INSTRUMENT PREPARED BYVIRGINIA GAS AND OIL BOARD !

ORDER RECORDED UNDER CODEOF VIRGINIA SECITON 45.3-361.26

VIRGINIA:

BEFORE THE VIRGINIA GAS AND OIL BOARD

SUPPLEMENTAL ORDER REGARDING

ELECTIONS, UNIT: V-536764

(hereinafter "Subject Drilling Unit" )

DOCKET NO. VGOB 05/05/17-1455

REPORT OF BOARD

FINDINGS AND ORDER

TAX MAP IDENTIFICATION NUMBERS;

TAX MAP IDEN11FICTION NUMBERS FOR ALL PARCELSAFFECTED BYTHIS ORDER ARE SHOWN ON EXHIBIT (S)~WHICH IS/ARE ATTACHED TO AND A PARTOF THIS ORDER

1. This Supplemental Order is entered by the Board sua snonte in the form authorized bythe Board at its hearing held at 9:00a.m. on October 20, 1992, Board of Supervisors

Room, Courthouse, Grundy, Virginia, and pursuant to authority granted to the Board'sChairman at the hearing of the Virginia Gas and Oil Board on June 16, 1992, at 9:00a.m. at the Rhododendron Restaurant at the Breaks Interstate Park, Breaks, Virginia;and this Supplemental Order is being recorded for the purpose of (1)complying withthe requirement of the Virginia Gas and Oil Board Regulations, 4 VAC 25-160.70C bysupplementing the Order previously issued by the Board for subject Docket on August16, 2005, and recorded in Book 416, Page 026 at, the Office of the Clerk of CircuitCourt, Dickenson County, Virginia on August 18, 2005, (herein "Board Order" ) tocomplete the record regarding elections. The Board Order pooled all interest inSubject Drilling Unit including those of the Respondents more particularly set forthand identified by the Designated Operator in the affidavits attached heieto and made apart hereof. The Board finds it has jurisdiction over the subject matter pursuant to theprovisions of the Virginia Gas and Oil Act, $ 45.1-361.1~et se .,Virginia Code, 1950as amended.

2. Findiinas: The Board finds that:

(a) The Board Order directed Equitable Production Company, (herein theDesignated Operator" ), to mail copies of the Board Order to all respondentswhose interest, if any, were pooled by said Board Order;

(b) The designated operator filed its affidavit of mailing dated September 30, 2005,disclosing that it had mailed a correct copy of the Board's Order to allRespondents whose interest, if any, were pooled by said Board Order;

(c) The Board Order required each Respondent whose interest, if any, were pooledby the terms of said Board Order to make his or her election within thirty (30)days after the date of mailing or recording, as applicable, of said Order; theDesignated Operator has filed its affidavit dated December 12, 2005, inaccordance with $ 7.C of the Virginia Gas and Oil Board Regulations and 4VAC 25-160.70C (herein "Affidavit ofElection" ), wherein it has, for eachRespondent whose interest, if any, were pooled by said Board Order, stated: (i)whether each Respondent has made or failed to make a timely election; (ii) thenature of the election made, if any; (iii) whether, by reason of a failure to elector to timely elect one or more Respondents are deemed, under the terms of theBoard's Order, to have leased all their rights, title, interest, estates and claims inSubject Drilling Unit to the Designated Operator;

(d) The Board Order further required the Designated Operator, after expiration ofthe election period, to file with the Board a statement of the interests subject toescrow under the terms and provisions of the Board Order, in light of theelections made or deemed to have been made (herein "Statement of Interests" );that the Designated Operator furnished said Statement of Interests as part of itsAffidavit ofElection. A copy of which is attached hereto as Exhibit B;

(e) Current Board standards requiring the escrow of funds and the Board'sagreement with its Escrow Agent, Wachovia Bank, Corporate Trust, PA 1328,123 South Broad Street, Philadelphia, PA 19109-1199,(888) 396-0853, Attn:Rachel Rafferty, or any successor named by the Board, require the entry of aSupplemental Order establishing of record the elections made or deemed tohave been made and specifying the sums or percentage thereof subject toescrow. Current Board escrow standards were made applicable to SubjectDrilling Unit by a Board Order dated December 23, 1992.

3. &ddr, By this Order, the Board orders the Designated Operator to tender, consistentwith and in accordance with the findings set forth at paragraph 2 above and theannexed Affidavits, any funds subject to escrow and instructs the Escrow Agent,Wachovia Bank, Corporate Trust, PA 1328, 123 South Broad Street, Philadelphia, PA19109-1199,(888) 396-0853, Attn: Rachel Rafferty, or any successor named by theBoard to establish interest-bearing escrow account(s), IRS Tax Identification Number54-1629506, in accordance with the information set forth in said affidavits to receivesuch funds and account to the Board therefore.

4. Mailina of Order and Filitur of Affidavit: The Designated Operator under thecaptioned Order or its Attorney shall file an affidavit with the Secretary of the Boardwithin ten (10)days after the date of receipt of this Order stating that a true andcorrect copy of this Order was mailed to each person whose interest or claim issubject to escrow and whose address is known.

5. Conclusion: Therefore, the findings and all terms and provisions set forth above beand hereby are granted and IT IS SO ORDERED.

6. Effective Date: This Order shall be effective on the date of its execution.

, 20%My OrderDONE AND PERFORMED THIS jJ . day of Dnr saw*of this Board.

4'k.4"tlson

Principal Executive to the StaffVirginia Gas and Oil Board

DONE AND EXECUTED this /P day of ~- ~,20(f by a maJority]f

of the Virginia Gas and Oil Board. 0

C~~R. Wrier

STATE OF VIRGINIA )COUNTY OF /cb~ )

4Acknowledged on this P day of~==-~,200), personally before me a notarypublic in and for the Commonwealth6f Virginia, a+eared Benny R. Wampler, being duly

sworn did depose and say that he is Chairman of the Virginia Gas and Oil Board, that heexecuted the same and was authorized to do so.

My commission expires: Y/4//d4

Notary Public

STATE OF VIRGINIA )COUNTY OF Jane~)

n LrAcknowledged on this ~day ofI2~~~, 2005, personally before me anotary public in and for the Comm46vealth of Vifginia, appeared B.R. Wilson, being dulysworn did depose and say that he is Principal Executive to the Staff Virginia Gas and OilBoard, that he executed the same and was authorized to do so.

D~~Diane J. Davis UNotary Public

My commission expires: 9-3O-O9

N 42II% 572

VIRGINIA:

BEFORE THE VIRGIMA GAS AND OIL BOARDIN RE: Application of Equitable Production Company, for Forced Pooling of Interests in UnitNumber V-536764 VGOB Docket No. VGOB-05/05/17-1455 in the Ervinton MagisterialDistrict of Dickenson County, Virginia.

AFFIDAVIT GF WILHOIT dt KAISER, Attorneys-at-Law, Agents for the Designated OperatorREGARDING ELECTIONS, ESCROW ACCOUNTS AND SUPPLEMENTAL ORDER

James E. Kaiser (herein Affiant), being first duly sworn on oath, deposes and says:

1. That the Affiant is an attorney in the law firm of WILHOIT dt KAISER, the Agent forthe Designated Operator, with offices located at 220 Broad Street, Kingsport,Tennessee 37660, and is authorized to give this Affidavit in its behalf;

2. That the Order entered on August 16, 2005, by the Virginia Gas and Oil Boardregarding the captioned Conventinal Unit required the Applicant to mail a true andcorrect copy of said Order to each person pooled by said Order;

That within seven (7) days of the receipt of an executed copy of the Order referred toat Paragraph 2. above, the Affiant was directed to cause a true and correct copy ofsaid Order to be mailed via the United States Postal Service to each Respondentnamed in the captioned Application, whose address was known, and to all persons, ifany, who are added as Respondents at the hearing held in the captioned matter;

That the Order of the Virginia Gas and Oil Board in the captioned matter requiredaII persons pooled thereby to tender their written elections to the Unit Operator withinthirty (30) days of the date said Order was recorded in the county above named; thatsaid Order was recorded on August 18, 2005.

That the Designated Operator, by and through their agent, Wilhoit 8t Kaiser,Attorneys-at-Law, have established procedures to review all mail received and allwritten documents received by means other than by mail to ascertain whether partieswhose interest have been pooled have made a written election, in a timely fashion, asrequired by the captioned Order; that said procedures were followed to identify theelections, if any, made with regard to Subject Unit; that the following personsdelivered, by mail or otherwise, written elections to the Unit Operator, within thethirty day election periods:

NONE

N 42ll% 573

6. That the interest and/or claims of the following persons (who made timely elections, orwho are deemed under the terms of the Board's Order to have leased, or who,subsequent to the pooling hearing held in the captioned matter, have leased orotherwise entered into an agreement with the Designated Operator) are subject toescrow under the Board's Order pooling the captioned Unit, as unknownor/unlocatable.

NONE

7. That after the pooling hearing held in the captioned matter, the following persons haveleased or entered into a voluntary agreement with the Designated Operator with

regard to their interest and/or claims.

NONE

That the following persons have not made a timely election and have failed to enterinto an agreement with the Designated Operator and their respective interests shall bedeemed to have leased pursuant to and in accordance with paragraph 10 of the Order.

3¹3505

~Pa ee

Barnum S. PowersRoute l Box 402Clintwood, VA 24228

Cash Contklcration

5.3225 X $5.00 = $26.61

¹3505 Darrell C. PowersDorothy C. Powers h/w

P.O. Box 443Clinchco, VA 24226

5.3225 X $5.00 = $26.61

¹3505 Gaynell SykesClair Sykes h/w

3719 Grandin Road, SWRoanoke, Va 24018

5.3225 X $6.00 = $26.61

That pursuant to the provision of 4VAC 25-160.70C annexed hereto and incorporated hereinis a proposed supplemental order to be entered to complete the record regarding elections; thatsaid annexed supplemental order sets forth that the services of the Escrow Agent are notrequired in this matter pursuant to the terms of IIII 45.1-361.21.D.

IK 42 I PG 574

Dated at Kingsport, Tennessee, this day o 2005.

Q Afnant

Taken, subscribed and sworn to before me by James E. Kaiser, the Agent of Eatableuction Company, a corporation, on behalf of the corporation, this JW~ day of

2005.

My commission expires: //-Z> -dS ylllllNleg<

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Notary atp77~FQ g Clrr

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EXHlIT '

V%35754 '

VGOB OSIO5/17-1455

TRRCTT LESSORLEASE

STATUS

INTERESTWITHIN

UIIIT

GROSSACREAGE

ININNIT

NETREVENUEINTEREST

Gss Estsfs Onlv

1

920573Pine Mountain Oif & Gas Inc.Aan: Jeny GranthsmP.O. Box 2136Abingdon, VA 24212

Leased -EPC241490.01

TRt I

64 30000000% 72.4600 0.08037500 Rl

Tract 1 Totals

2920573

Equitable Producbon Company

Pine Mountain Oil & Ges Inc.Attn: Jeny GmnthamP.O. Box 2136Abingdon, VA 24212

Leased - EPC241490.01

T-408

84.30000000%

18.43000000%

0.56262500 Wl

72.48M 0.84300000

18.5100 0.02053750 RI

Tract 2 Tati go

393505

Equitable Producbon Company

Barnum S. PowersRoute 1 Box 402Cgntwood, VA 24228

Unle seed

1643000000%

4.72250000%

18.5100

5.3225

0.14376250 Wl

0.18430000

0 00590313 Rl

83505 Dansll C. PowersDorothy C. Powers htw

P.O. Box 443Clinchco, VA 24226

Unleased 4.72250000% 5.3225 0.00590313 Rl

83505 Gayrle8 SykesClair Sykes htw3719 Grandin Road, SWRoanoke, Va 24018

Unleasad 4.72250000% 5.3225 0.00590312 Rl

Betty Lou Powers971 Dixie RoadGreenvige, TN 37743

Leased-EPC908087.01

4.72250000% 5.3225 0.00590312 Rl

Tract 3 Totals

Equkabls Producoon Company

4 Ray Bruce Powers93530 Maria Powers ht'w

2048 Courdy Rd 47Waterloo, OH 45688-9317

Leased - EPC244318.01

18.89000000%

0.38000000%

21.2900

0.4300

0.16528750 Wl

0.18890000

0.00047500 Rl

Tract 3 Totals

Equitable Producgon Company

Total Gas Estate

0.00332500 Wl

o.~R~T~.~%WOE OF

)ANUAR) &2006 AM06ANJOE TATEI CLEI|

RECORDED BY'JBVIRGINIA.INTHEDFFIGEDFTHEGLERKDFTHEGIRGUITGDURTDFDIGKENBCNGDUNTY, ~Srt. I 7,206gyhisdeedwasmfsday

presented in said oNce, snd upon the certificate of acknowledgment thereto annexed, admitted to record at ~IO''dock +M, alter payment of

3 ~ tsx imposed by Sec. 58.1-802.