<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>for031502.txt
<DESCRIPTION>FOR MARCH 15, 2002
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*


                           HALLADOR PETROLEUM COMPANY
                           --------------------------
                                (Name of Issuer)

                          Common Stock, $.01 par value
                          -----------------------------
                         (Title of Class of Securities)

                                    406092205
                                 (CUSIP Number)

                                 DAVID C. HARDIE
                              740 University Avenue
                          Sacramento, California 95825
                                 (916) 920-5186
                                 --------------
  (Name, Address and Telephone Number of Person Authorized to Receive Notices
  and Communications)


                                 March 15, 2002
                                 --------------
             (Date of Event Which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. __

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

<PAGE>





CUSIP No.   406092205                                         Page 2 of 7 Pages.
          ------------                                        ------------------


1.       NAME OF REPORTING PERSON
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITLES ONLY)

         DAVID C. HARDIE
--------------------------------------------------------------------------------
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             a [X ]
                                                                       b [  ]
--------------------------------------------------------------------------------
3.       SEC USE ONLY
--------------------------------------------------------------------------------
4.       SOURCE OF FUNDS*
         WC, PF
--------------------------------------------------------------------------------
5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) OR 2(e)                                              [  ]
--------------------------------------------------------------------------------
6.       CITIZENSHIP OR PLACE OF ORGANIZATION
         Delaware
--------------------------------------------------------------------------------
                                          7.     SOLE VOTING POWER

            NUMBER OF                                       0
             SHARES                       --------------------------------------
           BENEFICIALLY                   8.     SHARED VOTING POWER
             OWNED
             BY EACH                                   3,791,259
            REPORTING                     --------------------------------------
           PERSON WITH                    9.     SOLE DISPOSITIVE POWER

                                                            0
                                          --------------------------------------
                                          10.    SHARED DISPOSITIVE POWER

                                                       3,791,259
--------------------------------------------------------------------------------
11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  3,791,259
--------------------------------------------------------------------------------
12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                        [  ]
--------------------------------------------------------------------------------
13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  53.45%
--------------------------------------------------------------------------------
14.      TYPE OF REPORTING PERSON

                  IN
--------------------------------------------------------------------------------


<PAGE>




 CUSIP No.     406092205                                      Page 3 of 7 Pages.
           -----------------                                  ------------------

--------------------------------------------------------------------------------
1.       NAME OF REPORTING PERSON
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITLES ONLY)

         STEVEN HARDIE
--------------------------------------------------------------------------------
2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              a [X ]
                                                                        b [  ]
--------------------------------------------------------------------------------
3.       SEC USE ONLY

--------------------------------------------------------------------------------
4.       SOURCE OF FUNDS*
         WC, PF
--------------------------------------------------------------------------------
5.       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
         ITEMS 2(d) OR 2(e)                                               [  ]
--------------------------------------------------------------------------------
6.       CITIZENSHIP OR PLACE OF ORGANIZATION
         United States
--------------------------------------------------------------------------------

                                          7.       SOLE VOTING POWER

             NUMBER OF                                    0
              SHARES                      --------------------------------------
            BENEFICIALLY                  8.       SHARED VOTING POWER
               OWNED
              BY EACH                                  3,791,259
             REPORTING                    --------------------------------------
            PERSON WITH                   9.       SOLE DISPOSITIVE POWER

                                                          0
                                          --------------------------------------
                                          10.      SHARED DISPOSITIVE POWER

                                                        3,791,259
--------------------------------------------------------------------------------
11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  3,791,259
--------------------------------------------------------------------------------
12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                       [  ]
--------------------------------------------------------------------------------
13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  53.45%
--------------------------------------------------------------------------------
14.      TYPE OF REPORTING PERSON

                  IN
--------------------------------------------------------------------------------


<PAGE>





Item 1.  Security and Issuer.
         -------------------

     This statement  relates to the voting Common Stock, $.01 par value ("Common
Stock"), of Hallador Petroleum Company, a Colorado  corporation (the "Company").
The  address  for the  Company's  principal  executive  offices is 1660  Lincoln
Street, Suite 2700, Denver, Colorado 80264.

Item 2.  Identity and Background.
         -----------------------

     This  statement  is file by David C.  Hardie  and Steven  Hardie.  David C.
Hardie is the  Chairman of the  Company.  He is also the  president of Hallador,
Inc. a financial  service company located at 740 University  Avenue,  Suite 110,
Sacramento,  CA 95825 and a stockbroker with Beckman  Securities.  His principal
business address is also 740 University Avenue, Suite 110, Sacramento, CA 95825.

     Steven  Hardie's  principal  occupation  is  that of a film  producer.  His
principal business address is 740 University Avenue, Suite 110,  Sacramento,  CA
95825.

     None of the reporting  persons have,  during the past five years,  (i) been
convicted in a criminal  proceeding  (excluding  traffic  violations  or similar
misdemeanors),  or (ii)  been a party to a civil  proceeding  of a  judicial  or
administrative body of competent jurisdiction and as a result of such proceeding
was or is  subject  to a  judgment,  decree  or  final  order  enjoining  future
violations of, or prohibiting or mandating  activities  subject to United States
federal or state  securities laws or finding any violations with respect to such
laws.

     David C. Hardie and Steven  Hardie are  brothers and citizens of the United
States of America.

Item 3.  Source and Amount of Funds or Other Consideration.
         -------------------------------------------------

     All shares of Common Stock were primarily  acquired  through personal funds
and/or  working  capital of the  reporting  persons.  On March 15, 2002,  Robert
Hardie Q-Tip Trust,  Douglas  Hardie Sep. Prop.  Trust,  Janet Hardie Sep. Prop.
Trust, Douglas & Janet Hardie CPT, David Hardie Sep. Prop. Trust , Janice Hardie
Sep. Prop.  Trust,  David & Janice Hardie CPT,  Steven Hardie Sep. Prop.  Trust,
Marilyn Hardie Sep. Prop. Trust, Robin Hardie Sep. Prop. Trust, Robin Hardie SPT
- Grandchildren  Trust,  Robin Hardie Future  Interest Trust,  Cory Ritchie Sep.
Prop. Trust, Cory Ritchie SPT- Grandchildren  Trust, Ryan Ritchie,  Cory Ritchie
Future  Interest  Trust,  Kirk  Hardie  Sep.  Prop.  Trust,  Kirk  Hardie  SPT -
Grandchildren  Trust,  Kirk  Hardie  Future  Interest  Trust,  Brad Hardie SPT -
Grandchildren  Trust,  Bradford Hardie Future  Interest  Trust,  Joseph Hardie -
Grandchildren   Trust,   Alexander   Hardie   Custodian,   Alexander   Hardie  -
Grandchildren  Trust,  Alexander  Hardie Present  Interest Trust,  Steven Hardie
Issue Future Interest Trust, Bald Mountain Corp/Hillsdale,  Browns Valley Corp.,
Three-Gee  Partners,  Douglas  Inc.,  Melissa  Inc.,  David Inc.,  Steven  Inc.,
<PAGE>

K.R.H.I.,  L.P., B.W.H.I.,  L.P., J.S.H.I., L.P., Hardie Descendants Trust - 25%
to DHI,  Douglas  Hardie  Descendants'  Trust,  Hallador  Venture  Fund  I,  and
Hallador,  Inc.  (collectively  referred to herein as "Entities"),  and David C.
Hardie and Steven Hardie (collectively referred to herein as "Nominees") entered
into an Amended and Restated Assignment and Nominee Agreement ("Agreement"),  as
more fully described in Item 4. The Entities  entered into the Agreement for the
purpose of  consolidating  the Shares  owned by the various  entities and trusts
held by the Hardie  family  members,  and no separate  consideration  in cash or
property was paid by Nominees to the Entities in consideration of the Agreement.

Item 4.  Purpose of the Transactions.
         ---------------------------

     This  filing  refers to an Amended  and  Restated  Assignment  and  Nominee
Agreement  dated  March 15, 2002 (the  "Agreement")  between  the  Entities  and
Nominees,  pursuant to which,  among other  things,  the  parties  have  agreed,
subject  to certain  exceptions,  that (i) each of the  Entities  assign all its
interest to the Common Stock now or in the future  ("Shares") to Nominees;  (ii)
Each of the Nominees has sole dispositive  power over the Shares,  provided that
Nominees promptly remits to the Entities any revenue or proceeds with respect to
such  Shares;  and (iii) the  Nominees  have sole voting power over such Shares,
provided  that  prior  to  any  major  Company   transaction  such  as  mergers,
consolidation, dissolution,  re-capitalization and the likes, the Nominees shall
first try to seek instructions  from the Entities.  The foregoing summary of the
Agreement is  qualified in its entirety by reference to a copy of the  Agreement
included  as  Exhibit  B to this  Schedule  13D and  incorporated  herein in its
entirety by reference.

     The reporting  persons are holding the Shares  principally  for  investment
purposes and incident to operation of the Company. The reporting persons have no
current  plans  or  proposals  which  relate  to or would  result  in any of the
following:

        (i)  An   extraordinary   corporate   transaction,   such   as  a
merger, reorganization or liquidation, involving the Company or any of its
subsidiaries;

        (ii) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;

        (iii) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;

        (iv)  Any material change in the present capitalization or dividend
policy of Company;

        (v)   Any other material change in the Company's business or corporate
structure;

        (vi)  Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person;
<PAGE>

        (vii) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;

        (viii) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or

        (ix)   Any action similar to any of those enumerated above.

     The reporting  persons reserve the right to determine in the future whether
to change the purpose or purposes  described  above or whether to adopt plans or
proposals of the type specified above.

Item 5.  Interest in Securities of the Issuer.
         ------------------------------------

     (a) As of February 11, 2002,  each of the  reporting  persons  beneficially
owns 3,791,259 shares of Common Stock which represents  approximately  53.45% of
the Common Stock, based on 7,093,150 shares outstanding as of November 14, 2001.

     (b) The following  table sets forth the number of shares of Common Stock as
to which the  person  has (1) the sole power to vote or direct the voting of the
shares  of  Common  Stock,  (2) the  sole  power to  dispose  or to  direct  the
disposition of the shares of Common Stock, or (3) shared power to vote or direct
the vote of or  dispose  or to direct  the  disposition  of the shares of Common
Stock:

                        Sole            Sole Power          Shared Voting and
                     Voting Power     of Disposition       Power of Disposition
                     ------------     --------------       --------------------
David C. Hardie           0                 0                    3,791,259
Steven Hardie             0                 0                    3,791,259


     (c) The reporting  persons have not effected any  transaction in the shares
of Common  Stock  within the past sixty days,  except that on December 31, 2001,
the reporting  persons,  in a private negotiated  transaction,  acquired 432,776
shares of Common Stock at $1.00 per share from other family members.

     (d)  Under  the  Agreement,  the  Entities  have a right to  dividends  and
proceeds from the sale of Shares.

     (e) Not applicable.
<PAGE>

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to Securities of  the  Issuer.
         -----------------------------------------------------------------------

     Other than the  foregoing,  the  Agreement,  to the best  knowledge  of the
reporting  persons,  there are no  contracts,  arrangements,  understandings  or
relationships (legal or otherwise) among the persons named in Item 2 and between
such  persons  and any person with  respect to any  securities  of the  Company,
including  but not  limited  to  transfer  or voting  of any of the  securities,
finder's  fees,  joint  ventures,  loan or  option  arrangement,  puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.

Item 7.  Materials to be Filed as Exhibits.
         ---------------------------------

         Exhibit A - Joint Filing Agreement
         Exhibit B - Amended and Restated Assignment and Nominee Agreement




                                    SIGNATURE

     After reasonable inquiry and to the best of their knowledge and belief, the
undersigned  certify that the  information  set forth in this statement is true,
complete  and  correct.  This  signature  page  may be  executed  in one or more
counterparts, each of which shall constitute one and the same instrument.

Dated:       March 19, 2002             /S/ DAVID C. HARDIE
             --------------             --------------------------------
                                        David C. Hardie, an Individual


             March 19, 2002             /S/ STEVEN HARDIE
             --------------             --------------------------------
                                        Steven Hardie, an Individual



<PAGE>





                                    EXHIBIT A

                             JOINT FILING AGREEMENT

     The  undersigned  acknowledge  and agree that the  foregoing  statement  on
Schedule  13D is  filed  on  behalf  of each of the  undersigned  and  that  all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the  undersigned  without the  necessity of filing  additional  joint
filing  agreements.  The undersigned  acknowledge that each shall be responsible
for the timely filing of such amendments,  and for the completeness and accuracy
of  the  information   concerning  him  contained  therein,  but  shall  not  be
responsible for the completeness and accuracy of the information  concerning the
other,  except to the extent  that he knows or has  reason to believe  that such
information is not accurate.

   Dated:   March 19, 2002                 /S/ DAVID C. HARDIE
                                           --------------------------------
                                           David C. Hardie



            March 19, 2002                 /S/ STEVEN HARDIE
                                           --------------------------------
                                           Steven Hardie


<PAGE>


                                    EXHIBIT B

             AMENDED AND RESTATED ASSIGNMENT AND NOMINEE AGREEMENT

     This  Amended  and  Restated   Assignment   and  Nominee   Agreement   (the
"Agreement"),  is entered into as of March 15, 2002, by and between David Hardie
and Steven  Hardie  (individually  referred  to as  "Nominee"  and  collectively
referred  to as  "Nominees")  and the  various  entities  named in the  attached
Schedule I (individually,  each a "Entity" and collectively, the "Entities"), al
of whom are collectively referred to as the "Parties".

                                   WITNESSETH:

     WHEREAS,  the  Entities  each  individually  own  shares  of  Common  Stock
("Shares") of Hallador Petroleum Company  ("Hallador"),  a Colorado corporation,
in the number of Shares set opposite to its name on Schedule I;

     WHEREAS,  the Entitles entered into Assignment and Nominee  Agreement dated
December  1,  1997,  in which  they  assigned  all  rights to the  Shares to the
Nominees for their management and disposition;

     WHEREAS, the Parties wish to reaffirm their arrangement with respect to the
Shares and with  respect to any future  acquired  Shares by  entering  into this
Agreement;

     Now, therefore,  in consideration of the premises and the  representations,
warranties,  covenants, and agreements hereinafter set forth, the parties hereto
hereby agree as follows:

     1. Representations.  Each Entity hereby represents and warrants that (i) it
possesses the requisite  power and  authority to execute,  deliver,  and perform
this  Agreement,  to appoint the  Nominees,  and each of them,  as its Proxy (as
defined below),  and to consummate the transactions  contemplated  hereby;  (ii)
this  Agreement  has  been  duly  executed  and  delivered  by each  Entity  and
constitutes a legal,  valid, and binding obligation of such Entity;  (iii) there
is no other  beneficial owner of any of the Shares or any other interest therein
whose consent is required for the  execution  and delivery of this  Agreement or
for the consummation of the transactions contemplated hereby; (iv) the execution
and delivery of this  Agreement by such Entity does not, and the  performance of
this  Agreement by such Entity will not, (A) conflict  with or violate any other
agreement of such Entity,  (B) conflict  with or violate any law  applicable  to
such  Entity,  (C) result in any breach of or  constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, acceleration, or cancellation of, or result
in the creation of a lien or encumbrance  on the Shares,  pursuant to, any note,
bond,  mortgage,   indenture,   contract,  agreement,  lease,  license,  permit,
franchise,  or other instrument or obligation to which such Entity is a party or
by which Such  Entity or its Shares are bound or  affected,  or (D)  require any
consent, approval,  authorization or permit of, or filing by such Entity with or
notification to, any governmental or regulatory authority,  domestic or foreign,
other than any necessary  filing under the  Securities  Exchange Act of 1934, as
amended ("1934 Act").
<PAGE>

     2. Title to  Shares.  Each  Entity is the sole owner of the Shares  held by
such  Entity as of the date of this  Agreement,  free and  clear of any  pledge,
lien,  security interest,  mortgage,  claim,  proxy, voting restriction or other
voting trust,  agreement,  understanding,  or arrangement of any kind,  right of
first refusal or other limitation on disposition, adverse claim of ownership, or
other  encumbrance of any kind,  other than  restrictions  imposed by securities
laws or pursuant to this Agreement.

     3. Assignment of Shares. Each Entity hereby assign all of its rights, title
and  interest to the Shares now in its  possession,  and in the  future,  to the
Nominees for their individual management and control,  including but not limited
to the right to sell,  assign or otherwise dispose such Shares on behalf of such
Entity as such Nominee sees fit.  Each Entity will take such further  action and
execute such other  documents as may be  necessary to  effectuate  the intent of
this Section 3. Nominees agree to disclaim all beneficial interest to the Shares
of the  Entitles  and to remit to the  Entities  any  revenues or proceeds  with
respect  to such  Shares  that it manage and  control  on behalf of such  Entity
pursuant to this Agreement.

     4. Proxy.  (a) Each Entity  hereby  revokes all prior  proxies or powers of
attorney with respect to any of its Shares.  Each Entity hereby  constitutes and
appoints  Nominees,  and each of them,  with  full  power  of  substitution  and
resubstitution   at  any  time  from  the  date  of  this  Agreement  until  its
termination, pursuant to Section 8 (the "Term"), as its true and lawful attorney
and proxy ("Proxy"),  for and in its name, place, and stead, including the right
to vote each Share  held by such  Entity as its Proxy as the  Nominee  sees fit,
only  limited to the rights of the  Entities as set forth in Section 4(b) below,
as well as take all other actions pursuant to such rights  including  demanding,
adjourning, or postponing meeting of the stockholders of Hallador, including the
right to sign its name (as  stockholder) to any consent,  certificate,  or other
document relating to Hallador that the law of the State of Colorado might permit
or require.

         (b) In the event Hallador seeks consent or vote on a major corporate
transaction such as mergers, consolidation, dissolution, recapitalization or the
like, the Nominees shall first seek instructions from each Entities by
submitting a notice seeking instructions from such Entity pursuant to Section
11. Upon receipt of such instructions, the Nominees shall vote in accordance
with the written instructions received from such Entity. If such Entity fails to
provide instructions within fifteen (15) days upon receipt of such notice, the
Nominees shall vote such Shares of the Entity as the Nominee deems appropriate.

          (c) THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND
COUPLED WITH AN INTEREST THROUGHOUT THE TERM. Each Entity will take such further
action and execute such other documents as may be necessary to effectuate the
intent of this Section 4.

     5.  Restrictions  on Transfer,  Proxies and  Non-Interference.  Each Entity
hereby agrees,  during the Term, and except as contemplated hereby, the Entities
will not take any action that would make any  representation  or warranty of the
Entity  contained herein untrue or incorrect or have the effect of preventing or
disabling the Nominees from performing the rights under this Agreement.

     6. Disclosure.  The Entitles hereby authorizes the Nominees to file any and
all reports  deemed  necessary by the Nominees under the Securities Act of 1933,
as amended and the 1934 Act.

     7.  Termination.  This Agreement shall terminate and be of no further force
and effect by the written  mutual  consent of the Nominees and a majority of the
Entities  hereto.  The termination of this Agreement shall not relieve any party
hereto from any liability for any breach of this Agreement prior to termination.

     8.  Expenses.  All costs  and  expenses  incurred  in  connection  with the
transactions contemplated by this Agreement shall be paid by the party incurring
such costs and expenses.
<PAGE>

     9. Limitation on Liability.  Each Entity  severally agrees that in no event
shall  the  Nominees  be  liable  to the  Entities  for  any  direct,  indirect,
consequential, special, exemplary, punitive or incidental damages including, but
not limited to, lost profits or other economic loss (whether arising from breach
of contract,  tort,  strict liability or otherwise)  arising under the Agreement
provided that Nominees acted in good faith and exercised reasonable diligence.

     10.  Indemnification.  Each Entity shall  defend,  indemnify,  and hold the
Nominees  harmless  from and  against any claims,  losses,  actions,  demands or
damages,  including  reasonable  attorney's  fees,  arising out of the Nominees'
action,  inaction or performance under this Agreement.  This indemnity shall not
apply to the extent the portion of such claim, liability,  loss, cost, damage or
expense is the result of the negligence or willful misconduct of the Nominee.

     11.  Notices.  All  notices,  requests,  demands  or  other  communications
hereunder  shall be deemed to have been  duly  given if  delivered  or mailed by
certified or registered mail if to the Nominees at 740 University Avenue,  Suite
110,  Sacramento,  California 95825, Attn: David Hardie, and if to the Entity at
the address set forth on the signature page hereto,  or to such other address of
which either party may notify the other party.

     12. Severability. In the event that any provision in this Agreement is held
invalid,  illegal,  or unenforceable in a jurisdiction,  such provision shall be
modified  or  deleted  as to the  jurisdiction  involved  but only to the extent
necessary  to render the same  valid,  legal,  and  enforceable.  The  validity,
legality, and enforceability of the remaining provisions hereof shall not in any
way be  affected  or  impaired  thereby  nor shall the  validity,  legality,  or
enforceability of such provision be affected thereby in any other jurisdiction.

     13. Entire Agreement.  This Agreement,  as each may be amended from time to
time,  constitute the entire agreements among the parties hereto with respect to
the subject matter hereof and supersede all prior agreements and understandings,
both written and oral, among the parties, or any of them, with respect thereto.

     14.  Assignment.  No party may assign or  delegate  this  Agreement  or any
right, interest, or obligation hereunder.

     15. No Third-Party  Beneficiaries.  This  Agreement  shall be binding upon,
inure solely to the benefit of, and be enforceable  by only the parties  hereto,
their  respective  successors,  and  permitted  assigns,  and  nothing  in  this
Agreement,  express or implied,  is intended to or shall confer upon any person,
other than the  parties  hereto,  their  respective  successors,  and  permitted
assigns,  any  rights,  remedies,  obligations,  or  liabilities  of any  nature
whatsoever.

     16.  Further  Assurance.  Each party hereto shall  execute and deliver such
additional  documents  and take all such  further  action as may be necessary or
desirable to  consummate  and make  effective,  in the most  expeditious  manner
practicable, the transactions contemplated by this Agreement.
<PAGE>

     17. No Waiver.  The  failure  of any party  hereto to  exercise  any right,
power, or remedy provided under this Agreement or otherwise  available at law or
in equity,  the  failure of any party  hereto to insist upon  compliance  by any
other party  hereto with its  obligations  hereunder,  or the  existence  of any
custom or practice of the parties at variance  with the terms  hereof  shall not
constitute  a waiver by such  party of its right to  exercise  any such or other
right, power, or remedy or to demand such compliance.

     18. Specific  Performance.  The parties hereto acknowledge that irreparable
damage  would occur in the event that any of the  provisions  of this  Agreement
were not  performed  in  accordance  with  their  specific  terms  or  otherwise
breached.  Accordingly,  the  parties  agree that an  aggrieved  party  shall be
entitled  to  injunctive  relief to prevent  breaches of this  Agreement  and to
enforce  specifically  the terms  and  provisions  hereof  in any  court  having
jurisdiction,  this being in addition to any other right or remedy to which such
party may be entitled under this Agreement, at law, or in equity.

     19.  Governing Law. This  Agreement  shall be governed by, and construed in
accordance  with,  the  laws of the  State  of  California,  without  effect  to
provisions thereof relating to conflicts of law.

     20. Headings.  The descriptive headings in this Agreement were included for
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.





                      [THIS SPACE INTENTIONALLY LEFT BLANK]




<PAGE>


     22.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts  (including  by  facsimile),  each of  which  shall  be  deemed  an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                       /S/ DAVID C. HARDIE
THE NOMINEES:                          -----------------------------------------
                                       David C. Hardie

                                       /S/ STEVEN HARDIE
                                       -----------------------------------------
                                       Steven Hardie

THE ENTITIES:                          Robert Hardie Q-Tip Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Douglas Hardie Sep. Prop. Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Janet Hardie Sep. Prop. Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------


                                       Douglas & Janet Hardie CPT


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------

<PAGE>


                                       David Hardie Sep. Prop. Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Janice Hardie Sep. Prop. Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       David & Janice Hardie CPT


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------




<PAGE>


                                       Steven Hardie Sep. Prop. Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Marilyn Hardie Sep. Prop. Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Robin Hardie Sep. Prop. Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Robin Hardie SPT - Grandchildren Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------




<PAGE>


                                       Robin Hardie Future Interest Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Cory Ritchie Sep. Prop. Trust


                                        By:
                                           -------------------------------------
                                           Name:
                                           Title:     Trustee
                                           Address:
                                                   -----------------------------



                                       Cory Ritchie SPT - Grandchildren Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Ryan Ritchie


                                       -----------------------------------------
                                       Address:
                                               ---------------------------------
                                               ---------------------------------


<PAGE>


                                       Cory Ritchie Future Interest Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Kirk Hardie Sep. Prop. Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Kirk Hardie SPT - Grandchildren Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Kirk Hardie Future Interest Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------




<PAGE>


                                       Brad Hardie SPT - Grandchildren Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Bradford Hardie Future Interest Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Joseph Hardie - Grandchildren Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Alexander Hardie Custodian


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Custodian
                                          Address:
                                                  ------------------------------




<PAGE>


                                       Alexander Hardie - Grandchildren Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Alexander Hardie Present Interest Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Steven Hardie Issue Future Interest Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------





<PAGE>



                                       Three-Gee Partners


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     General Partner
                                          Address:
                                                  ------------------------------






<PAGE>


                                       K.R.H.I., L.P.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     General Partner
                                          Address:
                                                  ------------------------------



                                       B.W.H.I., L.P.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     General Partner
                                          Address:
                                                  ------------------------------




<PAGE>


                                       J.S.H.I., L.P.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     General Partner
                                          Address:
                                                  ------------------------------



                                       Hardie Descendants' Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------



                                       Douglas Hardie Descendants' Trust


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     Trustee
                                          Address:
                                                  ------------------------------






<PAGE>


                                       Hallador, Inc.


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:     President
                                          Address:
                                                  ------------------------------





<PAGE>



                                   SCHEDULE I


--------------------------------------------------------------------------------
Entity                                                          Number of Shares
================================================================================
Robert Hardie Q-Tip Trust                                            823,041
--------------------------------------------------------------------------------
Douglas Hardie Sep. Prop. Trust                                       85,938
--------------------------------------------------------------------------------
Janet Hardie Sep. Prop. Trust                                         70,919
--------------------------------------------------------------------------------
Douglas & Janet Hardie CPT                                            26,692
--------------------------------------------------------------------------------
David Hardie Sep. Prop. Trust                                        182,983
--------------------------------------------------------------------------------
Janice Hardie Sep. Prop. Trust                                        65,094
--------------------------------------------------------------------------------
David & Janice Hardie CPT                                             67,714
--------------------------------------------------------------------------------
Steven Hardie Sep. Prop. Trust                                       247,789
--------------------------------------------------------------------------------
Marilyn Hardie Sep. Prop. Trust                                       22,971
--------------------------------------------------------------------------------
Robin Hardie Sep. Prop. Trust                                        124,174
--------------------------------------------------------------------------------
Robin Hardie SPT - Grandchildren Trust                                32,764
--------------------------------------------------------------------------------
Robin Hardie Future Interest Trust                                    91,008
--------------------------------------------------------------------------------
Cory Ritchie Sep. Prop. Trust                                        139,805
--------------------------------------------------------------------------------
Cory Ritchie SPT - Grandchildren Trust                                10,917
--------------------------------------------------------------------------------
Ryan Ritchie                                                           8,000
--------------------------------------------------------------------------------
Cory Ritchie Future Interest Trust                                    78,662
--------------------------------------------------------------------------------
Kirk Hardie Sep. Prop. Trust                                          33,654
--------------------------------------------------------------------------------
Kirk Hardie SPT - Grandchildren Trust                                 10,917
--------------------------------------------------------------------------------
Kirk Hardie Future Interest Trust                                    137,772
--------------------------------------------------------------------------------
Brad Hardie SPT - Grandchildren Trust                                 10,930
--------------------------------------------------------------------------------
Bradford Hardie Future Interest Trust                                 20,355
--------------------------------------------------------------------------------
Joseph Hardie - Grandchildren Trust                                   16,382
--------------------------------------------------------------------------------
Alexander Hardie Custodian                                            16,194
--------------------------------------------------------------------------------
Alexander Hardie - Grandchildren Trust                                16,382
--------------------------------------------------------------------------------
Alexander Hardie Present Interest Trust                              169,206
--------------------------------------------------------------------------------
Steven Hardie Issue Future Interest Trust                             75,035
--------------------------------------------------------------------------------
Three-Gee Partners                                                    43,813
--------------------------------------------------------------------------------
K.R.H.I., L.P.                                                        56,279
--------------------------------------------------------------------------------
B.W.H.I., L.P.                                                       207,609
--------------------------------------------------------------------------------
J.S.H.I., L.P.                                                       184,913
--------------------------------------------------------------------------------
Hardie Descendants' Trust                                            412,476
--------------------------------------------------------------------------------
Douglas Hardie Descendants' Trust                                      2,558
--------------------------------------------------------------------------------
Hallador, Inc.                                                       298,313
================================================================================
Total:                                                             3,791,259
--------------------------------------------------------------------------------


</TEXT>
</DOCUMENT>
