SURFACE USE AND DAMAGE AGREEMENT AND EASEMENT

            THIS SURFACE USE AND DAMAGE AGREEMENT AND EASEMENT (this
"Agreement"), is made and entered into this           day of                            by and between

                     , (hereinafter referred to as "Landowner"), and Evergreen Operating
Corporation, 1401 17th Street, Suite 1200, Denver, Colorado 80202 (hereinafter referred
to as "Operator"):

            WHEREAS, Landowner is the owner of and is in possession of the following described lands (the "Subject Lands"), situated in                    County, to wit:

            WHEREAS, Evergreen Resources, Inc. is the owner of an oil and gas lease(s) (the "Lease(s)") which covers all or part of the Subject Lands; and

            WHEREAS, Operator intends to enter upon the Subject Lands to conduct operations for exploration, drilling, production, marketing, treating, removal and transportation of oil, gas, coalbed methane gas, and all associated hydrocarbon substances produced in association therewith (collectively, "Hydrocarbons") from the Subject Lands and from other lands in the vicinity of the Subject Lands, and/or to drill, install, equip and operate a well or wells for the disposal of water produced in the operations of Operator; and

A)

Operator agrees to pay to Landowner and Landowner agrees to accept a one time payment of $400.00 per Well drilled by Operator upon the Subject Lands for drilling, completing, equipping and producing the Well(s). The acreage allocated to each Wellsite location shall be approximately 200' by 125'. Landowner further grants Operator an easement, right-of-way and permission

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to install facilities on the Subject Lands for gas compression or more 
advanced gas processing, such as booster plants, separation equipment, dehydration plants, and other facilities that are necessary in connection with 
the production and marketing of Hydrocarbons. Landowner will be furnished with a survey plat showing the Wellsite location(s) following the staking of 
such locations.

Landowner hereby grants Operator an easement and right of way for ingress
to, egress from and access upon the Subject Lands for the installation, construction, operation, maintenance, repair, usage, replacement and removal 
of Pipelines and Water Lines, for the movement of Hydrocarbons and water whether produced from the Subject Lands or from other lands. Operator 
agrees to pay Landowner and Landowner agrees to accept, for any Pipelines 
or Water Lines installed by Operator, the sum of $10.00 per rod for the right- of-way and damage therefore as a one-time payment ("ROW Fee") to cover 
the installation, construction, operation, maintenance, repair, usage, 
replacement and removal of the Pipelines and Water Lines. Placement of
multiple Pipelines, or placement of Water Lines with Pipelines, along the 
same right-of-way shall be subject to only one ROW Fee. The foregoing easement and right of way includes the right to install, construct, maintain, 
repair and replace one or more electrical lines necessary for the operation of

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Operator's equipment and facilities. Electrical lines or Water Lines placed 
within Road rights-of-way or along Pipeline rights-of-way shall not be subject 
to any fees for such placement or rights-of-way. It is understood that all Pipelines, Water Lines and electrical lines will be placed in consultation with
the Landowner to cause the least amount of disturbance, and the most benefit,
to Landowner's land use. Unless otherwise required in the Leases, all 
Pipelines. Water Lines and underground electrical lines constructed by 
Operator shall, at the time of construction thereof, be buried to a depth not less than plow depth as measured from the surface above the pipeline to the top of the pipeline, except if rock or other impenetrable substances make burial to 
the foregoing depth impractical, Operator shall have the right to bury the
pipelines to such lesser depth as is practical; and provided that at the option of Operator, such line or lines may be placed above the channel of any stream, ravine, ditch or other water courses. After payment of the ROW Fees for Pipelines and Water Lines, and the initial installation of such Pipelines and
Water Lines, it is understood that in the course of subsequently installing, additional Pipelines or Water Lines in the same right-of-way, or in routine maintenance of existing lines, that Operator, may damage crops. As to any 
such crop damage by Operator occasioned after the initial installation of a Pipeline or Water Line, Operator agrees to reimburse Landowner the actual market value of the portion of planted crops that are destroyed by Operator.

In addition to the above consideration, Operator, it's successors and assigns, agrees to pay actual damages to crops, fences, livestock, timber, and penalties assessed against CRP Lands, as well as damages to the surface of said lands, 
to the extent not located within the areas granted for Wellsite(s), Disposal Wellsite(s), Roads, Pipelines, Water Lines or electrical lines caused by or resulting from operations of Operator or its agents in connection with the location, drilling, completion, production and/or abandonment of the subject

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Well(s) or Disposal Well(s), except to the extent that such damages are 
included in any payments described above.

            All payments required to be made pursuant to this Surface Use and Damage Agreement and Easement shall be mailed or delivered to Landowner at the address stated above, unless notice of change of address is given to Operator in writing. Payments for
the drilling of the Well(s) and/or the Disposal Well(s) will be due on the date that
Operator commences the drilling of any such well. Compensation for the surveyed roads and pipeline rights-of-ways and easements will be paid within 30 days after completion
of construction of any such road or pipeline. If Landowner owns less than 100 percent of the surface ownership as to lands covered hereby, then as to such lands the payments hereunder shall be proportionately reduced as to the percentage of surface interest owned.

            If Landowner believes that Operator is in default under any provision of this Agreement, as a condition precedent to Landowner initiating any legal proceeding, Landowner shall first give at least 30 days advance written notice to Operator specifying
the default claimed by Landowner. In the event of a dispute with respect to any matters arising out of this Agreement as to its terms and conditions or as to payment for any damages or losses incurred by Landowner whether or not the same were contemplated by this Agreement, Landowner agrees that Operator will not be prevented, in any manner,
from carrying on its operations upon the Subject Lands pending settlement of such 
dispute.

            Operator will conduct its operations on the subject lands in accordance with applicable federal, state or county governmental laws, rules and regulations. Upon termination of all operations contemplated herein on the Subject Lands, Operator agrees that it will restore all areas used or occupied, in compliance with all applicable federal, 
state or county governmental laws, rules and regulations and governmental or judicial 
orders which may be in effect at the time of the execution of this Agreement.

            This Agreement shall remain in effect for so long as Operator uses the Subject Lands for the purposes herein described and/or the Oil and Gas Lease remains in effect. Upon termination Operator shall have a reasonable period of time to remove from the Subject Lands any above-ground structures or any other above-ground improvements which may have been placed on the Subject Lands by Operator, and, at Operator's 
option, to remove any Pipelines, Water Lines and other buried facilities.

            Landowner represents and warrants that he is the owner in fee simple of the
Subject Lands, subject only to outstanding mortgages and rights of way, if any, now of record in said county, and in the event of default by Landowner, Operator shall have the right to discharge or redeem for Landowner, in whole or in part, any mortgage, tax or 
other lien on the Subject Lands and thereupon be subrogated to such lien and rights 
incident thereto.

            This Agreement shall be binding upon the parties hereto, and upon their devisees, personal representatives, heirs, successors and assigns. This Agreement and the rights of
the parties may be assigned in whole or in part.

            This Agreement may be executed in counterparts, with the same force and effect 
as if all parties had executed the same instrument.

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IN WITNESS WHEREOF, this instrument is executed effective the day and year first
hereinabove set forth.

LANDOWNER:                               EVERGREEN OPERATING CORPORATION

________________________          __________________________________
                                                          Dennis R. Carlton
                                                          President and Chief Operating Officer

________________________

ACKNOWLEDGMENTS

STATE OF KANSAS           )
                                              ) ss.
COUNTY OF ___________)

            Before me, the undersigned, a Notary Public within and for said County and State,

on this ________day of _____________,          personally appeared

                                                           to me known to be the identical persons who
executed the within and foregoing instrument and acknowledged to me that they executed
the same as their free and voluntary act and deed for the uses and purposes therein set
forth.

            In testimony whereof, I have hereunto set my hand and official seal the day and
year last above written.

My commission expires:                                            ______________________
                                                                                Notary Public

STATE OF COLORADO     )
                                              ) ss.
COUNTY OF DENVER       )

            Before me, the undersigned, a Notary Public within and for said County and State,
on this        day of                            personally appeared Dennis R. Carlton, the President and Chief Operating Officer of Evergreen Operating Corporation, to me known to be the identical person who executed the within and foregoing instrument and acknowledged to
me that he executed the same as the free and voluntary act and deed of the corporation for the uses and purposes therein set forth.

            In testimony whereof, I have hereunto set my hand and official seal the day and
year last above written.

My commission expires:                                            ______________________
                                                                                Notary Public: Gayle Peppeard

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