Exhibit
10.9








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





RE:
            LEASE
      PURCHASE AGREEMENT NUMBER 93625R01





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 1st 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.





Regards;/s/
      Patrick ClementsPATRICK
      CLEMENTSSHELL
      TRADING (US) COMPANY





PETROLEUM
DEVELOPMENT CORP


By:
                  /s/
      Tina R. SmithDate:
                  12/23/07





Shell
Trading (US) Company General Provisions


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 harmless STUSCO from any claims
resulting from errors or omissions in such information. STUSCO agrees to
protect, indemnify and hold harmless Sellers from any claims resulting from
errors or omission made by STUSCO in making payments in accordance with the
information provided by Seller.


7. If
payments by STUSCO to Seller include payments for interest owned by others in
the crude oil, Seller agrees to pay all persons and entities who may have any
right, title or interest in and to the crude oil and further agrees to protect,
indemnify and hold harmless STUSCO from any claims for payment by any such
person or entities.


8. The
total purchase price paid to Seller by STUSCO for crude oil and/or condensate
shall be calculated as set forth in the agreement. If STUSCO is the first
purchases of the crude and/or condensate, STUSCO shall have the right to
withhold from the total purchase price the amount of applicable production
and/or severance taxes and STUSCO shall remit to the appropriate taxing
authorities said taxes as withheld from the payment. If the amount of production
and/or severance taxes owned to the taxing authorities is greater that the
amount withheld and remitted by STUSCO, Seller agrees to reimburse STUSCO for
any excess production and/or severance tax that is required to be remitted to
the taxing authorities.


9.
Neither party shall be liable to the other for failure or delay in making or
accepting delivery hereunder to the extent such failure or delay may be due to
compliance with acts, orders, regulations or requests of any federal, state or
local civilian or military authority or any person purporting to act therefore;
riots; strikes; labor difficulties; actions of the elements; transportation
difficulties; any subsequently enacted law or regulation having a material
adverse economic impact upon either party’s ability to perform this agreement;
or any other cause reasonably beyond the control of such Party, whether similar
or not.


10. This
agreement shall be governed by the laws of the state in which the crude oil is
produced.


11. In
addition to the legal rights provided by the terms and provisions of this
document, the Seller may have certain statutory rights under the laws of the
state of production.


12/
Limitation of Liability – Neither party shall be liable for indirect, special,
or consequential damages.


13.
Hazard Communication – “Seller shall provide its Material Safety Data Sheet”
(MSDS) to STUSCO. STUSCO acknowledges the hazards and risks in handling and
using crude oil. STUSCO shall read the MSDS and advise its employees, its
affiliates and appropriate contractors who may purchase or come into contact
with such crude oil, about the hazards of crude oil, as well as the
precautionary procedures for handling said crude oil, which are set for in such
MSDS and any supplementary MSDS or written warning(s) which Seller may provide
to STUSCO from time to time. If Seller fails to provide the MSDS, STUSCO will
provide MSDS annually to its relevant employees, affiliates, and appropriate
contractors.”





PAGE 1





SHELL
TRADING (US) COMPANY





ATATCHMENT
1-000


RECEIPT
LEASES





COMPANY
      NAME
            PETROLEUM
      DEVELOPMENT CORP


STUSCO /
OTHER CO CONTRACT:    93625P01


EFFECTIVE
      DATE
            AUGUST
      1, 2007





LEASE
      HEADER
                                                                                                              
                                                                                                              LEASE
      NUMBER
                                                                                                              
                                                                                                              PROPERTY
      NAME / COUNTY, STATE
                                                                                                              
                                                                                                              OTHER
      COMPANY
                                                                                                                LEASE
      NUMBER
                                                                                                              
                                                                                                              OPERATOR
      NAME
                                                                                                              
                                                                                                              PAY
      TERMS
                                                                                                              
                                                                                                              TAX
      STAT
                                                                                                              
                                                                                                              PRICE
      BASIS
                                                                                                              
                                                                                                              PRICE
      DIFF
                                                                                                              
                                                                                                              PURCHASE
      DECIMAL97020
                                                                                                              
                                                                                                              Violet
      Olson 31-28H
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              PETROLEUM
      DEVELOPMENT CORP
                                                                                                              
                                                                                                              DA
                                                                                                              
                                                                                                              A
                                                                                                              
                                                                                                              UAZ
                                                                                                              
                                                                                                              [*]
                                                                                                              
                                                                                                              1.0000000Williams,
      ND97021
                                                                                                              
                                                                                                              FUNK
      44-SH
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              PETROLEUM
      DEVELOPMENT CORP
                                                                                                              
                                                                                                              DA
                                                                                                              
                                                                                                              A
                                                                                                              
                                                                                                              UAZ
                                                                                                              
                                                                                                              [*]
                                                                                                              
                                                                                                              1.0000000BURKE,
      ND97022
                                                                                                              
                                                                                                              ELLIS
      44-20H
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              PETROLEUM
      DEVELOPMENT CORP
                                                                                                              
                                                                                                              DA
                                                                                                              
                                                                                                              D
                                                                                                              
                                                                                                              UAZ
                                                                                                              
                                                                                                              [*]
                                                                                                              
                                                                                                              1.0000000BURKE,
      ND97023
                                                                                                              
                                                                                                              JEPSEN
      11-19H
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              PETROLEUM
      DEVELOPMENT CORP
                                                                                                              
                                                                                                              DA
                                                                                                              
                                                                                                              A
                                                                                                              
                                                                                                              UAZ
                                                                                                              
                                                                                                              [*]
                                                                                                              
                                                                                                              1.0000000BURKE,
      ND97024
                                                                                                              
                                                                                                              CARMONA
      31-1H
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              PETROLEUM
      DEVELOPMENT CORP
                                                                                                              
                                                                                                              DA
                                                                                                              
                                                                                                              A
                                                                                                              
                                                                                                              UAZ
                                                                                                              
                                                                                                              [*]
                                                                                                              
                                                                                                              1.0000000MC
      KENZI, ND97025
                                                                                                              
                                                                                                              KLATT
      34-33E
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              PETROLEUM
      DEVELOPMENT CORP
                                                                                                              
                                                                                                              DA
                                                                                                              
                                                                                                              A
                                                                                                              
                                                                                                              UAZ
                                                                                                              
                                                                                                              [*]
                                                                                                              
                                                                                                              1.0000000DUNN,
      ND97026
                                                                                                              
                                                                                                              FEDORA
      34-22H
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              PETROLEUM
      DEVELOPMENT CORP
                                                                                                              
                                                                                                              DA
                                                                                                              
                                                                                                              A
                                                                                                              
                                                                                                              UAZ
                                                                                                              
                                                                                                              [*]
                                                                                                              
                                                                                                              1.0000000DUNN,
      ND97027
                                                                                                              
                                                                                                              CONNOLLY
      34-36H
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              PETROLEUM
      DEVELOPMENT CORP
                                                                                                              
                                                                                                              DA
                                                                                                              
                                                                                                              A
                                                                                                              
                                                                                                              UAZ
                                                                                                              
                                                                                                              [*]
                                                                                                              
                                                                                                              1.0000000DUNN,
      ND97028
                                                                                                              
                                                                                                              BUEHNER
      21-2H
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              PETROLEUM
      DEVELOPMENT CORP
                                                                                                              
                                                                                                              DA
                                                                                                              
                                                                                                              A
                                                                                                              
                                                                                                              UAZ
                                                                                                              
                                                                                                              [*]
                                                                                                              
                                                                                                              1.0000000DUNN,
      ND







PAGE 2






SHELL
TRADING (US) COMPANY





COMPANY
      NAME
            PETROLEUM
      DEVELOPMENT CORP


STUSCO /
OTHER CO CONTRACT:    93625P01


EFFECTIVE
      DATE
            AUGUST
      1, 2007





NOTES





PAYMENT
TERMS





DA
            = 
      BY STUSCO TO SELLER




TAX
STATUS





A
            = 
      STUSCO IS 1ST
      PURCAHSER, STUSCO WILL COLLECT &
REMIT





D
            = 
      TO BE PAID BY SLLER




PRICE
BASIS





UAZ
            = 
      PRICE SHALL BE IN ACCORDANCE WITH THE CALENDER MONTH AVERAGE OF THE NYMEX
      NEAR MONTH WEST TEXAS INTERMEDIATE TYPE CRUDE OIL, DEEMED 40.0 DEGREES APT
      GRAVITY, DAILY SETTLEMENT PRICES FOR THE MONTH OF DELIVERY, FOR ALL
      TRADING DAYS, EXCLUDING WEEKENDS AND HOLIDAYS, ADJUSTED FOR A MONTHLY
      NEGOTIATED CLEARSBROOKDIFFERNTIAL TO BE PROVIDED SELLER BY
      STUSCO