Exhibit 99.2
































SOUTHWEST ROYALTIES, INC.




















Estimated





Future Reserves and Income





Attributable to Certain





Leasehold and Royalty Interests














SEC Parameters


(Proved and Probable Reserves)














As of





December 31, 2010














\s\ William K. FryWilliam K. Fry, P.E.TBPE License No. 97134Vice President





RYDER SCOTT COMPANY, L.P.


TBPE Firm Registration No. F-1580


[SEAL]














RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS
 
 RYDER SCOTT COMPANY
 
 
 
 
 TBPE REGISTERED ENGINEERING FIRM F-1580FAX (713) 651-0849
 1100 LOUISIANA    SUITE 3800HOUSTON, TEXAS 77002-5235TELEPHONE (713) 651-9191




















January 28, 2011











Southwest Royalties, Inc.


Claydesta Center


Six Desta Drive, Suite 3000


Midland, TX  79705








Gentlemen:





At your request, Ryder Scott Company (Ryder Scott) has prepared an estimate of the proved and probable reserves, future production, and income attributable to certain leasehold and royalty interests of Southwest Royalties, Inc. (SWR), a wholly-owned subsidiary of Clayton Williams Energy, Inc. (CWEI), as of December 31, 2010.  The subject properties are located in the states of Alabama, Arkansas, Kansas, Louisiana, Mississippi, Montana, North Dakota, New Mexico, Oklahoma, Texas and Wyoming. The reserves and income data were estimated based on the definitions and disclosure guidelines of the United States Securities and Exchange Commission (SEC) contained in Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register (SEC regulations).  Our third party study, completed on January 20, 2011 and presented herein, was prepared for public disclosure by CWEI in filings made with the SEC in accordance with the disclosure requirements set forth in the SEC regulations.





The properties evaluated by Ryder Scott account for a portion of CWEI’s total net proved and probable reserves as of December 31, 2010.  Based on information provided by CWEI, the third party estimate conducted by Ryder Scott addresses 35.1 percent of the total proved developed net liquid hydrocarbon reserves, 53.4 percent of the total proved developed net gas reserves, 19.1 percent of the total proved undeveloped net liquid hydrocarbon reserves, and 72.0 percent of the total proved undeveloped net gas reserves of CWEI.  The properties evaluated by Ryder Scott represent 100 percent of CWEI’s total net probable reserves as of December 31, 2010.





The estimated reserves and future net income amounts presented in this report, as of December 31, 2010 are related to hydrocarbon prices.  The hydrocarbon prices used in the preparation of this report are based on the average prices during the 12-month period prior to the ending date of the period covered in this report, determined as the unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each month within such period, unless prices were defined by contractual arrangements, as required by the SEC regulations.  Actual future prices may vary significantly from the prices required by SEC regulations; therefore, volumes of reserves actually recovered and the amounts of income actually received may differ significantly from the estimated quantities presented in this report.  The results of this study are summarized below.





600,  1015   4TH  STREET, S.W.CALGARY, ALBERTA T2R 1J4TEL (403) 262-2799FAX (403) 262-2790
 621  17TH STREET, SUITE 1550DENVER, COLORADO 80293-1501TEL (303) 623-9147FAX (303) 623-4258
 
 Southwest Royalties, Inc.
 January 28, 2011
 Page 2





SEC PARAMETERS


Estimated Net Reserves and Income Data


Certain Leasehold and Royalty Interests of


Southwest Royalties, Inc.


As of December 31, 2010





ProvedDeveloped



TotalProducing

Non-Producing

Undeveloped

ProvedNet Remaining ReservesOil/Condensate – Barrels

7,800,142

659,899

2,484,264

10,944,305Plant Products – Barrels

167,645

0

42,400

210,045Gas – MMCF

26,857

4,886

14,437

46,180Income DataFuture Gross Revenue

$705,661,000

$76,004,055

$265,536,188

$1,047,201,243Deductions

290,711,594

29,941,760

131,074,594

451,727,948Future Net Income (FNI)

$414,949,406

$46,062,295

$134,461,594

$  595,473,295Discounted FNI @ 10%

$248,534,828

$23,908,848

$  60,915,559

$  333,359,235











TotalProbableUndevelopedNet Remaining ReservesOil/Condensate – Barrels

1,547,531Plant Products – Barrels

0Gas – MMCF

3,024Income DataFuture Gross Revenue

$120,850,797Deductions

45,878,246Future Net Income (FNI)

$  74,972,551Discounted FNI @ 10%

$  24,357,924








Liquid hydrocarbons are expressed in standard 42 gallon barrels.  All gas volumes are reported on an “as sold basis” expressed in millions of cubic feet (MMCF) at the official temperature and pressure bases of the areas in which the gas reserves are located.





The estimates of the reserves, future production, and income attributable to properties in this report were prepared using the economic software package AriesTM System Petroleum Economic Evaluation Software, a copyrighted program of Halliburton.  The program was used solely at the request of SWR.  Ryder Scott has found this program to be generally acceptable, but notes that certain summaries and calculations may vary due to rounding and may not exactly match the sum of the properties being summarized.  Furthermore, one line economic summaries may vary slightly from the more detailed cash flow projections of the same properties, also due to rounding.  The rounding differences are not material.








Southwest Royalties, Inc.
 January 28, 2011
 Page 3








The future gross revenue is after the deduction of production taxes.  The deductions incorporate the normal direct costs of operating the wells, ad valorem taxes, recompletion costs and development costs.  Certain gas, oil and condensate processing and handling fees, including compression fees where applicable, are included as “operating” costs.  The future net income is before the deduction of state and federal income taxes and general administrative overhead and has not been adjusted for outstanding loans that may exist nor does it include any adjustment for cash on hand or undistributed income.





Liquid hydrocarbon reserves account for approximately 74 percent and gas reserves account for the remaining 26 percent of total future gross revenue from proved reserves.  Liquid hydrocarbon reserves account for approximately 85 percent and gas reserves account for the remaining 15 percent of total future gross revenue from probable reserves.





The discounted future net income shown above was calculated using a discount rate of 10 percent per annum compounded monthly.  Future net income was discounted at four other discount rates which were also compounded monthly.  These results are shown in summary form as follows.








Discounted Future Net IncomeAs of December 31, 2010Discount Rate

Total

TotalPercent

Proved

Probable6

$404,737,438

$35,505,3329

$348,742,125

$26,614,68612

$306,334,625

$20,579,05915

$273,146,469

$16,257,222








The results shown above are presented for your information and should not be construed as our estimate of fair market value.





Reserves Included in This Report





The proved and probable reserves included herein conform to the definitions as set forth in the Securities and Exchange Commission’s Regulations Part 210.4-10(a).  An abridged version of the SEC reserves definitions from 210.4-10(a) entitled “Petroleum Reserves Definitions” is included as an attachment to this report.





The various proved and probable reserve status categories are defined under the attachment entitled “Petroleum Reserves Definitions” in this report.  The proved developed non-producing reserves included herein consist of the behind pipe category.





No attempt was made to quantify or otherwise account for any accumulated gas production imbalances that may exist.  The proved and probable gas volumes included herein do not attribute gas consumed in operations as reserves.





Reserves are “estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations.”  All reserve estimates involve an assessment of the uncertainty relating the likelihood that the actual remaining quantities recovered will be greater or less than the estimated quantities determined as of the date the estimate is made.  The uncertainty depends chiefly on the amount of














Southwest Royalties, Inc.
 January 28, 2011
 Page 4





reliable geologic and engineering data available at the time of the estimate and the interpretation of these data.  The relative degree of uncertainty may be conveyed by placing reserves into one of two principal classifications, either proved or unproved.  Unproved reserves are less certain to be recovered than proved reserves and may be further sub-classified as probable and possible reserves to denote progressively increasing uncertainty in their recoverability.  At SWR’s request, this report addresses the proved and probable reserves attributable to the properties evaluated herein.





Proved oil and gas reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward.  If deterministic methods are used, the SEC has defined reasonable certainty for proved reserves as a “high degree of confidence that the quantities will be recovered.”  Probable reserves are “those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.”  Possible reserves are “those additional reserves which are less certain to be recovered than probable reserves” and thus the probability of achieving or exceeding the proved plus probable plus possible reserves is low.





The reserves included herein were estimated using deterministic methods and presented as incremental quantities.  Under the deterministic incremental approach, discrete quantities of reserves are estimated and assigned separately as proved, probable or possible based on their individual level of uncertainty.  Because of the differences in uncertainty, caution should be exercised when aggregating quantities of oil and gas from different reserves categories.  Furthermore, the reserves and income quantities attributable to the different reserve categories that are included herein have not been adjusted to reflect these varying degrees of risk associated with them and thus are not comparable.





Reserve estimates will generally be revised only as additional geologic or engineering data become available or as economic conditions change.  For proved reserves, the SEC states that “as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to the estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.”  Moreover, estimates of proved and probable reserves may be revised as a result of future operations, effects of regulation by governmental agencies or geopolitical or economic risks.  Therefore, the proved and probable reserves included in this report are estimates only and should not be construed as being exact quantities, and if recovered, the revenues therefrom, and the actual costs related thereto, could be more or less than the estimated amounts.





SWR’s operations may be subject to various levels of governmental controls and regulations.  These controls and regulations may include, but may not be limited to, matters relating to land tenure and leasing, the legal rights to produce hydrocarbons, drilling and production practices, environmental protection, marketing and pricing policies, royalties, various taxes and levies including income tax, and are subject to change from time to time.  Such changes in governmental regulations and policies may cause volumes of proved and probable reserves actually recovered and amounts of proved and probable income actually received to differ significantly from the estimated quantities.





The estimates of reserves presented herein were based upon a detailed study of the properties in which SWR owns an interest; however, we have not made any field examination of the properties.  No consideration was given in this report to potential environmental liabilities that may exist nor were any costs included for potential liabilities to restore and clean up damages, if any, caused by past operating practices.


RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS
 
 Southwest Royalties, Inc.
 January 28, 2011
 Page 5


Estimates of Reserves





The estimation of reserves involves two distinct determinations.  The first determination results in the estimation of the quantities of recoverable oil and gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions set forth by the Securities and Exchange Commission’s Regulations Part 210.4-10(a).  The process of estimating the quantities of recoverable oil and gas reserves relies on the use of certain generally accepted analytical procedures.  These analytical procedures fall into three broad categories or methods: (1) performance-based methods, (2) volumetric-based methods and (3) analogy.  These methods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves.  Reserve evaluators must select the method or combination of methods which in their professional judgment is most appropriate given the nature and amount of reliable geoscience and engineering data available at the time of the estimate, the established or anticipated performance characteristics of the reservoir being evaluated and the stage of development or producing maturity of the property.





In many cases, the analysis of the available geoscience and engineering data and the subsequent interpretation of this data may indicate a range of possible outcomes in an estimate, irrespective of the method selected by the evaluator.  When a range in the quantity of reserves is identified, the evaluator must determine the uncertainty associated with the incremental quantities of the reserves.  If the reserve quantities are estimated using the deterministic incremental approach, the uncertainty for each discrete incremental quantity of the reserves is addressed by the reserve category assigned by the evaluator.  Therefore, it is the categorization of reserve quantities as proved, probable and/or possible that addresses the inherent uncertainty in the estimated quantities reported.  For proved reserves, uncertainty is defined by the SEC as reasonable certainty wherein the “quantities actually recovered are much more likely than not to be achieved.”  The SEC states that “probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.”  The SEC states that “possible reserves are those additional reserves that are less certain to be recovered than probable reserves and the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves.”  All quantities of reserves within the same reserve category must meet the SEC definitions as noted above.





Estimates of reserves quantities and their associated reserve categories may be revised in the future as additional geoscience or engineering data become available.  Furthermore, estimates of reserves quantities and their associated reserve categories may also be revised due to other factors such as changes in economic conditions, results of future operations, effects of regulation by governmental agencies or geopolitical or economic risks as previously noted herein.





The proved and probable reserves for the properties included herein were estimated by performance methods or analogy.  Approximately 88 percent of the proved producing reserves attributable to producing wells and/or reservoirs were estimated by performance methods.  These performance methods include, but may not be limited to, decline curve analysis, which utilized extrapolations of historical production and pressure data available through September 2010 in those cases where such data were considered to be definitive.  The data utilized in this analysis were furnished to Ryder Scott by SWR or obtained from public data sources and were considered sufficient for the purpose thereof.  The remaining 12 percent of the proved producing reserves were estimated by analogy.  This method was used where there were inadequate historical performance data to establish a definitive trend and where the use of production performance data as a basis for the reserve estimates was considered to be inappropriate.









Southwest Royalties, Inc.
 January 28, 2011
 Page 6


One hundred percent of the proved non-producing and undeveloped reserves and one hundred percent of the probable reserves, included herein were estimated by the analogy method.  The data utilized from the analogues and the well data incorporated into our analysis that were available through September 2010 were considered sufficient for the purpose thereof.





To estimate economically recoverable proved and probable oil and gas reserves and related future net cash flows, we consider many factors and assumptions including, but not limited to, the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and SEC pricing requirements, and forecasts of future production rates.  Under the SEC regulations 210.4-10(a)(22)(v) and (26), proved and probable reserves must be anticipated to be economically producible from a given date forward based on existing economic conditions including the prices and costs at which economic producibility from a reservoir is to be determined.  While it may reasonably be anticipated that the future prices received for the sale of production and the operating costs and other costs relating to such production may increase or decrease from those under existing economic conditions, such changes were, in accordance with rules adopted by the SEC, omitted from consideration in making this evaluation.





SWR has informed us that they have furnished us all of the material accounts, records, geological and engineering data, and reports and other data required for this investigation.  In preparing our forecast of future proved and probable production and income, we have relied upon data furnished by SWR with respect to property interests owned, production and well tests from examined wells, normal direct costs of operating the wells or leases, other costs such as transportation and/or processing fees, ad valorem and production taxes, recompletion and development costs, abandonment costs after salvage, product prices based on the SEC regulations, adjustments or differentials to product prices, geological structural and isochore maps, well logs, core analyses, and pressure measurements.  Ryder Scott reviewed such factual data for its reasonableness; however, we have not conducted an independent verification of the data furnished by SWR.  We consider the factual data used in this report appropriate and sufficient for the purpose of preparing the estimates of reserves and future net revenues herein.





In summary, we consider the assumptions, data, methods and analytical procedures used in this report appropriate for the purpose hereof, and we have used all such methods and procedures that we consider necessary and appropriate to prepare the estimates of reserves herein.  The proved and probable reserves included herein were determined in conformance with the United States Securities and Exchange Commission (SEC) Modernization of Oil and Gas Reporting; Final Rule, including all references to Regulation S-X and Regulation S-K, referred to herein collectively as the “SEC Regulations.”  In our opinion, the proved and probable reserves presented in this report comply with the definitions, guidelines and disclosure requirements as required by the SEC regulations.





Future Production Rates





For wells currently on production, our forecasts of future production rates are based on historical performance data.  If no production decline trend has been established, future production rates were held constant, or adjusted for the effects of curtailment where appropriate, until a decline in ability to produce was anticipated.  An estimated rate of decline was then applied to depletion of the reserves.  If a decline trend has been established, this trend was used as the basis for estimating future production rates.





Test data and other related information were used to estimate the anticipated initial production rates for those wells or locations that are not currently producing.  For reserves not yet on production, sales were estimated to commence at an anticipated date furnished by SWR.  Wells or locations that are not currently producing may start producing earlier or later than anticipated in our estimates due to











Southwest Royalties, Inc.


January 28, 2011


Page 7











unforeseen factors causing a change in the timing to initiate production.  Such factors may include delays due to weather, the availability of rigs, the sequence of drilling, completing and/or recompleting wells and/or constraints set by regulatory bodies.





The future production rates from wells currently on production or wells or locations that are not currently producing may be more or less than estimated because of changes including, but not limited to, reservoir performance, operating conditions related to surface facilities, compression and artificial lift, pipeline capacity and/or operating conditions, producing market demand and/or allowables or other constraints set by regulatory bodies.





Hydrocarbon Prices





The hydrocarbon prices used herein are based on SEC price parameters using the average prices during the 12-month period prior to the ending date of the period covered in this report, determined as the unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each month within such period, unless prices were defined by contractual arrangements.





SWR furnished us with the above mentioned average prices in effect on December 31, 2010. These initial SEC hydrocarbon prices were determined using the 12-month average first-day-of-the-month benchmark prices appropriate to the geographic area where the hydrocarbons are sold.  These benchmark prices are prior to the adjustments for differentials as described herein.  The table below summarizes the “benchmark prices” and “price reference” used for the geographic areas included in the report.





The product prices that were actually used to determine the future gross revenue for each property reflect adjustments to the benchmark prices for gravity, quality, local conditions, gathering and transportation fees and/or distance from market, referred to herein as “differentials.”  The differentials used in the preparation of this report were supplied to us by SWR.  The differentials furnished to us were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of the data used by SWR to determine these differentials.





In addition, the table below summarizes the net volume-weighted benchmark prices adjusted for differentials and referred to herein as the “average realized prices.”  The average realized prices shown in the table below were determined from the total proved future gross revenue before production taxes and the total proved net reserves for the geographic area and presented in accordance with SEC disclosure requirements for each of the geographic areas included in the report.





Geographic Area
Product
Price

Reference
Average

Benchmark Prices
Avg. Proved

Realized Prices
Avg. Probable Realized PricesNorth America

United States
Oil/Condensate
WTI Cushing
$79.43/Bbl
$74.52/Bbl
$71.73/BblNGLs
WTI Cushing
$79.43/Bbl
$43.32/Bbl
---Gas
Henry Hub
$4.38/MMBTU
$6.19/Mcf
$6.38/Mcf





The effects of derivative instruments designated as price hedges of oil and gas quantities are not reflected in our individual property evaluations.





RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS
 
 Southwest Royalties, Inc.
 January 28, 2011
 Page 8


Southwest Royalties, Inc.


January 28, 2011


Page 8


Costs





Operating costs for the leases and wells in this report are based on the operating expense reports of SWR and include only those costs directly applicable to the leases or wells. The operating costs include a portion of general and administrative costs allocated directly to the leases and wells. For operated properties, the operating costs include an appropriate level of corporate general administrative and overhead costs.  The operating costs for non-operated properties include the COPAS overhead costs that are allocated directly to the leases and wells under terms of operating agreements.  Certain gas, oil and condensate processing and handling fees, including compression fees where applicable, are included as “operating’ costs.  The operating costs furnished to us were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of these costs.  No deduction was made for loan repayments, interest expenses, or exploration and development prepayments that were not charged directly to the leases or wells.





Development costs were furnished to us by SWR and are based on authorizations for expenditure for the proposed work or actual costs for similar projects.  The development costs furnished to us were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of these costs.  SWR’s estimates of zero abandonment costs after salvage value for onshore properties were used in this report.  Ryder Scott has not performed a detailed study of the abandonment costs or the salvage value and makes no warranty for SWR’s estimate.





The proved non-producing and the proved and probable undeveloped reserves in this report  have been incorporated herein in accordance with SWR’s plans to develop these reserves as of December 31, 2010.  The implementation of SWR’s development plans as presented to us and incorporated herein is subject to the approval process adopted by SWR’s management.  As the result of our inquiries during the course of preparing this report, SWR has informed us that the development activities included herein have been subjected to and received the internal approvals required by SWR’s management at the appropriate local, regional and/or corporate level.  In addition to the internal approvals as noted, certain development activities may still be subject to specific partner AFE processes, Joint Operating Agreement (JOA) requirements or other administrative approvals external to SWR.  Additionally, SWR has informed us that they are not aware of any legal, regulatory, political or economic obstacles that would significantly alter their plans.





Current costs used by SWR were held constant throughout the life of the properties.





Standards of Independence and Professional Qualification





Ryder Scott is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world for over seventy years.  Ryder Scott is employee-owned and maintains offices in Houston, Texas; Denver, Colorado; and Calgary, Alberta, Canada.  We have over eighty engineers and geoscientists on our permanent staff.  By virtue of the size of our firm and the large number of clients for which we provide services, no single client or job represents a material portion of our annual revenue.  We do not serve as officers or directors of any publicly-traded oil and gas company and are separate and independent from the operating and investment decision-making process of our clients.  This allows us to bring the highest level of independence and objectivity to each engagement for our services.





Ryder Scott actively participates in industry-related professional societies and organizes an annual public forum focused on the subject of reserves evaluations and SEC regulations.  Many of our staff have authored or co-authored technical papers on the subject of reserves related topics.  We











Southwest Royalties, Inc.
 January 28, 2011
 Page 9





encourage our staff to maintain and enhance their professional skills by actively participating in ongoing continuing education.





Prior to becoming an officer of the Company, Ryder Scott requires that staff engineers and geoscientists have received professional accreditation in the form of a registered or certified professional engineer’s license or a registered or certified professional geoscientist’s license, or the equivalent thereof, from an appropriate governmental authority or a recognized self-regulating professional organization.





We are independent petroleum engineers with respect to SWR.  Neither we nor any of our employees have any interest in the subject properties and neither the employment to do this work nor the compensation is contingent on our estimates of reserves for the properties which were reviewed.





The results of this study, presented herein, are based on technical analysis conducted by teams of geoscientists and engineers from Ryder Scott.  The professional qualifications of the undersigned, the technical person primarily responsible for reviewing and approving the evaluation of the reserves information discussed in this report, are included as an attachment to this letter.





Terms of Usage





The results of our third party study, presented in report form herein, were prepared in accordance with the disclosure requirements set forth in the SEC regulations and intended for public disclosure as an exhibit in filings made with the SEC by CWEI.





CWEI makes periodic filings on Form 10-K with the SEC under the 1934 Exchange Act.  Furthermore, CWEI has certain registration statements filed with the SEC under the 1933 Securities Act into which any subsequently filed Form 10-K is incorporated by reference.  We have consented to the incorporation by reference in the registration statements on Form S-3 and Form S-8 of CWEI and to the references to our name as well as to the references to our third party report for CWEI, which appears in the December 31, 2010 annual report on Form 10-K of CWEI.  Our written consent for such use is included as a separate exhibit to the filings made with the SEC by CWEI.





We have provided CWEI with a digital version of the original signed copy of this report letter.  In the event there are any differences between the digital version included in filings made by CWEI and the original signed report letter, the original signed report letter shall control and supersede the digital version.





The data and work papers used in the preparation of this report are available for examination by authorized parties in our offices.  Please contact us if we can be of further service.





Very truly yours,





RYDER SCOTT COMPANY, L.P.


TBPE Firm Registration No. F-1580








\s\ William K. Fry





William K. Fry, P.E.


TBPE License No. 97134


WKF/sm
Vice President
[SEAL]





RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS





Professional Qualifications of Primary Technical Person

















The conclusions presented in this report are the result of technical analysis conducted by teams of geoscientists and engineers from Ryder Scott Company, L.P.  William K. Fry was the primary technical person responsible for overseeing the estimate of the reserves, future production and income.





Mr. Fry, an employee of Ryder Scott Company L.P. (Ryder Scott) since 2005, is a Vice President responsible for ongoing reservoir evaluation studies worldwide.  Before joining Ryder Scott, Mr. Fry served in a number of engineering positions with Global Resource Services, Gaffney, Cline & Associates, Petroconsultants-Mai Ltd., Union Texas Petroleum Corporation, Roy M. Huffington Incorporated, Virginia Indonesia Company, Amoco Production Company and Phillips Petroleum Company. For more information regarding Mr. Fry’s geographic and job specific experience, please refer to the Ryder Scott Company website at www.ryderscott.com/Experience/Employees.





Mr. Fry earned a Bachelor of Science degree in Mechanical Engineering from Kansas State University in 1974 and is a licensed Professional Engineer in the State of Texas.





In addition to gaining experience and competency through prior work experience, the Texas Board of Professional Engineers requires a minimum of fifteen hours of continuing education annually, including at least one hour in the area of professional ethics, which Mr. Fry fulfills.  As part of his 2010 continuing education hours, Mr. Fry attended a six hour conference relating to the definitions and disclosure guidelines contained in the United States Securities and Exchange Commission Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register.  In addition, Mr. Fry attended 15 hours of in-house training during 2010 covering such topics as the SPE/WPC/AAPG/SPEE Petroleum Resources Management System, reservoir engineering, geoscience and petroleum economics evaluation methods, procedures and software; and he completed 1-1/2 hours of ethics training.





Based on his educational background, professional training and more than thirty years of practical experience in the estimation and evaluation of petroleum reserves, Mr. Fry has attained the professional qualifications as a Reserves Estimator and Reserves Auditor set forth in Article III of the “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information” promulgated by the Society of Petroleum Engineers as of February 19, 2007.











RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS








PETROLEUM RESERVES DEFINITIONS





As Adapted From:


RULE 4-10(a) of REGULATION S-X PART 210


UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC)








PREAMBLE





On January 14, 2009, the United States Securities and Exchange Commission (SEC) published the “Modernization of Oil and Gas Reporting; Final Rule” in the Federal Register of National Archives and Records Administration (NARA).  The “Modernization of Oil and Gas Reporting; Final Rule” includes revisions and additions to the definition section in Rule 4-10 of Regulation S-X, revisions and additions to the oil and gas reporting requirements in Regulation S-K, and amends and codifies Industry Guide 2 in Regulation S-K.  The “Modernization of Oil and Gas Reporting; Final Rule”, including all references to Regulation S-X and Regulation S-K, shall be referred to herein collectively as the “SEC regulations”.  The SEC regulations take effect for all filings made with the United States Securities and Exchange Commission as of December 31, 2009, or after January 1, 2010.  Reference should be made to the full text under Title 17, Code of Federal Regulations, Regulation S-X Part 210, Rule 4-10(a) for the complete definitions (direct passages excerpted in part or wholly from the aforementioned SEC document are denoted in italics herein).





Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations.  All reserve estimates involve an assessment of the uncertainty relating the likelihood that the actual remaining quantities recovered will be greater or less than the estimated quantities determined as of the date the estimate is made.  The uncertainty depends chiefly on the amount of reliable geologic and engineering data available at the time of the estimate and the interpretation of these data.  The relative degree of uncertainty may be conveyed by placing reserves into one of two principal classifications, either proved or unproved.  Unproved reserves are less certain to be recovered than proved reserves and may be further sub-classified as probable and possible reserves to denote progressively increasing uncertainty in their recoverability.  Under the SEC regulations as of December 31, 2009, or after January 1, 2010, a company may optionally disclose estimated quantities of probable or possible oil and gas reserves in documents publicly filed with the SEC.  The SEC regulations continue to prohibit disclosure of estimates of oil and gas resources other than reserves and any estimated values of such resources in any document publicly filed with the SEC unless such information is required to be disclosed in the document by foreign or state law as noted in §229.1202 Instruction to Item 1202.





Reserves estimates will generally be revised only as additional geologic or engineering data become available or as economic conditions change.





Reserves may be attributed to either natural energy or improved recovery methods.  Improved recovery methods include all methods for supplementing natural energy or altering natural forces in the reservoir to increase ultimate recovery.  Examples of such methods are pressure maintenance, natural gas cycling, waterflooding, thermal methods, chemical flooding, and the use of miscible and immiscible displacement fluids.  Other improved recovery methods may be developed in the future as petroleum technology continues to evolve.





Reserves may be attributed to either conventional or unconventional petroleum accumulations.  Petroleum accumulations are considered as either conventional or unconventional based on the nature of their in-place characteristics, extraction method applied, or degree of processing prior to sale.  Examples of unconventional petroleum accumulations include coalbed or coalseam methane











PETROLEUM RESERVES DEFINITIONS








(CBM/CSM), basin-centered gas, shale gas, gas hydrates, natural bitumen and oil shale deposits.  These unconventional accumulations may require specialized extraction technology and/or significant processing prior to sale.





Reserves do not include quantities of petroleum being held in inventory.





Because of the differences in uncertainty, caution should be exercised when aggregating quantities of petroleum from different reserves categories.








RESERVES (SEC DEFINITIONS)





Securities and Exchange Commission Regulation S-X §210.4-10(a)(26) defines reserves as follows:





Reserves.Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations.  In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.





Note to paragraph (a)(26): Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible.  Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results).  Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).








PROVED RESERVES (SEC DEFINITIONS)





Securities and Exchange Commission Regulation S-X §210.4-10(a)(22) defines proved oil and gas reserves as follows:





Proved oil and gas reserves.Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.





(i) The area of the reservoir considered as proved includes:





(A) The area identified by drilling and limited by fluid contacts, if any, and





(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.





RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS
 
 PETROLEUM RESERVES DEFINITIONS
 Page 3


PROVED RESERVES (SEC DEFINITIONS) CONTINUED





(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.





(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.





(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:


(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and





(B) The project has been approved for development by all necessary parties and entities, including governmental entities.





(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.








PROBABLE RESERVES (SEC DEFINITIONS)





Securities and Exchange Commission Regulation S-X §210.4-10(a)(18) defines probable oil and gas reserves as follows:





Probable reserves.Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.





(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.





(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion.


Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.


RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS
 
 PETROLEUM RESERVES DEFINITIONS
 Page 4


PROBABLE RESERVES (SEC DEFINITIONS) CONTINUED





(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.





(iv) See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this section.








RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS











RESERVES STATUS DEFINITIONS AND GUIDELINES





As Adapted From:


RULE 4-10(a) of REGULATION S-X PART 210


UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC)





and







PETROLEUM RESOURCES MANAGEMENT SYSTEM (SPE-PRMS)






Sponsored and Approved by:






SOCIETY OF PETROLEUM ENGINEERS (SPE)






WORLD PETROLEUM COUNCIL (WPC)






AMERICAN ASSOCIATION OF PETROLEUM GEOLOGISTS (AAPG)






SOCIETY OF PETROLEUM EVALUATION ENGINEERS (SPEE)














Reserves status categories define the development and producing status of wells and reservoirs.  Reference should be made to Title 17, Code of Federal Regulations, Regulation S-X Part 210, Rule 4-10(a) and the SPE-PRMS as the following reserves status definitions are based on excerpts from the original documents (direct passages excerpted from the aforementioned SEC and SPE-PRMS documents are denoted in italics herein).








DEVELOPED RESERVES (SEC DEFINITIONS)





Securities and Exchange Commission Regulation S-X §210.4-10(a)(6) defines developed oil and gas reserves as follows:





Developed oil and gas reserves are reserves of any category that can be expected to be recovered:





(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and





(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.





Developed Producing (SPE-PRMS Definitions)





While not a requirement for disclosure under the SEC regulations, developed oil and gas reserves may be further sub-classified according to the guidance contained in the SPE-PRMS as Producing or Non-Producing.





Developed Producing Reserves


Developed Producing Reserves are expected to be recovered from completion intervals that are open and producing at the time of the estimate.





Improved recovery reserves are considered producing only after the improved recovery project is in operation.


RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS
 
 RESERVES STATUS DEFINITIONS AND GUIDELINES
 Page 2





Developed Non-Producing


Developed Non-Producing Reserves include shut-in and behind-pipe reserves.





Shut-In


Shut-in Reserves are expected to be recovered from:


(1)
completion intervals which are open at the time of the estimate, but which have not  started producing;


(2)
wells which were shut-in for market conditions or pipeline connections; or


(3)
wells not capable of production for mechanical reasons.





Behind-Pipe


Behind-pipe Reserves are expected to be recovered from zones in existing wells, which will require additional completion work or future re-completion prior to start of production.





In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.








UNDEVELOPED RESERVES (SEC DEFINITIONS)





Securities and Exchange Commission Regulation S-X §210.4-10(a)(31) defines undeveloped oil and gas reserves as follows:





Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.





(i)
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.





(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.





(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.








RYDER SCOTT COMPANY   PETROLEUM CONSULTANTS