ex10_1.htm


    

      
        

      

    

    
 

    RR2006LP

    Weld
      County

    


    


    


    


    


    ASSIGNMENT
      OF WORKING
      INTEREST

    Wellbore
      Only

    


    


    


    


    This
      Assignment of Working Interest
      ("Assignment") is made and entered into this 1st day of September, 2006 from
      PETROLEUM DEVELOPMENT
      CORPORATION, a Nevada Corporation, (herein called "Assignor") to ROCKIES REGION 2006
      LIMITED
      PARTNERSHIP, (herein called "Assignee");

    


    


    WITNESSETH

    


    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 oil 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 there from.

    


    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 spud date of the well
      specifically identified in Exhibit A.

     

    
    

    
      	
               

            	PETROLEUM
              DEVELOPMENT CORPORATION	 	 
	 	A
              Nevada
              Corporation	 	 
	 	 	 	 
	 	BY:___________________________________	 	 
	 	James
              P.
              Wason	 	 
	 	Director
              of
              Land	 	 


    

    
 

    


    


    
      	STATE
              OF
              WELD	 )	 
	 	 )                 
              	 TO-WIT:
	COUNTY OF COLORADO              
              	 )	 


    

    


    


         The
      foregoing instrument was acknowledged before me this 1st day of September,
      2006
      by James P. Wason, as Director of Land of Petroleum Development Corporation,
      a
      Nevada Corporation, for and on behalf of the Corporation.  He executed
      the foregoing for the purposes therein contained.

    


     

    
    

    
      	 	 	 	 
	 	Carrie
              Eggleston	 	 
	 	Notary
              Public -	Colorado	 
	 	 	County
              of
              Denver	 
	 	My
              Commission
              expires:          	October
              12,
              2010	 


    

    


     

                                               

    
 

    


    After
      recording, return
      to:

    Petroleum
      Development
      Corporation

    1775
      Sherman Street, Suite 3000

    Denver,
      CO  80203

    Ph:  303-860-5800