis o f d i re ct benefit to the Jo int P roperty and is incurred by the Operator in the necessary and p roper conduct of the JointOpentionL

•3-

CORLIII . OVERHEAD

1 . Overhead - Drilling and Producing Operatio n s

i . As compensation for adm i n istrative , supervis i on, office services and warehousing costs. Operator shall charge drillingand producing o pe ra tions on e ithe r :

p(g Fixed Rate Basis, P a ragraph lA.or( ) Percentage Basis . Paragraph IBUnless otherw i se agreed to by the Parties, such charge shall b e in lieu of costs a n d expenses o f all offices and salariesor wages plus app licable burde n s and expenses of a ll personnel, except those d i rec tl y chargeable unde r Paragraph8A , Section 1 1 . The cos t and expense of services from outs i de sources i n connection w i th matters of taxation, traffic,accounting or matters before or involving `ove rnmenul agencies shall b e considered as included in the ov erhead ratesp rovided for in the above selected Paragraph of this Section III unlau such cost and expense are agreed to by theParties u a d irect charge to the Joint Account

ii . The ul a ria , wages and Personal Expenses of Technic a l Employees and /or the cost of professional consultant servicesand contract services of technical personnel d i rectly emp loyed on the Joint P roperty

: Wsha ll be covered by the overhead rates, o rs ha ll not be covered by the overhead rates .

iii . The ul a ria , wages and Pe rsonal Expenses of Techniea l Employees and/or costs of professional consultant servicesand contract services of technical personnel either temporarily or p ermanently assigned to an d directly employed inthe ope ration of the Joint Property :

M s hall be covered by the ove rhead ntes, or() shall not be covered by th e overhead rates.

A . Ove rhead - Fixed Rat e Basi s

(1) Operator sha ll charge th e Joint Account a t the following rates pe r we ll per month :

Drilling Well Rate i 4 _672(Prorated for lesa tha n i full month )

Producing Well Rate t ;467

(2) Application of Overhead - F ixed Rate Basis sha ll b e as follows :

(a) Drilling We ll Rate

(1) Charges for dr il ling we lls sh all begin on the date the we l l is spudded and term inate on the date the dr ill-inQ rig, completion rig, or othe r u nits used in comp l et ion of the we ll is released, wh i chever is lakr, excep ttha t no charge s h a ll be ma de during suspens io n of drilling o r completion ope ra tions for fifteen (15) ormore consecutive ca lendar day s .

(2) Charges for we lls undergoing any type of workove r or recompletion for a period of five (5) consecutivewo rk days o r more sh a ll be made a t the drilling we ll rate . Such charges sh a ll be app li ed for the pe riodfrom da te workover ope ra tion: , w ith rig or other units used in wor kover, commence through date of rigor other unit release, excep t tha t no charge shall be made during suspension of operatio ns for fifteen(15) o r more consecutive ca l endar days.

(b) Producing Well Rates

(1 ) An active well e ithe r produced or injected into for any portion of the mo nth shall be considered as a on e •well charge for the entire month .

( 2 ) Each active completion in a mu lti<omple ted well i n wh i ch production is not commingled down hol e shallbe considered as a one-well charge providing each completion is considered a s ep arate we ll by th e Q ov e rn-in` regulatory au thority. ,

(3) An Inte tive ps well shut in because of overproduction or failure of purchaser to take the production shallbe considered as a one-well charge providing the gas well i s directly connected to a pe rma nent saleswtleL

(4) A one-well charge shall be made for th e month i n which plugging an d aba ndonment operations are com-p le ted on any we ll . This on e• well charge shall be made w hethe r or not the we ll has produced except whendrilling we ll rate applies.

(5) Al l othe r inactive wells (including but not l i m ited to inactive wells covered by unit allow able, leue allow-ab le , transferred aliowablc, etc.) shall not qualify for an ove rhead charge.

(8) The well rates shall be adjusted as of the first day of April each year following the effective date of th e agreemen tto which this Accounting P rocedure is attached . The adjustment shall be computed by multiplying the rate eur•rently in use by th e percentage increase or decrease in the a verage weekly earnings of Crude Pe troleum and GasProduction Workers for the last calendar year compared to the calendar year preceding as shown by the indexof a verage weekly earnings o f Crude Petroleum and Gas Production Workers as published by the United StatesDep artment of t. abor . Bureau of labor Statistics, or the equiva l ent Canad ian'index as published by Statistic sCanada . as applicable. The ad jus ted rates shall be the r ates currently In use, plus or m i nus the computed ad •justmenl

S . Overhead - Percentage Basis

(1) Operator sha ll charge the Joint Account at the following rates:

•4 -

(a) Deve lo p ment

Pe rcent ( %) of the cost of development of the Joint Property exclusive of costs p ro v i ded

under Paragraph 10 of Seeu' cn 11 and all salvage ered i is .

(b ) Operating

Perant ( % ) of the cost of operating the Joint Property exclusive of costs provided underParagraphs 2 and 10 of Section II, all salvage cr e clita , the value of injected substances purchased fur :ceLrondaryrecove ry and all taxes and assessments w h ich are levied, assessed and pa id upon th e mineral interest in andto the Joint Property.

(2 ) App lication of Overhead - Percentage Basis shall be as follows :

For the purpose of determining charges on t percentage basis under Paragraph IB of th is Section llf , developmentshal l include al l easts i n connection with dri lling , redr illing, dctpen i nR, or any remedial nperx tionx on any or allwells involving the use of drilling rig and crew capable of drilling to the producing interval on the Joint I'rop•erty: also. preliminary expenditures necessary i n preparation for dri l ling and expenditures i ncur red in ab a n doningwhen the well i s not completed as a p rod ucer, and original co st of construction or installation of fixed yssets . theexpansion of fixed assets and an y o the r proje c t c l ear ly d i scernible as a f i xed aseet , except Major C onstruction asdefined in Paragraph 2 of this Section 111 . A ll o the r costs shall be considered as operating .

2. Overhead - Major Conatructiun

To compensate Operator for overhead costs incurred in the construction and installation of fixed aax ts . the expansion offixed wets, and any othe r proj ect clea rly discernible as a fixed asse t required for the de v e lopment and operation of theJo int Property . Operator sh a ll e ith er negotiate a ra te prior to the be g inning of construction, or ah a lig h ~r,7g the JointAccount fo r ov e rhead based on the following ra tes for any Major Con s truction p roject in excess of E~.aSGSlSL_

A. 5 %ot first EI00 . 000 or total cost if less . plu s

B. 3 % of costs in excess of EI00.000 but less than $ 1 .000 .000 . plus

C . ` % of costs in excess of E1 .000,000 .

Tota l c ost shall mea n the g ross cost of any o ne p roject . For the purpose of th is prrrq raph, the compon ent parts of a sinQie ;project sha ll not be trea ted separately and the cost of drilling and workov e r wells an d artificial lift equipment shall beexcluded .

3 . Catastrophe Overhead

To compensate O pe rator for ove rhead costs incurred in the event of expenditures resulting from a s ingl e occurrence dueto oil spill . blowout exploaion . fire, storm, hurricxnr., or other catastrophes as aa reed to by the Pa rties, which a re necessaryto restore the Joint Property to the equivalent condition tha t ex isted p rio r to the event causing the expenditure s . O pera torsha ll e ither negotiate a rate pr i or to charging t he Jo int Account or shall charge the Jo int Account for overhead based onthe following rates:

A. 5 % ot total costs through f100 .000 : p lus

B . 3 % of total costs i n excess of 41 100 . 000 but less than i1 . 000 .000; plus

C. 2 % of total costs in excess o f i 1 .000 .000 .

Ex penditures subject to th e ove rhea ds above w ill not be reduced by insurance recoveries, and no other ove rhead provi-sion a of this Section ! 11 shall apply.

♦ . Amendment of Rates

The ovee' head rates provided for in this Se ction Ill may be amended from time to time only by mutual agreement b e tweer,the Parties hereto i f, in pnetice, the rates are found to be insufficient o r excessive .

iV. PRICING Ofi .10INT ACCOUNT MATER IAL PURCHASES, TRANSFERS AND DISPOSITION S

Opera tor is resp o ns ib le fo r Joint Account Material and shall make prop e r and time ly cha rges and credits for a ll Material m ove •me nu affecting t he Jo int P roperty . Operator sha ll provide a ll Ma te ria! for use on the Joint Property: however . at Uwrxwr:op tion . such Material may be supplied by the Non• O p era Wr . Opera tor shall make t i me ly disposition o f idle and/or e tirplusMaurial, such d isposa l btinQ made ei ther through sa le to Operator o r Non-Opera Wr, d ivis ion in k ind . or sale to outsiders .Operator may purchaee , but shall be unde r no ob liqr tiun to purchase. interest o f Nun•OperabrR in surplus condition A o r BMaterial . The disposal of surp lu s Controllable Material not purchased by the Operator shall be agreed to by the Parties .

2 . Purchases

Material purchased sha ll be charged at the pr ice paid by Ope ra tor after deduction o f all discounts rece ived. In case ofMaterial found to be defec tive or returned to v en dor for any other reasons, credit shall be passed to the Joint Accountwhen adjustment has been received by the Operator.

2. Transten and Dispositions

Material furnished to the Join t Property and Material transferred from t he Jo int Property or disposed o f by the Operator .unless otherwise agreed to by the Parties . shall be priced on the following basis exclusive of cash discounts :

-5 -

A . New Mate rial (Co n d ition A )

(i) Tubular Goods Other than Line Pipe

(a ) Tubular good s , sized 2% inches OD and larger, except line pi pe , sh a ll be priced at Eastern mill publishedcarload base Drica effective as of date of movement plus uan aporution cos t using the 80,000 pound ca rloadweight basis to the railway receiving point nearest the Joint Property for wh ich published ra il ra tes fortubular goods ex isL If the 80.000 pound rail ra te is not oite red , the 70.000 pound or 9 0, 000 pound r a il ra temay be used . Freight charges for tubing w ill be calculated from Lorain, Oh i u and casing from Youngswwn,Ohio .

(b) For grades which an special to one m ill on ly, pri ces sha ll be compu ted at the m ill base of tha t m ill plus trans-portation cost f rom that m i l l to the railway receiving point nea rest the Joint P roperty as p rovided above inParagraph 2 . A .( 1X a)• For transportation ms t from points other than Eastern m i l ls. the 30 , 000 pound Oil F ie ldHaulers Asso ciation interstate truck rate shall be used .

(c ) Spec ial end finish tubu l ar goods shall be priced a t the lowest published nut-of-stock pr ice , f.o .b . Houston .Te:u , plus transportati on cos t, using O il F ic (d Haulers Association interstate 30 . 060 pou nd truck rate, tothe railway receiving po i nt nearest the Joint Proper ty.

(d) Macaroni tubing ( s ize las than 2% i nch OD) s h a ll be p riced at the lowest published out-of-stock prices f .u .b .the supplier plus transportat ion cats , using the Oi l Fie ld Haulers Association interstate truck rate pe r weightof tubing tra n s ferred . to the railway receiving point n earext the Joint Property .

(2) Line Pipe i

( a ) Li ne p i pe movemen ts (except s i ze 2 4 inch OD and larger w i th wa lls % inch and ove r) 80 .000 pounds or moreshall be p riced u nde r p r o visions o f tu bular goods pricing in Paragraph A .(11(•r) as provided above . Freightcharges s h a ll be c a lculated from Lorain . Ohio .

( b) L ine p ipe movements (except size 24 inch OD and large r w ith wa lls'/, inch and ove r) lesa than 30,1100 iiuund ;sh a ll be priced at Eastern mill published carload base p t'ic es e I(ective as of date of shipment . plus 20 percent .p lus transportation costs based on freight rr te, as set forth under provisiuns of tubul ;a goods pricinK in Para•a raph A .(1 X a) as p rovided a bove. Freight charges shall be calculated from lv rx in, Ohio.

(c) Line p ipe 24 inch UD and ove r and'/, inch wall a n d l a rger s h a ll be priced f .o .b . the point of nianufuctureat current ne w published prices plus tr ansporta tion cost to the ra ilway receiving point nearest the duintPrope rty .

(d) L i nt Di De• includ ing fabricated lin e pipe, drive pi pe and conduit not li sted o n published price licu shall bepriced at quoted prices plus freight to the r a ilway receiving point nearest the Joint Property or at pricesagreed to by the Pa rties .

(3) Othe r Mater i a l shall b e p riced a t the current n ew pr ic e , in effect at date of mmement as li s t ed by a reliable supplystore nearest the J oint Property, o r poi n t of man u lacture , p lus transportation coats , i f applicable . to the railwuyreceiving point nearest the Jo int P rope rty .

( 4) Unused new Ma te rinl, except tubul a r yoods, mov ed from th e Joint Property shall be pric ed at the current newp rice . in e ffect on da t e of mov e ment, as li s ted by a reliable supply store n eares t the Joint Property, or point ofmanu facture . pl u s transportat ion costa. i f aFPlirabl e . to the railway receiving mi n t neynst the Joint Property .Unused new tubulars will be priced as provided a bove in Paragraph 2 A(1) and (2).

B . Good Used Mate rial (Condition B )

Material in sound and serviceable condition and suitable for nuse w i thout reconditioning:

( 1 ) Material moved to the Joint Property

At seven ty•five percent (75%) of current new price , as determined by Paragraph A .

(2) Mau ria l used on and moved from the Joint P roperty

(a) At teventyfive percent (75%) of current new price, as de t erm ined by Paragraph A . if Material was originallycharged to the Joint Account as new Material o r

( b ) At sixty-five percent ( 659G) of current n ew price . as determined by ParaKraph A . it Material a•aq w :gina!Iycharged to the Jo int Account as used Mate ria l .

(3) Material not used on and moved from the Joint Property

At seventy-five percent ( ?b% ) o f current new p rice as determined by Paragraph A . .

The cost of reconditioning, if any, shall b e absorbed by the transferring property .

C . Other Used Material •

(1) Condition C

Materia l which is not in sound and serviceable cond i tion and not suitable for its original function until after recon-ditioning s ha tl be p riced a t fifty percent (50%) of current new price as determined by Paragraph A . The cost ofreconditioning sha ll be charged to the receiving property , provided Cond i tion C va lue plus cost of reconditioningdoes not exceed Cond ition B va lue .

-6-

(2) Condition D

Mater ial, excluding junk , no longer su i tab l e for its original purpose, but usable for some other purpose s h a ll bepriced on a basis comme nsurate w i th its use . Operator may d ispose of Cond i t ion D Mater i a l un de r p roceduresnormally used by Operator w i thout prior app roval of Non-Operators.

(a) Cas i ns, tub i nQ . or dr ill pipe used as line pi pe shall be priced as Grade A and B seamless l ine p ipe of com-parable size and weight . Used cac inQ, tubing or d rill p i pe utilized as line pipe shall be priced a t used linepipe prices.

(b ) CasinQ, tubing or dr ill p ipe used as higher prneurt service lines than standard line p i pe. e .g. power oil l i nes .shall be priced unde r no rma l pricing procedures for casing, tub i nQ , or dr ill p i pe . Upset tubula r goods shallbe p riced on a non upset bas i s .

(3) Cond ition E

Junk sh a ll be priced a t prevailing prices . Operator may dispose o f Cond ition E Ma te ria l unde r procedures nor-mally utilized by Operator w ithout prior app rova l of Non-Operators .

D . Obsolete Mate ria l

Mate ria l wh ich is serviceable and usable fo r its original function bu t rnnditiun and /or value of su ch Ma terial is notequivalent to that which would justify a price as p rovided ab ove may be s pecially priced as agreed to by the Parties .Such price should result in t he Joint Account being cha rged w i th the value of the service rendered by such Ma t eria l .

E . Pricing Cond itions

(1) Loading or unloading costs may be charged to the Joint Account at the rate of twenty-five cents (25 t ) per hundredwe i ght o n a ll tubula r goods mo v ementa . in lieu of actu a l load i ng or unloading cos ts sus t a ined at the stockingpoint. The above ra te shall be adjusted as of the first day of April each year following J anua ry 1 . 1985 by the samepe rcentage increase or decrease used to adjust ove rhead ra tes in Section 111, Pa ragraph 1 . A(3) . Each year, therate calculated shall be rounded to the n eare st cent and shall be the rate i n effect until the first day of April nextyear . Such rate sh a ll be published each yea r by the Council of Pe troleum Accountants Societies

. (2)Mate ria l involving erection c osts shall b e charged at applicable pe rcentage of the current knocked-down price ofnew Ma t e rial .

8 . Premium Price s

Whenever Mate ri a l is not readily obtainable at publi s hed or l isted p r ices because of nationa l emerQenc i es, strikes or o therunusu a l causes over which the Operator has no contro l . the Operator may charge the Join t Account for the requir edMa terial at th e Operator's actu a l cost incurred in providing such Ma te ria l, in making it suitable for use, and in movingit to the Joint Property : provid ed notice in writing is furnished to Non-Operators of the proposed charge prior to billin gNon-Operators for such Material . Each Non-Operator shall have th e r i ght, by so electing and notifying Operator withinten days after rec e iving notice from O peraar. to furnish in k ind a ll or p a rt of his share of such Mate rial suitable for useand acceptable to Operator .

4 . Warranty of Ma teria l Furnished By Operator

Operator doe s no t warrant the Ma te rial furnished . In case of defecti ve Mrte ria l, credit shall not be passed to the JointAccount un til adjustment has been rece iv ed by Operator from the manufacturers or the i r agents .

V . INV ENTOAI ES

The Operator s ha ll maintain detailed records of Coheroltable Material .

1 . Periodic Inventories, Notice and Representation

A t reasonable i nterva ls. inventories shall be take n by Opera tor of the Joint Account Controlla ble Ma te ria l . Written noticeof intention to take inventory shall be given by Operator at leaa t th irty (90) day s before any inventory is to be.Kin so thatNon•Op era ron may be represented when any inventory is taken . Failure of Non-Operators to he represented at an in .•en•w ry sha ll bind Non -Openwrr to accept the inventory taken by Uprrator ,

2 . Reconctliation and Adjustment of i nvenbrfe s

Adjustments to the Jo int Account resulting from the re c oncilia tion of a physical inventory sha ll be made within sixmonths following the taking of the inventory . Inventory adjustments sha ll be made by Operator to the Joint Account foroverages and shortages, but. Operator shall be held accountab le only for shortages d ue to lack of reuonuble diligence.

3 . Special lnventnries

Special inventories may be taken whe neve r there is any aale, cha n ¢e of interet or change of Operator in the Joint Prope rty .It sh a ll be the duty of the party selling to notify a ll other Parties as quickly as possible aft e r the transfer of interest takesplace . In such cases. both the se lle r and the purchaser a h a ll be governed by suc h i n venw ry . In cases involving a changeof Operatnr , a ll Partia s ha ll be go verned by suc h inventory .

4. Expense of Conducting Inventorie s

A . The expen se of conducting periodic inventories shall not be charged to the Jo int Account unless agreed to by thePartiet .

B. The expense of conducting special inventories shall be charged to the Parties requesting such in v en Wries. except in-ven Wriea required due to change of Opera tor shall be charged to the Joint Account

•7 -

EXHI'B T T D

Ir surance Provision s

"As to all operations hereunder, the Unit Oper ator shall carry for thebenefit and protection of the parties hereto Workmen's Compensationinsurance in accordance with laws of governmental bodies h aving Juris-diction, including United States Longshorenen' s and Harbor Workers'Compensation Act and as extended to Ooter Continental Shelf Operations,as applicable, and Employers' Li ability Insur a nce . Nowkmen'sCompensation insurnnce shall be for statutory limits ; Employers'Li ability insur ance shall provide coverage o f $100,000 each accidentwith respect to bodily injury and in the a ggregate with respect tooccupational diseases, except that coverage applicable to exposuresunder maritime jurisdiction shall be $100,000 each employee and$500,000 e ach accident with respect to bodily injury and in the aggregatewith the respect to occupational diseases . Unit Operator may elect to bea self-insurer provided Unit Operator complies with applicable l aws andin such event Unit Operator shall charge to the joint accovnt, in lieuof any premiums for such insurance, a premium equivalent limited toamounts determined By a pplying manual insur ance rates to the payroll .

The Unit Operator shall not be required to carry any ot her i nsurancefor the joint a ccount . The li a bility, i f any, of the pa rti es heretoin dama ges for claims g rowing o ut o f persona l i njury to or death ofthird persons or injury or destructuion of pr operty of thi rd part iesresulting from the operation and development of the pr emises coveredhereby shall be borne by the p a rties hereto in the proportions of theirre spec t ive interests in the production therefrom ; and ea ch pa rtyindividually may a cquire such insur a nce as it deems proper to protectitself aga inst such cl a ims . Unit Operator s hall require all thirdpa rty contractors performing work in or on the premi ses covered herebyto carry such insura nce and in such amounts a s Unit Operator shall deemnecess a ry ."

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Amoco Production CompanyCause CD No . 140543

6 . Operations In the proposed enhanced recovery project willcommence with water injection into the center portion of the reservoir involvedherein , being the highest structural position within the proposed unit area .Operations will commence by the conversion of nine wells to injection wells , thedrilling of three new injection wells and the drilling of two new producing wells .There are currently 10 existing producing wells which will remain as producingwells . The operations will initially use 24 wells , with 12 producing wells and 12injection wells . The f lood pattern Is proposed to be a five - spot pattern . Byinjecting water into the Marchand common source of supply , it is anticipated thatoi l will be mobilized in areas which do not contain sufficient energy to move suchoil to producing wells . The pressure In the center portion of the proposed unitarea is less than 200 psi . In the injection wells proposed to be drilled , 8 - 5/8inch surface casing will be set to a depth of 1500 feet or to a depth sufficient tocover all treatable water zones and cemented to surface . Furthermore , 5 inchcas ing will be run in such new injection wells to depths below the Marchandcommon source of supply , with cement for such casing being up to approximately200 feet above such common source of supply . Each injection well to be used inthe enhanced recovery project involved herein will be specifically authorized andapproved by the Commission prior to Injection in such well and all such injectionwells will be operated and pressure tested as requ i red by the applicable rules ofthe Commission .

7 . The evidence presented shows that the water proposed to beinjected into the Marchand common source of supply underlying the proposedunit area involved herein will remain confined to such common source of supplyand will not migrate i nto any treatable water zone or any other zone whi ch is ormay be product ive of oil and/or gas . The shape of the proposed proje ct and theplan of operations Is such as to constitute the most efficient means of preventingunderground waste and achieving enhanced recovery of hydrocarbons and is suchas to protect the correlative rights of all parties interested in the Mar chandcommon source of supply .

8 . The evidence presented shows that the estimated cost inconducting the proposed enhanced recovery operations within the unit areainvolved herein consists of an initial investment of $5,319,000 .00 and an additionalcost of operating such unit of $522,000 .00 per year . The evidence presentedshows that given the value of the additional oil to be recovered by the proposedenhanced recovery operations within the unit area and the cost of conductingsuch proposed operations, the estimated Incremental profit from such operations isfrom $4,000,000 .00 to $6,000,000 .00 . The evidence presented shows that the valueof the additional or Incremental oil to be recovered by the enhanced recoveryoperations as proposed by Applicant , as described above , is substantially higherthan the estimated additional cost of conducting such operations . The evidencepresented shows that the creation of the Prairiedale Unit for the unitizedoperations as proposed herein will be extremely beneficial from an economicstandpoint and will increase the ultimate recovery from the Marchand commonsource of supply .

9 . The proposed enhanced recovery project as described above is tobe conducted under the Plan of Unitization as amended at the hearing herein andintroduced into evidence . At the hearing , the Plan of Unitization was amended asfollows : the royalty ownership In Tract No . 1 on Table 2 of Exhibit "A" wascorrected to reflect the actual ownership of such tract as included within theproposed unit area ; Tract No . 7 on Table 2 of Exhibit "A " was amended to reflectthe correct ownership of such tract ; Tract No . 8 on Table 2 of Exhibit "A " wascorrected to ref lect the ex i stence of an overr iding roya lty interest ; Tract No . 14on Table 2 of Exhibit "A " was corrected to reflect the correct legal descriptionand the existence of an additional overriding royalty interest ; and Tract Nos . 23and 27 on Table 2 of Exhibit "A " were corrected to reflect the existence of anadditional working interest owner . Furthermore , the Plan of Unitization wasamended by correcting the plat a ttached to such plan as Exhibit B to reflect theproper location of Tract Nos . 7 and 8 . Such Plan of Unitization was furtheramended by changing the overhead rates (for drilling wells and producing wells)in the account i ng procedure atta ched to suc h plan as Exhib it "C" . The Plan ofUnitization , as amended as described above , is made a part hereof by thisreferen ce in the same manne r as if fully set forth herein . The Plan of

3

Amoco Product ion CompanyCause CD No . 140543

Unitization, as amended, covers the lands described in paragraph 1, above, asshown by the plat of the unit area attached as Exhibit B to such plan .

10 . The evidence presented shows that the Marchand common sourceof supply underlying the area described in paragraph 1, above, has been definedand determined to be productive of oil and gas by actual drilling operations . Theunitized management, operation and further development of such common sourceof supply underlying the unit area involved herein is reasonably necessary inorder to effectively carry on pressure maintenance or repressuring operations,cycling operations, waterflooding operations, or any combination thereof or anyother form of joint effort calculated to substantially increase the recovery of oiland gas from such common source of supply . One or more of the above-namedunitized methods of operations as applied to such common source of supplyunderlying the unit area involved herein are feasible, will prevent waste and willwith reasonable probability result in the increased recovery of substantially moreoil and gas from such common source of supply than would otherwise berecovered .

11 . The evidence presented shows that the estimated additional costof conducting the proposed unit operations involved herein within the unit areacovered hereby will not exceed the value of the additional oil to be recovered bysuch operations .

12 . Unitization and adoption of one or more of the unitized methodsof operations described In paragraph 10, above, are for the common good and willresult In the general advantage of the owners of the oil and gas rights within theMarchand common source of supply underlying the unit area Involved hereinwhich will be directly affected by the unitized operations . The unit area involvedherein embraces a single common source of supply and such area is of such sizeand shape as is reasonably required for the successful and efficient conduct ofthe unitized method or methods of operations for which the unit involved hereinis created, and the conduct thereof will have no material adverse effect upon anylands lying outside of the boundaries of the unit area involved herein .

13 . The Plan of Unitization, as amended, for the Prairiedale Unit issuited to the specific needs and requirements of the unit involved herein, whichshall be called the Prairiedale Unit . The terms and provisions of such Plan ofUnitization, as amended, are adequate and proper to effectuate and accomplish thepurposes of 52 O .S . §§287 .1 through 287 .15, both inclusive . Such Plan ofUnitization, as amended, contains fair, reasonable and equitable provisions for thefollowing :

(i) The efficient unitized management or control of the furtherdevelopment and operation of the unit area Involved herein for the recoveryof oil and gas from the Marchand common source of supply underlying suchunit area,

(ii ) The div ision of interest or formu l a for the apport ion ment anda llocat ion of the un it p roduction among and to the severa l separately ownedtracts w ith in the unit area in volved herein such a s wi l l reasonab ly perm itpersons otherwise ent itled to share in or benef it b y the product ion fromsuch separately owned trac ts to produce or rece ive , in lieu thereof , the irfa i r , equ itable a nd reasonable share of the un it production or other benef i tsthereof ;

(iii) The ma nner in which the unit and the further deve lopmentand operat ion of the un it area Involved herein shall or may be financed andthe basis , terms and con d it i ons on wh ich the cost a nd expense thereof shallbe apport ioned among and assessed aga inst the tracts a nd interests madechargeable therewith , inclu ding a deta iled accounting procedure governing a llcharges and credits Incident to such ope rations ; and provis ions for ca r ry i ngor otherwise f i nancing lessees who are unab le to promptly meet theirf i nancial obl igations i n connection w i th the un it upon terms and con d it i onsas to time a nd rate of Interest th at a re fair to all concerned ;

4

Amoco Product i on CompanyCause CD No . 140543

( iv ) The procedu re and bas is upon wh ich wells, equ ipment andother propert ies of the several lessees with i n the u nit area involved he reinare to be taken over an d u sed for unit operations, including t h e method ofa r riv ing at the compensation therefor , or of otherwise proport ionallyequaliz i ng or adjusting the investment of the several lessees i n the projectas of the effect ive date of unit operations ;

(v) The creation of an operating committee to have general overallmanagement and control of the unit and the conduct of its business andaffairs and the operations carried on by It, together with the creation ordesignation of such other subcommittees, boards or officers to functionunder the authority of the operating committee as may be necessary, properor convenient In the efficient management of the unit, defining the powersand duties of all such committees, boards or officers, and prescribing theirtenure and time and method for selection ;

NO The t ime when the P lan of Unit ization shal l become and beeffective ; a nd

(vi i ) The time when , conditions under wh ich , and the method bywhich the unit shall or may be dissolved and its affa i rs wound up .

14. The application filed herein and the Pl an of Unitization, asamended, covered hereby conform and comply with the requirements of 52 O .S .§287 .1 through 287 .15, both Inclusive . Furthermore, In regard to the proposede nhanced recovery operations involved herein, the requirements of the applicablerules of the Commission have been s atisfied by the filing of the applicationherein, the giving of notice hereunder and the presentation of the evidence inthis Cause . The Prairiedale Unit should be created covering the lands set forthin paragraph 1, above, the Plan of Unitization, as amended, for such unit shouldbe approved and the proposed enhanced recovery operations involved herein insuch unit should be authorized and permitted as an enhanced recovery projectunder the applicable rules of the Commission, including OCG-OGR 2-238 and 3-303 .

15 . The Plan of Unitization has been signed, ratified and/or approvedin writing by lessees of record of more than 63% of the unit area involvedherein, and by the owners of record of 63% or more (exclusive of royaltyinterests owned by lessees or by subsidiaries of any lessee) of the normal one-eighth (1/8th) royalty interest in and to the unit area, as required by 52 Q .S .§287 .5 . This Order creating the Prairiedale Unit and prescribing the Plan ofUnitization applicable thereto should be effective as of the date hereof and as ofthe Effective Date of the Plan of Unitization, as amended, as that term isdefined in such plan, any orders of this Commission which have previouslyestablished any drilling and spacing units within the lands described in paragraph1, above, for the Marchand common source of supply should, by force of law, besuperceded by the terms and conditions of this Order and such Plan ofUnitization, and such prior spacing orders should thus be of no further force oreffect within the unit area involved herein .

16 . Amoco Production Compan y i s des ignated the U nit Opera tor of thePrair ieda le Un it as set forth in the P lan of U n it ization, as amended , invo lvedherein .

17 . In the interest of securing the greatest ultimate recovery of oiland gas from the Marchand common source of supply , the prevention ofunderground and other forms of waste , and the protection of the correlativerights of all interested parties , the relief requested in this Cause should begranted .

ORDER

IT IS THEREFORE ORDERED by the Corporation Commission ofOklahoma as follows :

5

Amoco Production CompanyCause CD No . 140543

(1) The PRAIRIEDALE UNIT be and is hereby created . Such unit,with the unit operator thereof as described below, is hereby permitted andauthorized to conduct enhanc ed recove ry operations in the Marchand commonsource of supply underlying th e lands described in paragraph (3), below, under andpursuant to the Plan of Unitization, as amended, described below and the rulesand regulations of the Commission .

(2) The Plan of Unitization, as amended, which was introduced intoevidence at the hearing herein and specifically made a part of this Order byreference thereto, is hereby adopted and prescribed as the Plan of Unitization inand for the Prairiedale Unit and the unitized area of such unit, all to the sameextent and with the same force and effect as if such plan were fully set forthherein .

(3) The Unit Area cons i sts of the Marc hand common source of supplyly ing w ithin the boundar ies of the area shown on the plat attached as Exh ib it Bto the Plan of Un itizat ion , a copy of wh ich is attached to this Order as Exhib it"A" and by th i s reference made a part hereof , and covers and incl udes thefollowing descr ibed lands in Stephens County , Ok lahoma :

Township 1 North , Range 5 West of the IM ,

WJ SW} of Section 26

EJ SE} NWJ ; W1 NEI;S1 SE} NE} ; SE} ; andEJ E} SW} of Section 27

NE} NW} ; NE} ; andEJ EJ SEI of Section 34

W1 of Section 35

Township 1 South , Range 5 West of the IM ,

NJ NW} of Section 2 .

(4) Each separately owned tract located within the Unit Area of thePrairiedale Unit, as described above, shall become subject to the terms, provisionsand conditions of the Plan of Unitization and the property rights, leases,contracts and all other rights a nd obligations of the persons affected by suchplan shall be regarded as amended and modified to the extent necessary toconform to the provisions and requirements of 52 O .S . §287 .1 at sec, butotherwise remain in full force and effect . From and after the Effective Date ofthe Plan of Unitization a s that term is defined in such plan, the amount of oiland gas produced from the Unitized Formation (within the Unit Area) as thatte rm Is defined in such plan, regardless of the well or wells from which produced,shall be allocated to each separately owned tract in accordance with the tractp articipation formula set forth in the Plan of Unitization and the amount soallocated shall be considered and regarded as production therefrom, all inaccordance with and as provided by the Plan of Unitization and as provided in52 O .S . §287 .1 et se~. From and after the Effective Date of the Plan ofUnitization as that te rm is defined in such plan, operations carried on, under andin accordance with th e Plan of Unitization shall be regarded and considered afulfillment of and compliance with all of the provisions, covenants and conditions,express or implied, of the several oil and gas leases upon the lands includedwithin the Unit Area, or other contracts pertaining to the development thereof,insofar as such leases or other contracts may re late to the Marchand commonsource of supply underlying the lands described in paragraph (3), above, and wellsdrif(ed or operated on any part of the Unit Area, regardless of wher e located,sha ll for all purposes be regarded as wells drilled or operated on each separatelyowned tract within the Unit Area, all in accordance with and as provided by thePlan of Unitization and a s provided by 52 O .S . §287 .1 at seg . As of theEffective Date of the Plan of Unitization as that term is defined in such plan,any order of the Commission which established drilling and spacing units in thelands described in paragraph (3), above, covering all or any portion of th e

6

Amoco P roduct ion CompanyCause CD No . 140543

Marchand common source of supply Involved herein shall be superceded by theprovisions of this Order and such Plan of Unitization with respect to theMarchand common source of supply in such lands and to that extent shall bevacated and of no further force or effect .

(5 ) The Pra i rieda le Un it and the Un it Operator thereof , from t ime tot ime , shall make such reports to the Commission concern ing the operation of theUn it Area , as may be requested by the Commission .

(6) The Comm iss ion retains cont inuin g jurisd iction over the uniti nvolved here in for the purpose of amend i ng , mod ifyi ng and interpreting the termsand provis ions of th i s Order and the P lan of Unit izat ion of such un it .

(7) Amoco Production Company , whose address for the purposes hereofis P . O . Box 800, Denver , Colorado 80201 , has been designated Unit Operator ofthe Prairiedale Unit , as provided for in such Plan .

(8) The creat ion of the Pra i riedale Un it shall be and the same i shereby , in a ll th ings , app roved under and in accordance w ith the terms andprovis ions of the P l an of Un it i zation involved here in ; and the lessees in the UnitArea may proceed with the unitized management , operation and furtherdevelopment of the Marchand common source of supply within the Unit Area ofthe Prai r iedale Unit , a ll in accordance with the terms and prov isions of the Planof Un itizat ion .

(9) The en hanced recovery project involved herein shall be operatedand the production therefrom regulated i n accordance with the rules andregu lat ions of the Comm iss ion and before commencing inject ion of fluids into anywell in the Unit Area of the Prairiedale Unit , approval of any such well shall beprocured from the Commission pursuant to the applicable rules and regulations ofthe Commission . Such enhanced recovery project shall be operated in such amanner so that no damage will be done to the surface or any oil , gas or treatablewater -bearing formation .

(10) Since the Plan of Unitization has been signed, ratified and/orapproved by the requisite number of the lessees of record within the Unit Area,and by the requisite number of owners of the normal one-eighth (1/8th) royaltyinterest in the Unit Area as required by 52 O .S . §287 .5, this Order creating thePrairiedale Unit and prescribing the Plan of Unitization applicable thereto shall beand is hereby made effective as of the date hereof, with the Operating Committeeand the Unit Operator to assume and take over Unit Operations in the Unit Areawithin the time periods and in the manner set forth in such Plan of Unitization .

TION CO MISSiON OF OKLAHOMA

- t'OyVN WND , Ch ' m

BOB HOP'RTNS , Vic"hafrma n

DONE AND PERFORMED th i s /(~) day of JI► NE , 1988 .

y1~BY ORDER OF THE COMMISSION :

4auA.B ERDEE S . HOLT, Secretary

7

Amoco Production CompanyCause CD No . 140543

REPORT OF THE HEARING OFFICE R

The foregoing f i ndings and order are the report and recommendat ionsof the Hear i ng Off icer .

Hear ing Offi cer Date

Reviewe r- Tech nicat Department Date

05/ 140543 . ORD506 . 561

8

Amoco Production CompanyCause CD No . 140543

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UNIT OUTLINE p 1000 pppp 3000

TRACT 80UNOARYSCALE: FEET

17 TRACT NO.

EXHIBIT "A"Page 1 of 1

bM h

PRAIRIEDALE UNITSTEPHENS COUNTY, OKLAHOMA

MAP OF UNIT AREAAND TRACTS

PHASE I PHASE IITRACT NO . TRACT PARTI C IPATION TRACT PARTI C IPAT ION

123456789

101 11213141 516171 81 92 0212223242 52 6272 82 930313233343 5

Uni t Total

4 . 9894°/,14 .8853%0 .3838%0 . 8178%9 . 4294%1 . 3484%1 . 4550%1 . 7178%4 . 6763%0 . 341 6%1 .1513%0 . 4150%1 .3940%6 . 6480%8 .4887%4 . 82 15%2 . 9653%2 . 19 62%0 .1 919%0 . 2817%0 .3838%1 .3882%1 . 91 54%0 . 1921%0 .191 9%3 . 6 1 46%1 . 9 15 4%0 . 2 817%5 .0 13 9%0 .4221%1 .00 8 7%0 . 412 7%4 . 9864%1 . 5197%8 . 1 551%

1 00 .0000%

1 . 2428%4 . 2212%0 .3394%2 . 3886%4 . 9232%3 . 5 588%5 .4837%3 . 0 75 9%6 . 6047%1 . 8381%0 . 541 9%0 . 4203%1 . 1482%

12 . 4 179%13 . 7 06 9%5 . 8 033%6 . 04 16%3 . 9698%0 .2928%1 . 3 512%0 .9050%0 . 8543%2 . 2696%0 .083 1%0 . 1097%2 .3249%2 . 748 4%1 .0885%1 . 32 63%0 .7455%1 . 3545%0 . 8 513%1 . 1593%3 . 3194%2 . 299 7%

100 . 0000%

Phase 1 : 20% acreage + 20% Useable Wellbores + 30% CurrentProduction + 5% Ultimate Primary Production +25% Remaining Primary Reserves (up to 15 years )

Phase II : 15% Useable Wellbore + 1 7 . 5% Cumu lative Produc tion+ 3 5 . 83% Acre- feet of Pay + 3 1 . 67% Ultimate PrimaryProduction

Phase I commences on the Effective Date of the Unit andterminates upon the commencement of Phas e II .

Phase II commences on the first day of the month followingrecovery of 404,865 barrels of oil produced after April 1,1985 .

JWH/mqb031188TAB843

EXHIBIT "A "

Number Basic Royalty Overriding RoyaltyTract Description of and andNo. Of Land Acres Percentage Percentage

I Township I North , Range 5 WestSec t ion 27 : E/ 2 SE/4 NW/4

20 .00 Opal ReevesDarla Todd SteinHarry Wayne ToddJoe H . ToddMaxine WilkersonCurt iss Wil liamsJ . R . WilliamsRobert P . BriganceEdwin G . Bri ganceQuintin Litt le CompanyLena M . FrensleyCorrine Marie WhirlowFrensley

C laude L . FrensleyFrank Morris Ford, Jr .Edith GreenAngelean F . LenehanJerry Ann LovePauline G . McKnight, AcctRobert Trent MillerRay Bradford MillerSusan Claire M i llerHal G . McKnightSusan WagnerEdith Carrut hKathryn Crall eMaria Otilia Garci aand Francis L . BrownPatric k Brown, Trustee

C lara McGowanAlice K . Sturm Trust

a

3 . 035%1 . 012%1 . 012%1 . 012%3 . 035%3 . 035%3 .035%0 .417%0 .417%

13 .123%4 .018%1 .786%

4 .528%4 .753%2 .344%1 .339%4 .167%8 .333%0 .746%0 .746%0 .746%4 .167%] .237X3 .035%0 .417%2 .500%

*Ralph Espach, Inc

*To be borne 50% by MCOROil & Gas Corp . , and 50%by Statex Petroleum, Inc .

5 .00%

( Cont inued ne xt pa ge )

2 .500%13 .409%

Working Interest

andPercen ta¢e

Statex Petroleum, IncMCOR Oil & GasAmoco Production Co .

Page 1

37 .5%37 .5%25 .0%

TAB557

Page 2

Number Basic Royalty Overriding Royalty Working Interest TractDescription of and and and

No . Of Land Acres Percentage Percenta ge Percentage

1 Township 1 North, Range 5 West(Cont .) Section 27 : E/2 SE/4 NW/4

Estate of Sue F . Miller,Decea sed

Angie MossMary Kirkpatrick WadeJoe R . Wade

Mark D . Wade

*of 12 .5 X Royalty

2 Township 1 North , Range 5 WestSection 27 : W/2 NE/4

80 .00 Quintin Little Company

Lena H . FrensleyCorrine Marie Whirlow

FrensleyClaude L . FrensleyFrank Morris Ford, Jr .Edith GreenAnge lean F . LenehanJerry Ann LovePaul ine G . McKnight AcctRobert Trent Mille r

Ray Bradford Mille r

Susan C l aire Mille rHal G . McKnightSusan Wagne r

Estate of Sue F . Miller ,Deceased

Angie Moss Trust

*of 12 .5% Royalty

5 . 274%

1 . 786%1 .518%0 . 759%0 .759%

*

8 .064%

8 .036%

3 . 571%9 . 056%9 . 505%4 .688%2 .679%8 . 333%

16 . 667%1 .492%1 . 492%1 .492%8 . 333%2 . 474%

10 .547%

3 . 571%

*Alan Miller Trust*Ralph Espach, Inc

*To be borne 50% byMCOR Oil & Gas Corp . ,

and 50% by Statex

Petroleum, Inc .

0 .00684% Calumet Petroleum, Ltd .

5 .00000% Sonat Exploration

Concord Oil CompanyStatex Petroleum Inc .MCOR Oil & Gas Corp .

Enex Resources Corp .Limited Partnershi p

Enex Resources Corp .

Operating Right s

Grace Petroleum Corp .

Schafer Engineering IncBlaez Corp .

11 .140625%6 .250000%0 .019531%

37 .515625%37 .515625%0 .043946%

0 .014648 %

6 .250000%0 . 625000%0 .625000%

TAB557

TractNo .

3

DescriptionOf Land

Township 1 North, Range S WestSection 27 : S/2 SE/4 NE/4

ExH lxl7 . "A "TABLE 2

PERCENTAGE AND KIND O F OWNERSHIP OF O I L AND GAS

COUNTY . OK

Number Basic Royaltyof andAcres Percentage

20 .00 Pauline Green McKnigh tJerry Mn LoveHal G . McKnightFrank Morris Ford, Jr .Edith GreenSusan Wagne r

* of 1 2 .5% Royalty

4 Township 1 North, Range 5 WestSection 27 : E/2 E/2 SW/4

40 .00 Curtiss William sQuintin Little Co .J . R . WilliamsOpal Reeve sEdith CarruthMaxine Wilkerso nJoe H . ToddHarry Wayne Tod dDarla Todd SteinMaria Otilia Garciaand Francis Leach BrownPatrick Brown, Truste e

Clara McGowenKathryn CralleEdwin G . BriganceRobert P . BriganceSamuel Roberts NobleMary Kirkpatrick WadeJoe K . WadeHark D . Wade

* of 1 2 .5X Royalty

33 .333%1 6 .667%16 .667%1 9 .010%9 .375%4 .948%

4

6 .0714%18 .1818%6 .0714%6 .0714%6 .0714%6 .0714%2 .024%2 .024%2 . 024%5 .000%

5 .000%0 .8333%0 .8333%0 .8333%

26 .8181%3 .0356%1 . 5178%1 .5178%

I T

Overriding Royalty

and

Per c entaee

None

None

Wo rking Interest

an d

Percenla ¢ e

Amoco Produc tion C o mpany

Toland & John s ton, Inc

PD I, I nc .

Page : t ,

1 00 . 00%

99 .78125%0 .2 1 875%

TAB557

Page 4

Number Basic Royalty Overriding Royalty Working Interest

Tract Description of and and and

No . Of Land Acres Percentage Percentage Percentage

5 Townsh ip 1 No rth, Range 5 West 30 .00Section 27 : NW/4 SW/4 SE/4 ,

W/2 NW/4 SE/4

Curti s s WilliamsQuintin Little Co .

J . R . WilliamsOpa l Reeves

Edith Carrut hMaxine Wilkerson

Joe H . ToddHarry Wayne Todd

Darla Todd SteinMaria Otilia Garci aand Francis Leach Brown,Pa trick Brown, Trustee

Cla ra McGowenKat herine Cralle

Edwin G . BriganceRobert P . BriganceAlice K. Sturm, TrusteeMary Kirkpatrick WadeJoe K . Wade

Mark D . Wade

* of 12 .5X Royalty

6 .0714%18 .1818%6 . 0714%6 .0714%6 .0714%6 .0714%2 . 0240%2 .0240%2 .0240%5 . 0000%

5 . 0000`X0 . 8333%0 . 833 3%0 . 833 3%26 .8181%3 . 0356%1 . 5178%1 .5178%

None Amoco Production Company 100 .00%

TAB557

EXHIBIT "A"TABLE 2

THE PERCENTAGE AND KIND OF OWNERSHIP OF OIL AND GAS

PRAIRIEDALE (HARC}IAND) UNIT ARE ASTEPHENS COUNTY . OKLAHOMA

Page 5

Number Basic Royalty Overriding Royalty Wor king InterestTract Description of and and andNo. Of Land Acres Percentage Percentage Percentage

6 Township 1 North , Range 5 West 30 . 00Section 27 : E/2 NW/4 SE/4 ,

NE/4 SW/4 SE/4

Lena M . FrensleyAngelena F . LenehanSusan C laire MillerRay Bradford MillerRobert Trent MillerSue F . tiillerClaude L . Frensley, JrAngie Moss, TrustQuintin Little Co .Corinne Marie WhirlowFrensley

Pauline Green McKnightFrank Horris Ford, Jr .Edith GreenSusan WagnerHal G . McKnightJerry Ann Love

* o f 12 .5X Royalty

~

8 . 0358%

2 .6785%1 . 4920%

1 .4920%1 . 4920%

10 . 5473%

9 .0553%3 .5 713%8 .0645%

3 .5 713%

16 .6667%9 .5052%4 .6875%2 .4738%8 .3334%8 .3334%

Amoco Production Company 2 .734375% Samedan Oil Corp . 100 . 00'f,

TAB557