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<SEC-DOCUMENT>0000788965-05-000011.txt : 20050815
<SEC-HEADER>0000788965-05-000011.hdr.sgml : 20050815
<ACCEPTANCE-DATETIME>20050815164534
ACCESSION NUMBER:		0000788965-05-000011
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20050630
FILED AS OF DATE:		20050815
DATE AS OF CHANGE:		20050815

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HALLADOR PETROLEUM CO
		CENTRAL INDEX KEY:			0000788965
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				841014610
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-14731
		FILM NUMBER:		051027341

	BUSINESS ADDRESS:	
		STREET 1:		1660 LINCOLN ST STE 2700
		CITY:			DENVER
		STATE:			CO
		ZIP:			80264
		BUSINESS PHONE:		3038395505

	MAIL ADDRESS:	
		STREET 1:		1660 LINCOLN STREET
		STREET 2:		SUITE 2700
		CITY:			DENVER
		STATE:			CO
		ZIP:			80264

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KIMBARK OIL & GAS CO /CO/
		DATE OF NAME CHANGE:	19900102

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KIMBARK INC
		DATE OF NAME CHANGE:	19860624
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>s063005qsb.txt
<DESCRIPTION>JUNE 30, 2005 FORM 10-QSB FOR HPC
<TEXT>
                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                      FORM 10-QSB

[x]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                     For the quarterly period ended June 30, 2005

                                          OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


                           Commission File Number 0-14731


                             HALLADOR PETROLEUM COMPANY
               (Exact name of registrant as specified in its charter)


        Colorado                                84-1014610
- ------------------------           -----------------------------------
(State of incorporation)           (I.R.S. Employer Identification No.)


       1660 Lincoln Street, Suite 2700, Denver, Colorado 80264-2701
 -----------------------------------------------------------------------
                  (Address of principal executive offices)


303-839-5504                                        FAX: 303-832-3013
- ------------------------------------------------------------------------
                            (Issuer's telephone numbers)


Check whether the issuer (1) filed all reports required by Section 13
or 15(d) of the Securities Exchange Act during the past 12 months,
and (2) has been subject to such filing requirements for the past
90 days: Yes [X]   No [  ]

Shares outstanding as of August 15, 2005: 7,093,150


PART I - FINANCIAL INFORMATION

                             Consolidated Balance Sheet
                                  (in thousands)
<table>
<caption>
                                                June 30,  December 31,
                                                 2005        2004*
                                                ------      ------
<s>                                             <c>         <c>
ASSETS
Current assets:
  Cash and cash equivalents                     $12,723     $19,927
  Oil and gas operator bonds                                    252
  Accounts receivable-
    Oil and gas sales                               534         573
    Well operations                                 234         117
    E&B account receivable                           35         230
    E&B note receivable                           3,632       3,569
                                                 ------      ------
      Total current assets                       17,158      24,668
                                                 ------      ------
Oil and gas properties, at cost
  (successful efforts):
  Unproved properties                             1,747         220
  Proved properties                               2,155       2,155
  Less-accumulated depreciation,
    depletion, amortization and impairment       (1,755)     (1,740)
                                                 ------      ------
                                                  2,147         635
                                                 ------      ------
Investment in Catalytic Solutions                   150         150
Investment in CELLC                                 301
Other assets                                         66          67
                                                 ------      ------
                                                $19,822     $25,520
                                                 ======      ======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities      $   357     $   642
  Oil and gas sales payable                         847         922
  Income tax payable                                360         300
  Partnership options payable                                   407
                                                 ------      ------
      Total current liabilities                   1,564       2,271
                                                 ------      ------
Minority interest                                 4,629       9,742
                                                 ------      ------
Stockholders' equity:
  Preferred stock, $.10 par value;
    10,000,000 shares authorized; none issued
  Common stock, $ .01 par value; 100,000,000
    shares authorized, 7,093,150 shares issued       71          71
Additional paid-in capital                       18,061      18,061
Accumulated deficit                              (4,503)     (4,625)
                                                 ------      ------
                                                 13,629      13,507
                                                 ------      ------
                                                $19,822     $25,520
                                                 ======      ======
*Derived from the Form 10-KSB.

</table>

                               See accompanying notes.

                         Consolidated Statement of Operations
                                    (in thousands)

<table>
<caption>
                                        Six months ended   Three months ended
                                            June 30,            June 30,
                                         2005     2004       2005      2004
                                         -----    -----      -----    -----
<s>                                      <c>     <c>        <c>       <c>
Revenue:
  Gas                                   $  333   $  327     $  166    $  169
  Natural gas liquids                       89       72         45        40
  Oil                                       45       35         20        15
  Interest                                 282       11        149         5
                                         -----    -----      -----     -----
                                           749      445        380       229
                                         -----    -----      -----     -----
Costs and expenses:
  Lease operating                           98       83         50        40
  Delay rentals                             38       64         34        34
  Impairment of unproved properties         14       67         14        67
  Equity loss in CELLC                      25                  25
  Depreciation, depletion and
   amortization                             19       24          9        12
  General and administrative               295      416        127       230
                                         -----    -----      -----     -----
                                           489      654        259       383
                                         -----    -----      -----     -----

Income (loss) from continuing operations
  before minority interest                 260     (209)       121      (154)
Minority interest                          (78)      62        (36)       46
                                         -----    -----      -----     -----
Income (loss) from continuing operations   182     (147)        85      (108)
Income tax-current                         (60)                (30)
Income from discontinued operations net
  of minority interest of $358 and $145             836                  338
                                         -----    -----      -----     -----
Net income                              $  122   $  689    $    55    $  230
                                         =====    =====      =====     =====
Net income (loss) per share - basic
     Continuing operations              $ 0.02   $(0.02)   $  0.01    $(0.02)
     Discontinued operations                       0.12                 0.05
                                         -----     -----    ------     -----
                                        $ 0.02   $ 0.10    $  0.01    $ 0.03
                                         =====    =====     ======     =====
Weighted average shares outstanding-
  basic                                  7,093    7,093      7,093     7,093
                                         =====    =====      =====     =====

                               See accompanying notes.

</table>
                        Consolidated Statement of Cash Flows
                                   (in thousands)
<table>
<caption>
                                                     Six months ended June 30,
                                                         2005         2004
                                                        ------       ------
<s>                                                    <c>          <c>
Net cash provided by operating activities:            $    11      $ 1,169
                                                       ------       ------
Cash flows from investing activities:
  Properties                                           (1,541)        (245)
  Investment in COALition                                (326)
  Decrease in bonds                                       252
  Other                                                    (2)         (74)
                                                       ------       ------
    Net cash used in investing activities              (1,617)        (319)
                                                       ------       ------

Cash flows from financing activities:
  Repurchase of partnership options                      (407)
  Distribution to limited partners                     (5,191)
                                                       ------
     Net cash used in financing activities             (5,598)
                                                       ------
Net (decrease) increase in cash and cash equivalents   (7,204)         850

Cash and cash equivalents, beginning of period         19,927        3,319
                                                       ------       ------
Cash and cash equivalents, end of period              $12,723      $ 4,169
                                                       ======       ======


                                      See accompanying notes.
</table>


1.    The interim financial data is unaudited; however, in our opinion, it
      includes all adjustments, consisting only of normal recurring
      adjustments necessary for a fair statement of the results for the
      interim periods. The financial statements included herein have been
      prepared pursuant to the SEC's rules and regulations; accordingly,
      certain information and footnote disclosures normally included in
      GAAP financial statements have been condensed or omitted.

2.    Our organization and business, the accounting policies we follow and
      other information are contained in the notes to our financial state-
      ments filed as part of our 2004 Form 10-KSB.  This quarterly report
      should be read in conjunction with that annual report.

3.    On April 15, 2005, we issued 750,000 ten-year options to employees at
      an exercise price of $2.25, which was based on the stock price of a
      March 2005 private transaction between one of our shareholders and a
      third party.  These options vest at 1/3 per year over the next three
      years.  There are no more options available for issuance.

      As allowed in SFAS 123, Accounting for Stock-Based Compensation, we
      continue to apply APB 25, Accounting for Stock Issued to Employees,
      and related interpretations in recording compensation related to our
      plan.  Had compensation costs for the plan been determined consistent
      with SFAS 123, we would have estimated the fair value of the option
      grant using the Black-Scholes option-pricing model, using the
      following assumptions for the 2005 grants: (i) risk free interest
      rate of 4.24%; (ii) expected life of 10 years; (iii) expected
      volatility of 120%; and (iv) no dividend yield.  The average
      fair value of options granted during 2005 was $2.15.  Pro forma
      net income for 2005 would have been $67,000 or $0.01 per share; pro
      forma results for 2004 were immaterial.

4.    On August 10, 2004, Hallador Petroleum, LLP (the "Partnership")
      entered into an agreement with E&B Natural Resources Management
      Corporation (a private company) to sell all of our interestin the
      South Cuyama field and adjacent exploration areas, all located in
      Santa Barbara County, California, for $23 million; consisting of
      $19.5 million in cash and an interest bearing (3.5%) note of $3.5
      million due on September 30, 2005.  Closing occurred on September
      30, 2004 and we recorded a pre-tax gain of about $14 million. Results
      from the South Cuyama field have been presented as discontinued
      operations in the accompanying Consolidated Statement of Operations.
      Revenue and expenses before the minority interest were about $4.5
      million and $3.3 million, respectively for the six months ended
      June 30, 2004.

      Due to the sale, the joint board of directors of Hallador Petroleum
      Company and the Executive Committee of the Partnership, voted to
      discontinue new partnership operations effective October 1, 2004.
      Currently, the Partnership's assets consist of cash, the $3.5 million
      note receivable, oil and gas properties in New Mexico and Texas, and
      other miscellaneous assets.  On October 1, 2004, the board of
      directors of Hallador Petroleum Company in their capacity as general
      partner, and the Executive Committee of the Partnership, valued the
      oil and gas properties in New Mexico and Texas and the other
      miscellaneous assets at $4 million.  On May 6, 2005 we made a
      cash distribution of about $5.2 million to the limited partners.
      During the third quarter 2005, Hallador Petroleum Company will
      offer to  purchase the limited partners interest in the Partnership
      for about $1.2 million.  This does not include their interest in
      the $3.5 million note receivable which is due September 30, 2005.
      Upon collection of the note a final distribution will be made to the
      limited partners.

5.    In late March 2005, we invested $325,000 for a 29% interest in a newly
      formed entity called COALition Energy, LLC (CELLC).  CELLC was formed
      to pursue coal investments.  To date CELLC has not commenced
      significant operations.  We account for this investment using the
      equity method of accounting.

      Four of our directors, David Hardie, Steven Hardie, Cortlandt Dietler,
      and Victor Stabio, who is also our CEO and CFO, acquired, at the same
      proportionate cost, and on the same terms as us, membership interests
      of 3.09%, 3.09%, 4.64%, and 3.09%, respectively, based on personal
      investments of $33,333, $33,333, $50,000 and $33,334, respectively, in
      CELLC.  There are 12 other members of CELLC, with Cortlandt Dietler,
      Victor Stabio, and three other individuals, constituting the initial
      directors of CELLC.

      Kestrel Energy Partners, which is 82.64% owned by Yorktown Energy
      Partners, VI, L.P., acquired, through a wholly-owned subsidiary, a 20%
      interest in CELLC for $224,490.  Yorktown Energy Partners VI, L.P. and
      Yorktown Energy Partners II, L.P., as well as their respective general
      partners and Yorktown Partners LLC, the manager of both of these
      partnerships, are under common control.  Yorktown Energy Partners II.,
      L.P. owns approximately 32% of our common stock.

                             HALLADOR PETROLEUM COMPANY
                  Management's Discussion and Analysis or Plan of Operation

RESULTS OF OPERATIONS
- ---------------------

Overview
- --------

The following discussion updates the MD&A section of our 2004 Form 10-KSB
which was filed on April 15, 2005 and should be read in conjunction thereto.

     Albany Shale Gas Lease Play
     ---------------------------

Since June 30, 2005 we have invested about $1 million in this wildcat gas
play in the Illinois Basin and expect to invest another $1 million.  Our
goal is to lease about 50,000 acres and then sell the unproved acreage and
retain some  sort of interest.

     Montana
     -------

We are evaluating two lease plays in Montana.  To date no funds have been
committed.

     North Dakota
     ------------

As disclosed in the 2004 Form 10-KSB, in February 2005 we invested $1.3
million in a 2,500 acre oil development prospect in McKenzie County, North
Dakota, located on the mid-western Montana border.  On April 25, 2005 we
purchased additional acres for $111,000.  We have a 37.5% WI (.328 NRI),
Kodiak Oil and Gas, the operator also has a 37.5% WI, the remaining 25% is
owned by others. Kodiak is headquartered in Denver and its stock trades on
the TSX Venture Exchange under the symbol KOG.  We hope to drill the first
oil well the first half of 2006, at a cost of about $2.5 million to the
100%.  This is a horizontal play so a vertical well is drilled to 8,000 feet
and then two horizontal laterals are drilled at distance of 4,000 - 6,000
feet in opposite directions.  Headington Oil Company is a major operator
in this area on the Montana side and Burlington Resources is a major
operator on the North Dakota side.  Depending on the success of the first
well, our total commitment could be an additional $2 million.

     San Juan Basin
     --------------

As disclosed in the Form 10-KSB two more development gas wells are planned
for September 2005.  The estimated costs to drill and complete these two
wells are about $1 million each to the 100%.  We have a .056 WI (.047 NRI)
in each of the wells.

     Coal
     ----

As disclosed in the 2004 Form 10-KSB, in late March 2005, we invested
$325,000 for a 29% interest in a newly formed entity called COALition
Energy, LLC (CELLC).  To date, CELLC has not commenced significant
operations.  Some of our directors and officers also invested in CELLC.
See Note 5 to the Financial Statements for further information.

Liquidity and Capital Resources
- -------------------------------

Cash and cash to be provided from operations are expected to enable us to
meet our obligations as they become due during the next several years.

We have no bank debt, no special purpose entities and no off-balance sheet
arrangements.

Results Of Continuing Operations
- --------------------------------

The tables below (in thousands) provides sales data and average prices for
the  period.

<table>
<caption>
                                   Year-to-date Comparison
                     --------------------------------------------------------

                               2005                         2004
                     ---------------------------     -----------------------
                      Sales    Average              Sales   Average
                      Volume    Price    Revenue    Volume   Price    Revenue
                     -------   -------   -------     ------   -----   -------
<s>                   <c>      <c>       <c>        <c>      <c>      <c>
Gas-mcf
  San Juan             32      $ 6.13    $196        35      $ 4.98   $174
  Other                21        6.53     137        27        5.67    153

NGLs-barrels
  San Juan              3.1     28.71      89        3.4      21.18     72

Oil-barrels
  Other                  .91    49.46      45        1        35.00     35

</table>


<table>
<caption>

                                   Quarter-to-date Comparison
                     --------------------------------------------------------
                               2005                         2004
                     ---------------------------     -----------------------
                      Sales    Average              Sales   Average
                      Volume    Price    Revenue    Volume   Price    Revenue
                     -------   -------   -------     ------   -----   -------
<s>                   <c>      <c>       <c>        <c>      <c>      <c>
Gas-mcf
  San Juan             15      $ 6.27    $ 94        19      $ 5.22   $ 99
  Other                10        7.20      72        12        5.84     70

NGLs-barrels
  San Juan              1.5     30.00      45        1.8      22.23     40

Oil-barrels
  Other                  .38    52.64      20         .42     35.72     15

</table>

Revenue increased due to higher prices.

Interest income increased due to investing the proceeds from the sale that
occurred in September 2004 and interest income earned on the $3.5 million
note due September 30, 2005.

General and administrative expenses declined due to the termination of two
employees after the California property sale, and salary reductions in the
Denver office.  Victor P. Stabio's salary was reduced 26% and certain
other employees' salaries were reduced 10%.

After the $5.2 million distribution to the limited partners on May 6, 2005,
interest income will decrease for the remainder of the year.

ITEM 3. CONTROLS AND PROCEDURES

We maintain a system of disclosure controls and procedures that are designed
for the purposes of ensuring that information required to be disclosed in our
SEC reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our CEO as appropriate to allow timely
decisions regarding required disclosure.

As of the end of the period covered by this report, we carried out an
evaluation, under the supervision and with the participation of our CEO of
the effectiveness of the design and operation of our disclosure controls and
procedures. Based upon that evaluation, our CEO, who is also our CFO,
concluded that our disclosure controls and procedures are effective for the
purposes discussed above. There have been no changes in our internal controls
or in other factors that could significantly affect these controls subsequent
to the date of the evaluation.

PART II-OTHER INFORMATION

Item 5.  Other Information

         Albany Shale Gas Lease Play
         ---------------------------

         Since June 30, 2005 we have invested about $1 million in this wildcat
         gas play in the Illinois Basin and expect to invest another $1 million.
         Our goal is to lease about 50,000 acres and then sell the unproved
         acreage and retain some sort of interest.

Item 6.  Exhibits and Reports on Form 8-K

   (a)  Exhibits:

         10.1 --  Oil and Gas Project Agreement dated June 3, 2005

         31   -- SOX 302 Certification

         32   -- SOX 906 Certification

                                  Signature

In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                     HALLADOR PETROLEUM COMPANY

Dated: August 15, 2005               By:/S/VICTOR P. STABIO
                                         CEO and CFO

                                       Signing on behalf of registrant
                                       and as principal financial officer.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhib10-1.txt
<DESCRIPTION>EXHIBIT 10-1 - HALLADOR PROJECT AGREEMENT
<TEXT>

                      OIL AND GAS PROJECT AGREEMENT
                      -----------------------------

     THIS OIL AND GAS PROJECT AGREEMENT (this "Agreement") is made and
entered into effective this 3rd day of June 2005 by and between Global
GeoData, LLC, a Colorado limited liability company and J. Bruce Branson,
an individual (together referred to as "Global") and Hallador Petroleum
Company, a Colorado corporation ("Hallador").  Each of Hallador and
Global are sometimes referred to individually as a "Party" and
collectively as the "Parties."

                             RECITALS
                             --------

     A.  Global has presented to Hallador a XXXXXXX Project known as
the Boomerang Project (the "Project") covering the areas in Xxxxxxxx
outlined or crosshatched on the map attached as Exhibit A (the "AMI").

     B.  It is the mutual desire of Global and Hallador that
Hallador acquire oil and gas leases in the AMI as provided herein.

     FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto agree as follows:

                              ARTICLE I
                             ----------
                             DEFINITIONS
                             -----------

1.11  Certain Defined Terms.  Unless the context otherwise requires,
the following terms shall have the respective meanings set forth in
this Section 1.1:

     (a)  "AMI" shall have the meaning ascribed thereto in the recitals
           to this Agreement.

     (b)  "Acreage Fee" shall mean all bonus and rental paid to the
           owner of the oil and gas estate covered by a Lease plus $xx
           per net mineral acre covered by the Lease; provided, however,
           that if a Lease is earned through drilling or Hallador does not
           otherwise pay cash consideration for a Lease, the Acreage Fee
           shall be $xx.00 per net mineral acre for such Lease.

     (c)  "Affiliate" shall mean, when used with respect to a specified Person,
           any other Person directly controlling, controlled by or in common
           control with the specified Person.  For purposes of this definition
           "control", when used with respect to any specified Person, means the
           power to direct the management and policies of the Person whether
           through the ownership of voting securities or by contract; and the
           term "controlled" have the meanings correlative to the foregoing.

     (d)  "Agreement" shall mean this Oil and Gas Project Agreement between
           Global and Hallador.

     (e)  "Approved Form" shall mean the form of oil and gas lease as that
           attached hereto as Exhibit C.

     (f)  "Broker" shall mean xxxxxxxx or such other lease brokerage firm
           agreed to between Global and Hallador.

     (g)  "Disputed Claim" shall have the meaning given such term in Section
           5.1.

     (h)  "Global ORRI" shall mean an ORRI in each Lease that is equal to five
           percent (x%) provided, however, that if the NRI of a Lease is
           less than xx%, then the Global ORRI shall be reduced by the
           difference between the NRI of such Lease and xx%; provided further
           that in no event shall the Global ORRI ever be less than three
           percent (xx%).

     (i)  "Governmental Authority" shall mean any entity of or pertaining to
           government, including any federal, state, local, other governmental
           or administrative authority, agency, court, tribunal, arbitrator,
           commission, board or  bureau.

     (j)  "Lease" shall mean any oil, gas, coal or other mineral lease, oil,
           gas, coal or other royalty or mineral right or interest, or rights
           to earn such interests, including without limitation, farmout or
           farmin agreements, or other similar interest, to the extent located
           within the AMI.  The term "Lease" shall also mean extensions or
           renewals of a Lease, with an extension meaning a Lease that is
           delivered within two years of the prior Lease.

     (k)  "NRI" shall mean the net revenue interest (i.e., the percentage of
           proceeds owned by lessee after deduction of royalty, ORRI and other
           similar burdens) in a Lease at the time the Lease is first acquired
           by Hallador or its Affiliates, officers, employees, agents or
           representatives, but before taking into account the Global ORRI.

     (l)  "ORRI" shall mean a cost free share of production of oil, gas and
          other minerals in and under land that is calculated and determined
          on the same basis as royalty interests reserved by the federal
          government on leases covering lands owned by the U.S. Bureau of
          Land Management.

     (m) "Person" shall mean any individual, corporation, partnership, joint
          venture, association, limited liability company, joint stock
          company, trust, unincorporated organization, Governmental Authority
          or government (or agency or political subdivision thereof).

     (n)  "Program" shall mean the lease acquisition program under Section 3.1.

1.2  Other Definitional Provisions.
     ------------------------------

     (a)  As used in this Agreement, unless expressly stated otherwise,
          references to (i) "including" mean "including, without limitation",
          and the words "hereof," "herein," and "hereunder," and similar words,
          refer to this Agreement as a whole and ot to any particular Article,
          provision, section or paragraph of this Agreement and (ii) "or" mean
          "either or both."  Unless otherwise specified, all references in
          this Agreement to articles, sections, paragraphs, exhibits or
          schedules are deemed references to the corresponding articles,
          sections, paragraphs, exhibits or schedules in this Agreement.
          Reference to "day" or "days" in this Agreement shall refer to
          calendar days unless otherwise stated.  The terms defined in the
          singular shall have a comparable meaning when used in the plural,
          and vice versa.  Whenever the Parties have agreed that any approval
          or consent shall not be "reasonably withheld," such phrase shall
          also include the Parties' agreement that the approval or consent
          shall not be unreasonably delayed or conditioned.

1.3  Other Terms.  Other terms may be defined elsewhere in the text of this
Agreement and shall have the meaning indicated throughout this Agreement.

                             ARTICLE II
                             ----------
                                TERM
                                ----
2.1  This Agreement shall be effective as of the date hereof and shall
continue in effect for a term ending upon expiration of all Leases acquired
hereunder.

                            ARTICLE III
                            -----------
                       RIGHTS AND OBLIGATIONS
                       -----------------------

3.1  Lease Acquisition.

     (a)  Global shall retain the Broker to acquire Leases in the AMI.  Global
     shall supervise the Broker and manage the Program.  Global shall enter
     into a written agreement with the Broker that, for the duration of such
     agreement and at least 12 months thereafter, prohibits the Broker from
     acquiring any Leases within the AMI except as provided in this Agreement
     and requires that the Program remain confidential.  The Leases acquired in
     the AMI shall be taken in the name of the Broker.  Global shall require
     that the Broker convey the Leases to Hallador within five (5) business
     days after Hallador provides Global a written request to assign the
     Leases.  Global shall cause the Broker to attempt to lease unleased
     mineral interests using the Approved Form.  The $xx.00 per net mineral
     acre flat included in the Acreage Fee shall be used, all or in part,
     to compensate the Broker. Hallador shall not have any further obligation
     to pay the Broker retained by Global in accordance with the terms of
     this Agreement except that Hallador shall (a) bear any costs related to
     any special requests made by Hallador, (b) pay the Broker a $x,xxx per
     county startup fee for mapping, and (c) reimburse the Broker's reasonable
     out of pocket costs for overnight mail and , if requested by Hallador or
     Global, travel that is outside of Xxxxxxxx. All of Broker's backup
     materials and work copies, including all maps used in connection with
     the program, shall be furnished and/or made available to Global and
     Hallador on an ongoing basis.

     (b)  Neither of the parties hereto nor their Affiliates shall acquire
     any Leases within the AMI except as set forth in this Article III.

     (c)  Hallador shall fund the acquisition of the Leases until it has
     expended a minimum of $XXXXXXX for Acreage Fees.  Hallador shall not be
     obligated to pay more than $xxxx per acre for any Lease.  Hallador shall
     not be obligated to pay Acreage Fees for any Lease that is not on the
     Approved Form unless (i) it was approved prior to payment by Hallador
     or (ii) it meets the following minimum qualifications:

        1)  the Lease has at least an xx% NRI (inclusive of the Global ORRI);

        2)  the Lease does not contain a Pugh clause or other similar acreage
            reduction provision at the end of the primary term;

        3)  the Lease contains a broad form pooling clause; the lessor's
            royalty does not expressly prohibit deduction of post production
            costs including gathering, dehydration, compression, transporta-
            tion and processing;

        4)  the Lease contains a primary term of at least five (5) years, and
            the Lease does not expressly restrict surface access other than
            those set forth in the Lease Form.

     (d)  If Global fails to acquire 50,000 net mineral acres for which
     Hallador is obligated to pay Acreage Fees hereunder by December 1, 2005,
     then Hallador's  obligation to fund the Program shall, at its option, term-
     inate.  The other obligations of the Agreement shall remain in effect.

     (e)  If  on December 1, 2005, Global has failed to acquire 50,000 net
     mineral acres for which Hallador is obligated to pay Acreage Fees here-
     under, but Hallador elects to continue the Agreement in effect, then
     Hallador, at its sole option, may continue the Program; provided that
     if during any consecutive six month period thereafter Hallador has not
     funded Acreage Fees for two months, during which time additional Leases
     have been made available for funding, and, within the six month period,
     has not undertaken geophysical operations, drilling operations or other
     activities related to preparation for drilling and operations within
     the AMI, then the obligations of each Party to acquire Leases or not to
     compete with each other under this Agreement shall terminate; provided
     further that the foregoing shall not relieve Hallador of its obligations
     under that certain Confidentiality Agreement and No-Competition Agreement
     dated May 20, 2005 between the Parties.


    (f)  If  on December 1, 2005, Global has acquired 50,000 net acres for
    which Hallador is obligated to pay Acreage Fees hereunder, then Hallador,
    at its sole option, may continue the Program; provided that if during any
    consecutive 12 month period thereafter Hallador has not funded Acreage Fees
    for two months, during which time additional Leases have been made
    available for funding, and, within the 12 month period, has not
    undertaken geophysical operations, drilling operations or other
    activities related to preparation for drilling and operations within
    the AMI, then the obligations of each Party to acquire Leases
    or not to compete with each other under the terms of this Agreement shall
    terminate; provided further that the foregoing shall not relieve Hallador
    of its obligations under that certain Confidentiality Agreement and
    No-Competition Agreement dated May 20, 2005 between the Parties.

    (g)  Hallador shall upon execution of this Agreement wire transfer $xxxxxx
    to Global which shall be used only for Acreage Fees ("Initial Fund").  As
    the Initial Fund approaches a $xxxxxx balance, Global will request further
    funding by submitting to Hallador a written report describing (i) the
    Leases taken and the net mineral acres covered by the Leases and (ii) the
    funds remaining and an estimate of the funds required for the following 14
    days.  Global shall thereafter submit similar reports every two weeks (or
    more frequently if funds are needed) to Hallador that set forth the
    estimated costs for the following 14-day period.  Hallador shall pay
    Global the estimated amount, adjusted up or down to true-up the actual
    amount for the prior period within five days after receipt of Global's
    report.

    (h)  For each Lease not meeting the minimum standards described in
    Section 3.1(c) (a "Non-Standard Lease"), Hallador shall have the
    continuing right and option to purchase any Non-Standard Lease as follows:
    (a) Global shall furnish to Hallador a copy of the Non-Standard Lease
    and a written description of the actual or estimated cost thereof (the
    "Offer Notice"), and (b) Hallador shall have ten days after receipt of
    each Offer Notice to notify Global in writing as to whether or not
    Hallador elects to acquire the Non-Standard Lease set forth in the Offer
    Notice or waive its option with respect to such Lease. If Hallador
    elects to waive the option or fails to respond within ten business days
    after receipt of an Offer Notice, then the option with respect to the
    Lease described in the Offer Notice shall be considered temporarily
    waived and Hallador shall not acquire or attempt to acquire any interest
    in the same.  If Hallador waives its option or fails to respond and Global
    has leased 50,000 acres in accordance with Section  3.1(c) then Global
    may acquire the Lease described in the Offer Notice for its own account.
    If Hallador elects to acquire the Lease described in the Offer Notice
    then payment of the Acreage Fee shall be made within ten business days
    after receipt of the Offer Notice and the Lease shall be included as part
    of the minimum lease acreage acquisition requirement set forth in
    Section 3.1(c).

3.2  No-Shop.  Upon execution of this Agreement by the Parties, Global shall
(a) terminate any and all negotiations in which Global may be currently
involved with third Persons with regard to a transaction involving the Project
and (b) neither solicit, nor entertain additional bids nor discuss with or
provide information concerning the Project to third Persons; provided, however
that the foregoing shall not restrict Global with respect to Leases that
Global acquires and offers Hallador in compliance with Section 3.1(h).

3.3  Sharing Data.  Each Party will provide to the other Party, with no delay
and at no cost to the other Party, a copy of all data that is acquired with
respect to the Project, including, without limitation, all geological,
geophysical (subject to standard licensing provisions and to the extent
that Hallador is not restricted by a third party), engineering, well, land,
Lease and title data, information and materials.

3.4  Sale or Conveyance of Leases by Hallador.  If, during the term of this
Agreement, Hallador or any of its Affiliates desires to sell, assign, convey
or otherwise transfer directly or by operation of law any of their respective
control, rights, titles or other interests in and to all or any part of any
Leases or enter into any other transaction for the acquisition of Leases or
the exploration or production of oil and gas in the AMI, then Hallador shall,
as a condition to any such transaction, cause the counterparty to expressly
assume Hallador's obligations under this Agreement.

3.5  Audit Rights.  The Parties shall, at its expense, have the right at all
times to examine the books and records of the other Party, during normal
working hours, to the extent necessary to verify the accuracy of any
computation or demand made under or pursuant to this Agreement.  Each Party
agrees to keep records and books of account in accordance with generally
accepted accounting principles in the industry.

3.6  Good Faith.  The Parties shall undertake their respective obligations
under this Agreement with good faith

                                      ARTICLE IV
                                      ----------
                                COMPENSATION TO GLOBAL
                                ----------------------

4.1  Global ORRI.  Unless Global has reserved the Global ORRI in an assignment
of a Lease to Hallador, Hallador shall within 10 days after receipt of
Global's request assign to Global the Global ORRI on each Lease.  The Global
ORRI shall be reserved or assigned (as the case may be) on a form
reasonably satisfactory to Global that incorporates the relevant provisions
of this Agreement and expressly applies to extensions or renewals of
a Lease, with an extension meaning a Lease that is delivered within two years
of the prior Lease.  In no event shall Hallador first assign any interest in
a Lease prior to the time it assigns the Global ORRI in a Lease.  The Global
ORRI shall be proportionately reduced, but only to the extent that
(a) the interest in a Lease covers less than xx% of the mineral estate in
the lands covered by the Lease and (b) Hallador owns, controls and receives
the benefit of less than xx% of the working interest in a Lease (thus,
if Hallador were to receive a xxx% working interest in a Lease before well
payout and xx% working interest after well payout, the Global ORRI would not
be reduced before payout and reduced by xx% after payout); provided, however,
the ORRI to Global shall not be reduced to the extent Hallador enters into
or structures arrangements with Persons to acquire Leases so as to deprive
Global of the full Global ORRI.

4.2  Project Fee.  Hallador shall pay Global the following
project fees:  (a) $xxxxx upon signing this Agreement, (b) $xxxxxx within 10
days after the first 10,000 net acres of Leases are acquired and delivered
to Hallador with title, (c) $xxxxxx within 10 days after 20,000 net acres
of Leases are acquired and delivered to Hallador with title, (d) $xxxxxx
within 10 days after 30,000 net acres of Leases are acquired and delivered
to Hallador with title,  and (e) $xxxxx within 10 days after 50,000 net acres
of Leases are acquired and delivered to Hallador with title.

4.3  Well Fees.  Hallador shall pay Global a fee of $xxxxxx per well on a
total of 25 oil or gas test wells drilled on any of the Leases or lands
pooled therewith in which Hallador or its successors or assigns have the right
to participate.  This fee shall be paid to Global for the first 25 wells
drilled that qualify.  To qualify, (a) Hallador must own at least xx%
working interest or (b) Hallador did not own at least xx% working interest
because Hallador entered into a transaction whereby it conveyed or agreed
to convey working  interest in the well or Leases (but not if it was unable to
acquire sufficient Leases in the drilling and spacing unit for a well).
Such fees shall be payable upon spudding of each qualifying well.

4.4  Acreage Fees.  Hallador shall pay to Global the Acreage Fee for all
Leases acquired.  Except for payment of Acreage Fees that Global has
received under Section 3.1(g), Hallador shall pay Global the Acreage Fee
due hereunder for each Lease within 20 days after Hallador acquires the Lease.


Payment.   All past due payments hereunder, unless a such payments are in
dispute, shall bear interest from the date due until paid at a rate equal
to the lesser of (a) a per annum rate equal to the prime rate of interest
charged by Citibank, N.A. plus five percent (x%) or (b) the maximum
non-usurious rate of interest permitted to be charged under applicable law.

                                ARTICLE V
                                ---------
                                DISPUTES
                                --------

5.1  Dispute Resolution; Arbitration.  In the event of any controversy or
claim, whether based in contract, tort or otherwise, arising out of or
relating to this Agreement or the scope, breach, termination or validity of
this Agreement (a "Disputed Claim"), the Parties shall promptly seek to
resolve the same by negotiations between senior executives of the Parties who
have authority to settle the Disputed Claim.  When a Party believes there is
a Disputed Claim under this Agreement that Party will give the other Party
written notice of the Disputed Claim.  Within 30 days after receipt of
such notice, the receiving Party shall submit to the other a written response.
Both the notice and response shall include (i) a statement of each Party's
position and a summary of the evidence and arguments supporting its position,
and (ii) the name, title, fax number, and telephone number of the executive
who will represent that Party.  The executives shall meet at a mutually
acceptable time and place within 15 days after the date of the response and
thereafter as often as they reasonably deem necessary to exchange relevant
information and to attempt to resolve the Disputed Claim.  If one of the
executives intends to be accompanied at a meeting by an attorney, the other
executive shall be given at least five days' notice of such intention
and may also be accompanied by an attorney.  All negotiations and
communications pursuant to this Article V shall be treated and maintained
by the Parties as confidential information and shall be treated as compromise
and settlement negotiations for the purposes of the Federal and State Rules
of Evidence.

5.2  Failure to Resolve Through Negotiations.  If the Disputed Claim has not
been resolved within 60 days after the date of the response given pursuant to
Section 5.1 above, or such additional time, if any, that the Parties
mutually agree to in writing, or if the Party receiving such notice denies
the applicability of the provisions of Section 5.1 or otherwise refuses to
participate under the provisions of Section 5.1, either Party may initiate
binding arbitration pursuant to the provisions of Section 5.3 below.

5.3  Arbitration.  Any Disputed Claims not settled pursuant to the foregoing
provisions shall be submitted to binding arbitration in accordance with
the following provisions.  Arbitration shall be the sole and exclusive
remedy of the Parties in connection with any Disputed Claims hereunder.

    (a)  Disputed Claims shall be resolved by arbitration in accordance with
    the then current Center for Public Resources Institute for Dispute
    Resolution Rules for Non-Administered Arbitration for the U.S. and
    Canada and related commentary ("Rules") and this Section.  The arbitration
    shall be governed by the United States Arbitration Act, 9 U.S.C. ss 1-16,
    and the Rules, to the exclusion of any provision of state law
    inconsistent with them.  Notwithstanding anything to the contrary, the
    provisions of this Article V shall control to the extent of any conflict
    with the Rules.

    (b)  The Parties shall select one disinterested arbitrator who is a
    practicing attorney or arbiter with at least ten years' experience in
    the oil and gas industry or ten years' legal experience with oil and
    gas law, and not previously employed by either Party or its affiliates,
    and, if possible, shall be selected by agreement between the Parties.  If
    the Parties do not select a disinterested arbitrator by agreement within
    15 days of the date of the notice of arbitration, a qualified arbitrator
    will be selected in accordance with the Rules.  The arbitrator(s) shall
    resolve the disputes and render a final award in accordance with the
    substantive laws of the state of Colorado.  The arbitrator shall set forth
    the reasons for the award in writing, and judgment on the arbitration
    award may be entered in any court having jurisdiction.

    (c)  The Parties hereto hereby request and consent to the arbitrator
    conducting a hearing in Denver, Colorado, no later than 60 days following
    their selection or 30 days after all prehearing discovery has been
    completed, whichever is later, at which the Parties shall present such
    evidence and witnesses as they may choose, with or without counsel.

    (d)  The Federal Rules of Civil Procedure, as modified or supplemented by
    the local rules of civil procedure for the U.S. District Court of
    Colorado, shall apply in the arbitration.  The Parties shall make their
    witnesses available in a timely manner for discovery pursuant to such
    rules.  If a Party fails to comply with this discovery agreement within
    the time established by the arbitrator, after resolving any discovery
    disputes, the arbitrator may take such failure to comply into
    consideration in reaching his decision.  All discovery disputes shall be
    resolved by the arbitrator pursuant to the procedures set forth in the
    Federal Rules of Civil Procedure.

    (e)  Adherence to formal rules of evidence shall not be required.  The
    arbitrator shall consider any evidence and testimony that he determines to
    be relevant.

    (f)  The Parties hereto hereby request that the arbitrators render their
    decision within 30 days following conclusion of the hearing.

    (g)  Any decision of the arbitrator shall be final, binding and non-
    appealable.  Any such decision may be filed in any court of competent
    jurisdiction and may be enforced by any Party as a final judgment in
    such court.  There shall be no grounds for appeal of any arbitration award
    hereunder.

    (h)  The defenses of statute of limitations and laches shall be tolled
    from and after the date a Party gives the other Party written notice of a
    Disputed Claim as provided in Section 5.1 above until such time as the
    Disputed Claim has been resolved pursuant to Section 5.1, or an
    arbitration award has been entered pursuant to Section 5.3.

5.4  Recovery of Costs and Attorneys' Fees.  In the event proceedings related
to this Agreement are initiated by either Party, the prevailing Party, after
the entry of a final non-appealable order, shall be entitled to recover from
the other Party, as a part of said order, all court costs, fees and expenses
of such arbitration (or litigation), including, without limitation,
reasonable attorneys' fees.

5.5  Choice of Forum.  Any proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby, such proceedings shall
be held within the boundaries of the City and County of Denver, Colorado.

5.6  Governing Law.  This Agreement shall be construed and enforced in
accordance with, and the rights of the Parties shall be governed by, the
law of the state of Colorado, without regard to any conflict-of-laws
provision thereof that would otherwise require the application of the
law of any other jurisdiction.

                                   ARTICLE VI
                                   -----------
                          REPRESENTATIONS AND WARRANTIES
                         --------------------------------

6.1  Representations and Warranties of Global.  Global represents and warrants
to Hallador as follows:

      (a)  Enforceability.  The execution, delivery and performance hereof by
      Global does not and will not contravene any provision of, or constitute
]     a default under, or result in the creation of any lien under, any
      indenture, mortgage, contract or other instrument to which Global is a
      Party or by which it is bound or any judgment, injunction, order or
      decree applicable to it, and do not and will not require the approval
      or consent of any trustee or holder of indebtedness or obligations of
      Global.  This Agreement has been duly executed and delivered by Global.
      Assuming due authorization, execution and delivery hereof by Hallador,
      upon execution and delivery hereof, this Agreement will constitute the
      legal, valid and binding agreement of Global, enforceable in accordance
      with its terms, except as such enforceability may be limited by
      applicable bankruptcy, reorganization, insolvency or similar laws
      generally affecting the enforcement of creditors' rights and by the
      availability of equitable remedies.

6.2  Representations and Warranties of Hallador.  Hallador represents and
warrants to Global as follows:

      (a)  Organization and Qualification.  Hallador is a corporation duly
      organized and validly existing under the laws of the state of Colorado,
      is duly qualified to do business in each jurisdiction where its failure
      to so qualify would have a material adverse effect on its
      business, operations or financial condition, and has the corporate
      power and authority to execute and deliver this Agreement and enter
      into and perform its obligations hereunder.

      (b)  Authority; Enforceability.  The execution, delivery and performance
      hereof by Hallador have been duly authorized by all necessary corporate
      action on the part of Hallador, are not inconsistent with Hallador's
      governing documents, do not and will not contravene any law or
      governmental rule, regulation or order now in effect applicable to it,
      do not and will not contravene any provision of, or constitute a default
      under, or result in the creation of any lien under, any indenture,
      mortgage, contract or other instrument to which Hallador is a Party
      or by which it is bound or any judgment, injunction, order or decree
      applicable to it, and do not and will not require the approval or
      consent of any trustee or holder of indebtedness or obligations
      of Hallador.  This Agreement has been duly executed and delivered by
      Hallador.  Assuming due authorization, execution and delivery hereof by
      Global, upon execution and delivery hereof, this Agreement will
      constitute the legal, valid and binding agreement of Hallador, enforce-
      able in accordance with its terms, except as such enforceability may
      be limited by applicable bankruptcy, reorganization, insolvency or
      similar laws generally affecting the enforcement of creditors'
      rights and by the availability of equitable remedies.

      (c)  Knowledge and Experience.  Hallador does hereby acknowledge and
      agree that it is an experienced and knowledgeable investor in the oil
      and gas business and that it is relying solely on its independent
      investigation and  evaluation of, and appraisal and judgment with
      respect to, the Project and the valuation assumptions applicable thereto
      and Hallador does hereby assume full responsibility for any conclusions
      or analysis relating to the Project. Furthermore, Hallador does hereby
      acknowledge and agree that Global makes no warranty or representation,
      either express, implied, statutory or otherwise, with respect
      to the accuracy, completeness or reliability of the information,
      records and data now, heretofore or hereafter made available to
      Hallador in connection with the Project.

                                   ARTICLE VII
                                   -----------
                                GENERAL PROVISIONS
                                ------------------

7.1  Notices.  All notices, requests, demands and other communications
required or permitted to be given under this Agreement shall be deemed to
have been duly given if in writing and delivered personally or sent via
first-class, postage prepaid, registered or certified mail (return receipt
requested), or by overnight delivery service or facsimile transmission
addressed as follows:

                       If to Global:
                             Global GeoData, LLC
                             Attn:  Timothy A. Gognat
                             P.O. Box 5074
                             Greenwood Village, Colorado  80155
                             Telephone:  (303) 525-3883
                             Facsimile:  (720) 200-0232

                       With a copy to:
                             J. Bruce Branson
                             1625 Broadway, Suite 2400
                             Denver, Colorado  80202
                             Telephone:  (303) 592-8124
                             Facsimile:  (303) 626-8251

                      If to Hallador:
                             Hallador Petroleum Company
                             1660 Lincoln Street,  Suite 2700
                             Denver, Colorado  80264-3103
                             Attention:  Victor P. Stabio
                             Telephone:  (303) 839-5504
                             Facsimile:  (303) 832-3013

     Any Party may change the address to which the communications are to be
directed to it by giving notice to the other in the manner provided in this
Section 7.1.  Notice by mail shall be deemed to have been given and received
on the third business day after posting.  Notice by overnight delivery
service, facsimile transmission or personal delivery shall be deemed given
on the date of actual delivery.

7.2  Waiver.  No course of dealing and no delay on the part of either Party in
exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such Party's rights, powers or remedies.  No term or
condition of this Agreement shall be deemed to have been waived nor shall there
be any estoppel to enforce any provision of this Agreement except by written
instrument of the Parties charged with such waiver or estoppel.  The waiver of
any breach of any term, condition or provision of this Agreement shall not be
construed as a waiver of any prior, concurrent or subsequent breach of the
same or any other term, condition or provision hereof.

7.3  Entire Agreement; Amendment.  This Agreement and that certain
Confidentiality Agreement and No-Competition Agreement dated May 20, 2005
between the Parties, including the exhibits attached hereto and thereto,
constitutes the entire agreement and understanding between the Parties hereto
with respect to the subject matter hereof, and supersede all other prior and
contemporaneous agreements and undertakings of the Parties, in connection
herewith.  This Agreement may be modified in writing only, signed by the
Parties in interest at the time of modification.

7.4  Successors and Assigns.  This Agreement shall inure to the benefit of and
be binding upon the Parties and their respective successors and permitted
assigns, whether so expressed or not.  If either Party hereto (an "Assignor")
assigns any or all of its rights hereunder, such assignment shall be in
writing and provide that the assignee agrees to assume all of the Assignor's
liabilities hereunder; provided, however that the Assignor shall remain jointly
liable for obligations attributable to periods prior to the date the
assignment is completed.  Any such assignment shall not be binding on the other
Party unless the provisions hereof have been complied with and unless and
until it has been furnished with a fully executed copy of such assignment,
and shall not relive the Assignor of its obligations hereunder.

7.5  Recording.  Global and Hallador shall execute, acknowledge, and deliver
a "short form" memorandum of this Agreement in the form of the attached
Exhibit B, which either Party shall have the right to place of record in the
counties which are wholly or partially contained within the AMI.  Promptly
upon request by either Party at any time following the termination of this
Agreement, however such termination may be brought about, Global and Hallador
shall execute and deliver to each other an instrument, in recordable form,
evidencing the termination of this  Agreement.

7.6  Severability.  The invalidity or unenforceability of any provision of
this  Agreement shall in no way affect the validity or enforceability of any
other provision hereof.

7.7  Time of Essence.  Time is of the essence in the performance of all
obligations falling due hereunder.

7.8  Captions.  The headings to Articles, Sections, paragraphs and other sub-
divisions of this Agreement are inserted for convenience of reference only and
will not affect the meaning or interpretation of this Agreement.

7.9  Schedules and Exhibits.  All schedules and exhibits hereto which are
referred to herein are hereby made a part hereof and incorporated herein by
such reference.

7.10  No Partnership.  The relationship between Global and Hallador at all
times shall not be deemed a partnership or joint venture.

7.11  No Third Party Beneficiaries.  This Agreement inures to the sole and
exclusive benefit of Global and Hallador, their respective successors,
legal representatives and assigns, and confers no benefit on any third Person.

7.12  Good Faith; Further Assurances.  The Parties hereto shall, in good faith,
undertake to perform their obligations in this Agreement.  Upon request by
either Party from time to time during the term of this Agreement, each Party
agrees to execute and deliver all such other and additional instruments,
notices and other documents and do all such other acts and things as may be
necessary to carry out the purposes of this Agreement and to more fully
assure the Parties' rights and interests provided for hereunder.

7.13  Survival.  The termination of this Agreement shall not discharge any
Party from any obligation that it owes to the other Party hereunder.  In
addition, Hallador's obligation to assign Global the Global ORRI on
extensions and renewals of Leases shall survive the termination of this
Agreement.

7.14  Negotiated Transaction.  The provisions of this Agreement were
negotiated by the Parties hereto, and this Agreement shall be deemed to
have been drafted by all of the Parties hereto.

THE PARTIES HERETO HAVE EXECUTED this Agreement to be effective as of the
day first hereinabove written.

                                           GLOBAL GEODATA, LLC

                                           By:  /S/TIMOTHY A GOGNAT
                                           Name:   Timothy A. Gognat
                                           Title:  Manager

                                           HALLADOR PETROLEUM COMPANY

                                           By:  /S/VICTOR P. STABIO
                                           Name:  Victor P. Stabio
                                           Title: Chief Executive Officer
                                                  and President

                                           J. BRUCE BRANSON

                                           By:  /S/J. BRUCE BRANSON
                                           Name:  J. Bruce Branson
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>exhib31.txt
<DESCRIPTION>EXHIBIT 31 - SOX 302 CERTIFICATION
<TEXT>
EXHIBIT 31

CERTIFICATION

I, Victor P. Stabio, certify that:

1.  I have reviewed this report on Form 10-QSB of Hallador Petroleum Company;

2.  Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4.  I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for the registrant and I have:

    a)  designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this report is being
prepared;

    b)  evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report my conclusion about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and

    c)  disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and

5.  I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the
audit committee of registrant's board of directors;

    a)  all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

    b)  any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
control over financial reporting.

Date:  August 15, 2005

/S/ VICTOR PSTABIO
- ------------------
CEO and CFO

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>exhib32.txt
<DESCRIPTION>EXHIBIT 32 - SOX 906 CERTIFICATION
<TEXT>
EXHIBIT 32

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hallador Petroleum Company (the
"Company"), on Form 10-QSB for the period ended June 30, 2005, as filed with
the Securities  and Exchange  Commission on the date hereof (the "Report"),
the  undersigned, in the capacities and dates indicated below, hereby certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to his knowledge: (1) The Report fully complies
with the requirements of Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934; and (2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the
Company.


Dated: August 15, 2005               By:/S/VICTOR P. STABIO
                                         CEO and CFO

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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