RE: LEASE PURCHASE AGREEMENT NUMBER 93625R01

The Partnership has redacted certain confidential information in this agreement in reliance upon its confidential treatment request that if filed with the Securities and Exchange Commission pursuant to Rule 24 b-2  under the Securities Exchange Act of 1934. In this agreement, we indicate each redaction by use of an asterisk *.

September 13, 2007

PETROLEUM DEVELOPMENT CORP

9720 B CANDALARIA NE

ALBUQUERQUE, NM 87112-1498

ATTN. Lease Contract Administration

Dear Lease Contract Administrator

This confirm Shell Trading (US) Company’s (“STUSCO”) agreement to buy and PETROLEUM DEVELOPMENT CORP’s (“Seller”) agreement to sell and deliver crude oil production from the lease(s) described in the enclosed Attachment(s) to carriers designated by STUSCO. Provisions relating to crude type(s), decimal interest(s) for purchase from each lease, price, payment for crude oil and payment of taxes are stated in Attachment(s).

This agreement will continue from the effective date indicated on Attachment(s) until the 1 ^st of the month following either party’s thirty (30) days advance written notice of cancellation and is also subject to the terms and conditions stated in the General Provisions, a copy of which is attached hereto and made part hereof.

Please confirm by fax to [713-246-8531] that the above accurately records the terms and conditions or our agreement. If a reply is not received in ten (10) business days it will constitute acceptance of terms stated herein.

PETROLEUM DEVELOPMENT CORP

1. The specific agreement terms stated on page one and on Attachment(s) to this agreement shall control over the following general provisions and altogether comprise an integrated contract between Shell Trading (US) Company and Seller.

2. The term “crude oil” as used in this agreement shall include all marketable liquid hydrocarbons.

3. All crude oil delivered to STUSCO under this agreement shall be merchantable crude oil. Title and risk of loss shall pass to STUSCO as soon as STUSCO receives such crude oil into its custody or that of any carrier designated by it.

4. STUSCO shall compute quantity and quality and make corrections for temperature and deductions for impurities according to the prevailing API/ASTM standards in effect at the time and place of delivery and the laws and regulations prescribed by the governmental authorities having jurisdictions.

5. Seller warrants that all crude delivered under this agreement will be produced and delivered in compliance with all applicable laws and regulations prescribed by the governmental authorities having jurisdiction.

6. If STUSCO makes payment to the individual owners of interest in the crude oil to be delivered to STUSCO under this agreement, Seller agrees to provide accurate information concerning each owner’s title sufficient to enable STUSCO to make such payments to protect, indemnify and hold h