SETTLEMENT AGREEMENT

     This Settlement  Agreement (this "Agreement") is entered into as of October
6, 1999, by and between:  STRATFORD AMERICAN RESOURCE  CORPORATION  ("SARC"),  a
Texas  corporation;   STRATFORD  AMERICAN   CORPORATION   ("SAC"),   an  Arizona
corporation;  ENERGY INVESTMENT  ADVISORS,  INC. ("EIA"),  a dissolved  Colorado
corporation; OIL & GAS ADVISORS, INC. ("OGA"), a Delaware corporation; PETROLEUM
ADVISORS & CO. ("PAC"),  a New York  partnership;  SAMUEL B. DAVIS ("S. Davis");
and HUGH J. DAVIS ("H.  Davis").  Each of the  foregoing  parties are  sometimes
referred to as a "Party" or collectively as the "Parties."

                                    RECITALS

     A. On or about February 21, 1999,  SARC and SAC initiated a lawsuit against
EIA,  OGA, PAC, S. Davis and H. Davis  captioned:  Stratford  American  Resource
Corporation et al. v. Energy  Investment  Advisors,  Inc., Case No.  99-CV-1069,
Courtroom  18  (District  Court,  City and  County  of  Denver,  Colorado)  (the
"Lawsuit").  In the  Lawsuit,  SARC and SAC sought a  declaratory  judgment  and
alleged  breach of  contract  relating  to a  Settlement  Agreement  (the "Prior
Settlement  Agreement") and Assignment (the  "Assignment"),  both dated July 18,
1988, entered into by and between and among the Parties.

     B.  In  the  Lawsuit,  EIA,  OGA,  PAC,  S.  Davis  and H.  Davis  asserted
counterclaims  against SARC, SAC alleging breach of contract,  unjust enrichment
and accounting relating to the Prior Settlement  Agreement and Assignment.  EIA,
OGA, PAC, S. Davis and H. Davis have denied  liability to SARC and SAC. SARC and
SAC have denied liability to EIA, OGA, PAC, S. Davis and H. Davis.

     C. The  Parties  wish to enter into this  Agreement  to resolve all claims,
counterclaims, allegations and defenses which they had against each other in the
Lawsuit  and  arising out of all other  transactions,  communications  and other
dealings between the Parties to the date of this Agreement regardless of whether
the factual basis of such claims is fully known or appreciated.

                                    AGREEMENT

     NOW,  THEREFOR,  in  consideration  of the foregoing  recitals,  the mutual
promises, covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:

     1. SETTLEMENT  PAYMENT.  Contemporaneously  with the full execution of this
Agreement by all Parties, SARC shall make a single payment of US $87,500.00 (the
"Payment") for the benefit of EIA, OGA, PAC, S. Davis and H. Davis.  The payment
shall be made by wire  transfer to the "Davis,  Graham & Stubbs LLP Client Trust
Fund Account" (the "Account") in accordance with the wire transfer  instructions
attached hereto as EXHIBIT A. Upon receipt of the Payment, Counsel for EIA, OGA,
PAC, S. Davis and H. Davis agrees to verify receipt of the Payment by sending an
email to  counsel  for SARC (at  pmoore@ctdk.com)  acknowledging  receipt of the
Payment.
<PAGE>
     2. REASSIGNMENT OF PAC INTERESTS. Contemporaneously with the full execution
of this  Agreement by all the Parties,  PAC shall  transfer all of its remaining
interests in the Acquired  Interests (as defined in the  Assignment) and any and
all other interests under the Assignment  pertaining to the Acquired  Interests,
if any,  to SARC,  by  execution  and  delivery of the form  attached  hereto as
EXHIBIT B (the "Transfer of Interests"). The Transfer of Interests shall be free
of any  representations  or  warranties of any type or  description  whatsoever,
including but not limited to representations or warranties of title.

     3. GENERAL RELEASE BY SARC AND SAC. Effective upon the later of the receipt
of Payment  into the Account or the  delivery of the  Transfer of  Interests  to
SARC,  then  SARC and SAC,  for  themselves  and for  their  successors,  heirs,
assigns, agents, representatives, officers, directors and employees, completely,
unconditionally  and forever  release,  acquit and  discharge  EIA, OGA, PAC, S.
Davis and H. Davis, together with their respective  successors,  heirs, assigns,
representatives,  agents, affiliated entities, employees,  attorneys,  officers,
directors,  and  partners,  of and from any and all  actions,  causes of action,
claims, contracts, debts, demands, liabilities, losses and damages of every kind
and nature whatsoever,  whether known or unknown,  including but not limited to,
those  which  were  made,  may have  been  made or could  have  been made in the
Lawsuit,  or which  in any  manner  relate  to any and all  other  transactions,
communications  and other dealings between the Parties prior to the date of this
Agreement.   This  release   shall  be  a  full  and  final   general   release.
Notwithstanding  the foregoing,  nothing contained in this Paragraph No. 3 shall
constitute a release of EIA, OGA, PAC, S. Davis and H. Davis from complying with
the terms and conditions of this Agreement.

     4. GENERAL RELEASE BY EIA, OGA, PAC, S. DAVIS AND H. DAVIS.  Effective upon
the later of the receipt of Payment into the Account or delivery of the Transfer
of Interests to SARC, then EIA, OGA, PAC, S. Davis and H. Davis,  for themselves
and for their successors,  heirs, assigns,  agents,  representatives,  officers,
directors,  and  employees,  completely,  unconditionally  and forever  RELEASE,
ACQUIT AND DISCHARGE SARC AND SAC,  together with their  respective  successors,
heirs,  assigns,   representatives,   agents,  affiliated  entities,  employees,
attorneys,  officers,  directors, and partners, of and from any and all actions,
causes of action, claims,  contracts,  debts, demands,  liabilities,  losses and
damages of every kind and nature whatsoever, whether known or unknown, including
but not limited to, those which were made, may have been made or could have been
made in the  Lawsuit,  or  which  in any  manner  relate  to any  and all  other
transactions, communications and other dealings between the Parties prior to the
date  of  this  Agreement.  This  release  shall  be  a  full  general  release.
Notwithstanding  the foregoing,  nothing contained in this Paragraph No. 4 shall
constitute  a  release  of SARC  and SAC  from  complying  with  the  terms  and
conditions of this Agreement.

     5. DISMISSAL OF THE LAWSUIT. After the later of receipt of Payment into the
Account or delivery of the  Transfer to SARC,  then the Parties  shall  promptly
dismiss the Lawsuit,  with prejudice.  Counsel for the Parties shall execute and
file with the  District  Court for the City and  County of  Denver,  Colorado  a
Stipulation  for Dismissal With Prejudice in the form attached hereto as EXHIBIT
C.

     6. COVENANT NOT TO SUE. Each Party  covenants that it will not initiate any
lawsuit or  proceeding  or otherwise  assert any claims which have been released
under this Agreement.

                                      -2-
<PAGE>
     7. SOLE  SURVIVING  AGREEMENT.  SARC and SAC on the one hand and EIA,  OGA,
PAC,  S. Davis and H. Davis on the other hand  acknowledge  that this  Agreement
evidences the sole surviving contractual relationship between and among them and
supersedes all prior and contemporaneous agreements, representations, warranties
and understandings of the Parties.  Notwithstanding the foregoing, Paragraph No.
7 (Right to Compete) in the Prior Settlement Agreement shall remain in effect.

     8.  ALLOCATION  OF  PAYMENT.  The  Parties  agree that SARC may  internally
allocate  the payment as  follows:  (a)  $37,500.00  toward  acquisition  of the
Transfer  Interests;  and (b) $50,000  toward  settlement  of the  Lawsuit.  The
Payment and  Transfer are made in  satisfaction  and  settlement  of the claims,
counterclaims  and defenses  asserted in the Lawsuit and the Reassignment of the
PAC  Interests  as  specified  in  Paragraph  No. 2, above,  and the Transfer of
Interests.

     9. ATTORNEYS'  FEES. Each Party shall be responsible for its own attorneys'
fees,  costs and  expenses  incurred  in  connection  with the  Lawsuit  and the
preparation of this Agreement.

     10. NO ADMISSION OF LIABILITY.  The Parties' agreement to the terms of this
Agreement shall in no manner be deemed to be, and is not, an admission,  express
or implied,  of: (a)  liability by any Party to any other person or entity;  (b)
any fact,  other than the facts set forth in the Recitals to this Agreement;  or
(c) the merits of the position taken by any Party with respect to any matter.

     11. FUTURE COOPERATION.  Each Party agrees to execute any and all documents
and to do and perform any and all acts and things reasonably necessary or proper
to effectuate or further evidence the terms and provisions of this Agreement.

     12. NO  ASSIGNMENT  OF CLAIMS.  Each Party  represents  and warrants to the
other that it has not heretofore assigned or transferred, or purported to assign
or transfer to any person or entity any of the claims that it might have against
the other which are  released  in  Paragraph  Nos. 3 and 4,  above,  and has not
encumbered the interests transferred pursuant to paragraph 2, above.

     13. NO  THIRD-PARTY  BENEFICIARIES.  Except as  otherwise  provided in this
Agreement,  nothing  in this  Agreement  is  intended  to confer  any  rights or
remedies  under or by reason of this  Agreement  on any  persons  other than the
Parties,  nor is anything in this Agreement intended to relieve or discharge the
obligation  or  liability  of any  third  person  to any  Party,  nor  shall any
provision of this  Agreement  give any third person any right of  subrogation or
action over or against any Party.

     14.  CONFIDENTIALITY.  Except as may be required by any  regulatory  agency
having authority over any party or excepts pursuant to a SUBPOENA DUCES TECUM or
other proper order for  production of  information  in any  subsequent  judicial
proceeding  or as required by applicable  law or to  effectuate  the purpose and
terms of this  Agreement,  each Party agrees to keep the terms and conditions of
this Agreement confidential.

     15. [Intentionally deleted].

                                      -3-
<PAGE>
     16.  MODIFICATION AND WAIVER.  No supplement,  modification or amendment of
this Agreement  shall be binding unless  executed in writing by all Parties.  No
waiver of any of the provisions of this Agreement  shall be deemed or constitute
a waiver of any other  provision,  whether or not similar,  nor shall any waiver
constitute a continuing  waiver.  No waiver shall be binding unless  executed in
writing by the Party making the waiver.

     17. REVIEW;  REPRESENTATION  BY COUNSEL;  ETC. Each Party  acknowledges and
represents that:

          (1) It has fully and  carefully  read and  considered  this  Agreement
prior to its execution;

          (2) It has consulted  with or has had the  opportunity to consult with
its attorneys  regarding the legal effect and meaning of this  Agreement and all
terms and conditions  hereof, and that it is fully aware of the contents of this
Agreement and its legal effect;

          (3) It has  had the  opportunity  to make  whatever  investigation  or
inquiry it deems  necessary or appropriate in connection with the subject matter
of this Agreement;

          (4) It is executing this Agreement voluntarily and free from any undue
influence, coercion, duress or fraud of any kind; and

          (5) It is knowingly and  voluntarily  waiving and releasing all claims
against the other  Party,  regardless  of whether such claims are known or fully
appreciated, except as provided in this Agreement.

     18. Miscellaneous Provisions.

          (1) This  Agreement  shall be  binding  upon  and  shall  inure to the
benefit of the Parties and the Parties' respective heirs, legal representatives,
successors and assigns;

          (2) If either  Party is  required  to take any action to enforce  this
Agreement,  the  prevailing  Party shall be  entitled to recover all  reasonable
attorneys' fees and costs from the non-prevailing Party;

          (3) If either  Party is  required  to take any  action to  enforce  or
interpret this Agreement,  such action shall be brought only the state courts in
Denver County, Colorado;

          (4) The paragraph  headings used in this Agreement are for purposes of
identification  only and shall not be considered in construing  this  Agreement.
Furthermore,  this Agreement shall be deemed to have been prepared with the full
and equal  participation  of all the  Parties and their  respective  counsel and
shall not be construed by one Party against the other;

          (5) This Agreement  shall be construed and enforced in accordance with
the laws of the State of Colorado;

                                      -4-
<PAGE>
          (6) By executing this Agreement,  each of the  undersigned  represents
and  warrants to the other that each of the  undersigned  has the full power and
authority to enter into and perform this Agreement in accordance with its terms;
and

          (7) This Agreement may be executed in multiple  counterparts,  each of
which shall constitute an original,  and both of which together shall constitute
one and the same  document.  The parties  shall accept  facsimile  signatures as
original signatures.

     IN WITNESS WHEREOF,  the Parties have executed this Agreement as of the day
and year first above written.


                                         STRATFORD AMERICAN RESOURCE CORPORATION


                                         ---------------------------------------
                                         By:  Mel Shultz
                                         Its:  President



STATE OF ARIZONA    )
                    ) ss.
COUNTY OF MARICOPA  )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
October,  1999 by Mel Shultz,  as  President  of  Stratford  American  Resources
Corporation, a Texas corporation.

     Witness my hand and official seal.

     My commission expires: _______________________________



                                         ---------------------------------------
                                         Notary Public

                                      -5-
<PAGE>
                                         STRATFORD AMERICAN RESOURCE CORPORATION


                                         ---------------------------------------
                                         By:  Mel Shultz
                                         Its:  President



STATE OF ARIZONA    )
                    ) ss.
COUNTY OF MARICOPA  )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
October, 1999 by Mel Schultz, as President of Stratford American Corporation,  a
Delaware corporation.

     Witness my hand and official seal.

     My commission expires: _______________________________



                                         ---------------------------------------
                                         Notary Public

                                      -6-
<PAGE>
                                         PETROLEUM ADVISORS & CO.
                                         By Oil & Gas Advisors, & Inc., Partner


                                         ---------------------------------------
                                         By:  Samuel B. Davis
                                         Its:  President


STATE OF ARIZONA    )
                    ) ss.
COUNTY OF MARICOPA  )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
October,  1999 by Samuel B. Davis,  as President of Oil & Gas Advisors,  Inc., a
Partner in Petroleum Advisors & Co., a New York Partnership.

     Witness my hand and official seal.

     My commission expires: _______________________________



                                         ---------------------------------------
                                         Notary Public


                                         OIL & GAS ADVISORS, INC.


                                         ---------------------------------------
                                         By:  Samuel B. Davis
                                         Its:  President


STATE OF ARIZONA    )
                    ) ss.
COUNTY OF MARICOPA  )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
October,  1999 by Samuel B. Davis,  as President of Oil & Gas Advisors,  Inc., a
Delaware corporation.

     Witness my hand and official seal.

     My commission expires: _______________________________



                                         ---------------------------------------
                                         Notary Public

                                      -7-
<PAGE>
                                         SAMUEL B. DAVIS



                                         ---------------------------------------
                                         Samuel B. Davis, Individually


STATE OF ARIZONA    )
                    ) ss.
COUNTY OF MARICOPA  )


     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
October, 1999 by Samuel B. Davis, Individually.

     Witness my hand and official seal.

     My commission expires: _______________________________



                                         ---------------------------------------
                                         Notary Public

                                      -8-
<PAGE>
                                         PETROLEUM ADVISORS & CO.
                                         By Energy Investment Advisors, Inc.,
                                            Partner



                                         ---------------------------------------
                                         By:  Hugh J. Davis
                                         Its:  President


STATE OF COLORADO      )
                       ) ss.
COUNTY OF ___________  )

     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
October,  1999 by Hugh J. Davis,  as  President of Energy  Investment  Advisors,
Inc., Partner in Petroleum Advisors & Co., a New York partnership.

     Witness my hand and official seal.

     My commission expires: _______________________________



                                         ---------------------------------------
                                         Notary Public

                                         ENERGY INVESTMENT ADVISORS, INC.


                                         ---------------------------------------
                                         By: Hugh J. Davis
                                         Its: President


STATE OF COLORADO      )
                       ) ss.
COUNTY OF ___________  )


     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
October, 1999 by Hugh Davis, as President of Energy Investment Advisors, Inc., a
dissolved Colorado corporation. Witness my hand and official seal.

     My commission expires: _______________________________



                                         Notary Public

                                      -9-
<PAGE>
                                         HUGH J. DAVIS


                                         ---------------------------------------
                                         Hugh J. Davis, Individually


STATE OF COLORADO      )
                       ) ss.
COUNTY OF ___________  )


     The  foregoing  instrument  was  acknowledged  before me this  _____ day of
October, 1999 by Hugh J. Davis, Individually.

     Witness my hand and official seal.

     My commission expires: _______________________________



                                         ---------------------------------------
                                         Notary Public

                                      -10-
<PAGE>
APPROVED AS TO FORM:


CLANAHAN TANNER DOWNING & KNOWLTON, P.C.



By:
     ---------------------------------------
     Peter T. Moore
     The Equitable Building
     730 17th Street, Suite 500
     Denver, Colorado 80202

Attorneys for Plaintiffs and Counterclaim-Defendants SARC and SAC



DAVIS, GRAHAM & STUBBS LLP



By:
     ---------------------------------------
     Tom McNamara
     370 17th Street, Suite 4700
     Denver, Colorado 80202


Attorneys for Defendants and Counterclaim-Plaintiffs EIA, OGA, PAC, S. Davis and
H. Davis
<PAGE>
                                    EXHIBIT A


                          DAVIS, GRAHAM & STUBBS LLP -
                           WIRE TRANSFER INSTRUCTIONS

                                                        REVISED: OCTOBER 1, 1999


In order to have funds  wire  transferred  into the  Davis,  Graham & Stubbs LLP
Agency Trust Account, please comply with the following instructions:


RECEIVING BANK:


Name:                      Bank One, Colorado, NA

ABA ROUTING NUMBER:        102001017

Branch:                    Downtown Branch
                           1125 17 th Street
                           Denver, CO 80202

Telephone:                 (303) 244-4082

Specific Identifiers:      Energy Investment Advisors, Inc.


CREDIT ACCOUNT:

Name:                      Davis, Graham & Stubbs LLP
                           Agency Trust Account

Address:                   370 17th Street, Suite 4700
                           Denver, CO 80202

ACCOUNT NUMBER:            1192610507


FIRM CONTACT:

Name:                      Carl Cox - Controller

Telephone:                 (303) 892-7445
<PAGE>
                                    EXHIBIT B


                       ASSIGNMENT OF OIL AND GAS INTERESTS

KNOW ALL MEN BY THESE PRESENTS:

     That the  undersigned,  PETROLEUM  ADVISORS & CO., a New York  partnership,
hereinafter called "Assignor", for and in consideration of Ten Dollars ($10.00),
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, does hereby sell, assign, transfer, quitclaim and convey
unto STRATFORD AMERICAN RESOURCE CORPORATION, with an address of 2400 E. Arizona
Biltmore Circle,  Building 2, Suite 1270,  Phoenix,  Arizona 85016,  hereinafter
called "Assignee",  all of Assignor's right,  title and interest,  of every kind
and character,  in and to the oil and gas leases,  lands and wells  described on
Exhibit 1, attached  hereto and made a part hereof,  including all of assignor's
associated  rights  and  properties,  both real and  personal  (the "Oil and Gas
Interests").  It is the  intent of  Assignor  to convey to  Assignee  all of the
right,  title and interest of Assignor in the Oil and Gas  Interests  previously
conveyed by Assignee to Assignor in that certain Assignment dated July 18, 1988.

     This assignment is made without warranty of any kind,  express,  implied or
statutory, general or special.

     This  assignment  shall be governed by and  construed  under the law of the
State of Colorado.

     The terms and conditions contained in this assignment shall be binding upon
and shall  inure to the  benefit  of the  parties  hereto  and their  respective
successors and assigns.

     EXECUTED this _____ day of October 1999, but effective October 1, 1999.

                                        PETROLEUM ADVISORS & CO.
                                        A New York general partnership

                                        By:  Energy Investment Advisors, Inc,
                                               Partner



                                        By:_______________________________
                                                 Hugh J. Davis, President

This instrument was prepared by:
Gary J. Younger
Clanahan, Tanner, Downing & Knowlton, P.C.
730 17th Street, Suite 500
Denver, CO 80202-3580
<PAGE>
STATE OF ______________________  )
                                 )ss.
COUNTY OF _____________________  )


     The  foregoing  instrument  was  acknowledged  before  me  this  ___ day of
October,  1999, by Hugh J. Davis,  as President of Energy  Investment  Advisors,
Inc., a Partner of Petroleum Advisors

     Witness my hand and official seal this ______ day of October, 1999.

     My commission expires:

     -----------------------                     -------------------------------
                                                           Notary Public
<PAGE>
                                    EXHIBIT 1
                                       TO
                       ASSIGNMENT OF OIL AND GAS INTERESTS

1.   The  Lysander  Resources  Hunt #1-31  Well,  and all oil and gas leases and
     interests  insofar as they cover  Section 31, T9N,  R24W,  Johnson  County,
     Arkansas.

2.   The Lysander  Resources  Newman #1-27 Well,  and all oil and gas leases and
     interests  insofar as they cover Section 27, T7N, R32W,  Sebastian  County,
     Arkansas.

3.   The Lysander Resources  Bradfield #1-9 Well; and all oil and gas leases and
     interests  insofar  as they  cover  Section  9,  T8N,  R18W,  Pope  County,
     Arkansas.

4.   The  Lysander  Resources  Rye #1-23  Well;  and all oil and gas  leases and
     interests  insofar as they cover Section 23, T7N, R32W,  Sebastian  County,
     Arkansas.

5.   The  Lysander  Resources  Gage #1-10  Well;  and all oil and gas leases and
     interests  insofar as they cover Section 10, T10N,  R27W,  Franklin County,
     Arkansas.

6.   The  Lysander  Resources  Burris #1-8 Well;  and all oil and gas leases and
     interests  insofar  as they  cover  Section  8,  T8N,  R18W,  Pope  County,
     Arkansas,  including but not limited to  Assignments  of Oil and Gas Leases
     from  Lysander  Resources,  Inc. to Night Hawk Resource  Corporation  dated
     December 1, 1987, recorded in Book 23C, Pages 391-95, Pope County, Arkansas
     real property records.

7.   The  Lysander  Resources  Hallum #2-4 Well;  and all oil and gas leases and
     interests  insofar as they cover Section 4, T10N,  R26E,  Sequoyah  County,
     Oklahoma.

8.   The Lysander  Resources  Daniels #1-26 Well; and all oil and gas leases and
     interests  insofar as they cover Section 26, T7N, R32W,  Sebastian  County,
     Arkansas.

9.   The Alexander  Energy  Barrett  #1-36 Well;  and all oil and gas leases and
     interests  insofar  as they cover  Section  36,  T8N,  R18W,  Pope  County,
     Arkansas.

10.  The Lysander  Resources  Daisy Bird Cochran #1-10 Well; and all oil and gas
     leases and  interests  insofar as they cover Section 10, T5N,  R29W,  Logan
     County, Arkansas.
<PAGE>
                                    EXHIBIT C

DISTRICT COURT, CITY AND COUNTY OF DENVER, COLORADO
Case No. 99-CV-1069, Courtroom 18

--------------------------------------------------------------------------------

                     STIPULATION OF DISMISSAL WITH PREJUDICE

--------------------------------------------------------------------------------

STRATFORD AMERICAN RESOURCE CORPORATION, a Texas corporation; and
STRATFORD AMERICAN CORPORATION, an Arizona corporation,

     Plaintiffs and Counterclaim-Defendants,

v.

     ENERGY INVESTMENT ADVISORS, INC., a dissolved Colorado corporation;
     OIL & GAS ADVISORS,  INC., a Delaware  corporation;
     PETROLEUM  ADVISORS & CO., a New York general partnership;
     SAMUEL B. DAVIS; and HUGH J. DAVIS,

     Defendants and Counterclaim-Plaintiffs.

--------------------------------------------------------------------------------

     Pursuant  to  Colo.   R.  Civ.   Pro.   Rule   41(a)(1),   Plaintiffs   and
Counterclaim-Defendants,  Stratford American Resource  Corporation and Stratford
American  Corporation,  and  Defendants  and   Counterclaim-Plaintiffs,   Energy
Investment Advisors,  Inc., Oil & Gas Advisors,  Inc., Petroleum Advisors & Co.,
Samuel B. Davis and Hugh J. Davis, by and through their  respective  undersigned
counsel,  stipulate  that this action  shall be  dismissed  with  prejudice.  In
accordance  with Colo. R. Civ. Pro. Rule  41(a)(1),  this  Stipulation  has been
signed by the attorneys  for all parties who have appeared in this action.  Each
Party has agreed to bear such party's own costs and attorneys' fees.

     Dated: October __, 1999.


CLANAHAN TANNER DOWNING & KNOWLTON, P.C.     DAVIS, GRAHAM & STUBBS LLP


By:                                           By:
   -------------------------------------        ------------------------------
   Peter T. Moore                               Tom McNamara
   Gary J. Younger                              370 17th Street, Suite 4700
   730 17th Street, Suite 500                   Denver, Colorado 80202
   Denver, Colorado 80202

Attorneys for Plaintiffs and                 Attorneys for Defendants and
  Counterclaim-Defendants SARC and SAC       Counterclaim-Plaintiffs EIA, OGA,
                                             PAC, S. Davis and H. Davis