Form of assignment of leases to the Partnership

---

This Assignment made this 2nd day of May 2004 from PETROLEUM DEVELOPMENT CORPORATION, a Nevada Corporation, (herein called "Assignor") to PDC 2004-A, Limited Partnership, (herein called "Assignee");

Assignor, for the sum of One Dollar ($1.00) and other valuable consideration, the receipt of which is hereby acknowledged, does by these presents GRANT, BARGAIN, SELL, EXCHANGE, CONVEY, ASSIGN, TRANSFER, SET OVER and DELIVER unto Assignee all of the following:

1.     The specific undivided Interest shown In Exhibit A in respect of each of the oil and gas leases shown in Exhibit A, but only to the extent such leases cover lands and depths necessary for production of the specific oft and gas well identified In Exhibit A. This is intended to be a "wellbore assignment." Assignee shall be entitled to receive that share of production from the well Identified in Exhibit A which is attributable to the undivided Interest here being assigned, but the Assignee shall have, as a result of this Assignment, no Interest whatsoever in any other oil and gas well, whether now existing or hereafter drilled, which may be located on the lands described in Exhibit A or on any land pooled therewith. Assignor expressly excepts from this Assignment and reserves to itself, its successors and assigns, the remainder of the lease and the leasehold oil and gas estate, including (without limitation) the right to produce other wells which are or may be located on the lands described In Exhibit A and lands pooled therewith, without the obligation to account to Assignee for any such other production.

2.     The specific undivided interest shown in Exhibit A In all valid unitization, pooling, operating and communitization agreements, declarations and orders Involving the leasehold interests here being assigned, but only to the extent that such agreements, declarations and orders relate to the well specifically identified in Exhibit A and in all other respects limited to the manner as set forth in Paragraph 1, above.

3.     The specific undivided interest shown In Exhibit A in all valid oil and gas sales, purchase, exchange and processing contracts, but only to the extent that such contracts relate to the well specifically identified in Exhibit A and in all other respects limited in the manner set forth In Paragraph 1, above.

4.     The specific undivided interest shown in Exhibit A In all personal property, improvements, lease and well equipment, easements, permits, licenses, servitudes and rights-of-way now owned by Assignor and being used in connection with The operation of the well specifically identified in Exhibit A or in connection with the production, treating, storing, transportation or marketing of oil, gas and other minerals from that well, but in all respects limited in the manner set forth in Paragraph 1, above.

TO HAVE AND TO HOLD the interests described unto Assignee, its successors and assigns, forever.

This Assignment is made without warranties of any type (whether of title, merchantability or fitness for a particular use), either express or implied, but is made with full substitution of Assignee In all covenants and warranties previously given or made by others, but only to the extent of the interests here assigned. Assignor does, however, expressly intend that this Assignment convey any title that Assignor may hereafter acquire to the extent that such after-acquired title may be necessary to fulfill the interests herein assigned.

Assignee shall bear its proportionate share of all burdens on production now of record and hereby assumes its proportionate share of all other obligations that relate to the well specifically identified in Exhibit A and the production therefrom.

Both Assignor and Assignee hereby agree to execute and deliver such additional instruments, notices, division orders, transfer orders and other documents as may reasonably be requested by the other, and to do such other acts and things, as may be necessary or convenient to accomplish this Assignment in the manner and to the extent described in Paragraph 1, above.

IN WITNESS WHEREOF. Petroleum Development Corporation has executed and delivered this instrument, with the intention that it shall be effective as of the date of first production from the well specifically identified in Exhibit A.

	PETROLEUM DEVELOPMENT CORPORATION
	A Nevada Corporation
	BY:	/s/ William D. Gainor
		William D. Gainor
		Land Manager

STATE OF WEST VIRGINIA		)
		)	TO-WIT:
COUNTY OF HARRISON		)

The foregoing instrument was acknowledged before me this 6th day of May 2004 by William D. Galnor, Land Manager of Petroleum Development Corporation, a Nevada Corporation, for and on behalf of the Corporation. He executed the foregoing for the purposes therein contained.

OFFICIAL SEAL		/s/ Rita A. Clark
Notary Public, State of West Virginia		Rita A. Clark
RITA A. CLARK		Notary Public -	State of West Virginia
Petroleum Development Corporation			County of Harrison
103 East Main Street, Box 26		My Commission expires: June 2, 2009
Bridgeport, WV 26330
My commission expires June 2, 2009

This instrument was prepared by:

Petroleum Development Corporation

103 East Main Street

P. O. Box 26

Bridgeport, WV 26330

Ph: 1 ###-###-#### or ###-###-####

THIS AMENDMENT TO ASSIGNMENT OF WORKING INTEREST is made March 2, 2006 between Petroleum Development Corporation, a Nevada corporation, and PDC 2004-A Limited Partnership, a West Virginia limited partnership whose address is P. O. Box 26, Bridgeport, West Virginia 26330.

1.     Background. By this instrument, the parties correct and amend the Assignment of Working Interest (the "Original Assignment"), dated May 2, 2004 and recorded as Instrument No. 3220266 in the real property records of Weld County, Colorado.

2.    Amendment. Petroleum Development Corporation and PDC 2004-A Limited Partnership hereby amend the Original Assignment by deleting in its entirely the Exhibit A that is attached to the Original Assignment and replacing it with the Exhibit A that is attached to this instrument. All other provisions of the Original Assignment are unchanged.

3.    Effective Date. The parties intend that this amendment be deemed effective at the effective date of the Original Assignment, just as if the Exhibit A that is attached to this instrument had originally been attached to the Original Assignment.

IN WITNESS WHEREOF, this instrument has been executed by the parties.

	PDC 2004-A LIMITED PARTNERSHIP
	By:	Petroleum Development Corporation
	By:	/s/ Ersel E. Morgan, Jr
		Ersel E. Morgan, Jr. as Vice President

STATE OF WEST VIRGINIA		§
		§	ss
COUNTY OF HARRISON		§

The foregoing  instrument was acknowledged before me this 5th day of April, 2006, by Ersel E. Morgan, as Vice President of Petroleum Development Corporation, the Managing General Partner of PDC 2004-A Limited Partnership, a West Virginia limited partnership.

Witness my hand and official seal.

OFFICIAL SEAL		/s/ Rita A. Clark
Notary Public, State of West Virginia		Rita A. Clark as Notary Public
RITA A. CLARK		Harrison County, West Virginia
Petroleum Development Corporation
103 East Main Street, Box 26		My Commission expires: June 2, 2009
Bridgeport, WV 26330
My commission expires June 2, 2009

 

WELL NAME	LESSOR OR ASSIGNOR	LEASE DATE	RECEPTION NO. BOOK/PAGE	LEGAL DESCRIPTION	COUNTY	STATE	ASSIGNED INTEREST	LEASE NO.
Wells Ranch 42-5	Anadarko E & P Co., LP and Anadarko Land Corp.	12-18-2002	3040480	T5N, R63W Sec. 5: SE4NE4	Weld	Colorado	0 ###-###-####	688000

WELL NAME	LESSOR OR ASSIGNOR	LEASE DATE	RECEPTION NO. BOOK/PAGE	LEGAL DESCRIPTION	COUNTY	STATE	ASSIGNED INTEREST	LEASE NO.
State 21-4	State of Colorado	06-01-1981	2153523	T5N, R63W Sec. 4: NE4NW4	Weld	Colorado	0.999793	678900

WELL NAME	LESSOR OR ASSIGNOR	LEASE DATE	RECEPTION NO. BOOK/PAGE	LEGAL DESCRIPTION	COUNTY	STATE	ASSIGNED INTEREST	LEASE NO.
Wells Ranch 32-5	Anadarko E & P Co. and Anadarko Land Corp.	12-18-2002	3040480	T5N, R63W Sec. 5: SW4NE4	Weld	Colorado	0 ###-###-####	688000