Exhibit 10.2








ASSIGNMENT OF WORKING INTEREST





This Assignment made this 21st day of November, 2002 from PETROLEUM DEVELOPMENT CORPORATION, a Nevada Corporation, (herein called "Assignor") to 2002-C, 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 pooled therewith, without the obligation to located on the lands described in Exhibit A and lands 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 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 covenant 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 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 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 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.





Witnesses:

PETROLEUM DEVELOPMENT CORPORATIONA Nevada Corporation/s/ Susan A. FosterSusan A. Foster/s/ Rita A. Clark

BY:
/s/ William D. GainorRita A. Clark


William D. GainorLand Manager





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





The foregoing instrument was acknowledged before me this 26th day of November 2002 by William D. Gainor, Land Manager of Petroleum Development Corporation, a Nevada Corporation, for and on behalf of the Corporation.  He executed foregoing for the purposes therein contained.





OFFICIAL SEAL

/s/Rita A. ClarkNotary Public State of West Virginia

RITA A. CLARK

Petroleum Development Corporation

103 East Main Street, Box 26

Bridgeport, WV 26330

My commission expires June 2, 2009

Rita A. Clark

Notary Public - State of West Virginia

County of Harrison

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













AMENDMENT TO


ASSIGNMENT OF WORKING INTEREST





THIS AMENDMENT TO ASSIGNMENT OF WORKING INTEREST is made February l, 2006 between Petroleum Development Corporation, a Nevada corporation, and PDC 2002-C 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 November 21, 2002 and record as Instrument No. 3063467in the real property records of Weld County, Colorado.





2. Amendment.   Petroleum Development Corporation and PDC 2002-C Limited Partnership hereby amend the Original Assignment by deleting in its entirety the Exhibit A that is attached to this instrument and all other provisions of 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 2002 C LIMITED PARTNERSHIPBy:
Petroleum Development CorporationAs Managing General PartnerBy:
/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 16th day of March, 2006, by Ersel E. Morgan, as Vice President of Petroleum Development Corporation, the Managing General Partner of PDC 2002-C Limited Partnership, a West Virginia limited partnership.





Witness my hand and official seal





/s/Rita A. ClarkOFFICIAL SEAL

Notary Public State of West Virginia

RITA A. CLARK

Petroleum Development Corporation

103 East Main Street, Box 26

Bridgeport, WV 26330

My commission expires June 2, 2009

Rita A. Clark asNotary Public

Harrison County, State of West Virginia

My Commission expires: June 2,2009











EXHIBIT "A"


AMENDMENT TO ASSIGNMENT OF WORKING INTEREST


PDC 2002-C LIMITED PARTNERSHIP





WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Booth 24-35
Anadarko E & P Company

And Anadarko Land Corporation
12-04-2002
3040481
T7N, R65W Sec. 35: SE4SW4
Weld
Colorado
0.9970
687800











EXHIBIT "A"


AMENDMENT TO ASSIGNMENT OF WORKING INTEREST


PDC 2002-C LIMITED PARTNERSHIP





WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Ehrlich 13-32
Henry Printz, Jr., et ux
11-19-1981
1876412/954
T6N, R64W Sec. 7: SW4NE4
Weld
Colorado
0.872375
661800











EXHIBIT "A"


AMENDMENT TO ASSIGNMENT OF WORKING INTEREST


PDC 2002-C LIMITED PARTNERSHIP





WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Loustalet 32-12
Francis Loustalet
04-14-1981
1865242/943
T5N, R65W Sec. 12 NW4NE4
Weld
Colorado
0.872375
647900Warren Loustalet
04-14-1981
1858796/937Frances Loustalet
06-01-1982
1895807/971Warren Loustalet
06-01-1982
1895808/971Ardith L. Simons
04-19-1984
1962272/1026Gary H. Loustalet
04-09-1984
1962274/1026Wade A. Loustalet
04-09-1984
1962273/1026Mark D. Young, et ux
12-05-1997
2583922/1637











EXHIBIT "A"


AMENDMENT TO ASSIGNMENT OF WORKING INTEREST


PDC 2002-C LIMITED PARTNERSHIP





WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION

NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO,Millage 23-3
Millage Bros., Inc.
11-28-2000
2832260
T5N, R64W Sec. 3: NE4SW4
Weld
Colorado
0.9502407
657800H. Joan Englebart
04-13-1981
1865240/943











EXHIBIT "A"


AMENDMENT TO ASSIGNMENT OF WORKING INTEREST


PDC 2002-C LIMITED PARTNERSHIP





WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Dyer 13-5
Anadarko E & P Company, LP and

Anadarko Land Corp.
12-17-2002
3040482
T6N, R64W Sec. 5: NWSW
Weld
Colorado
0.9970
688700







EXHIBIT "A"
 AMENDMENT TO ASSIGNMENT OF WORKING INTEREST
 PDC 2002-C LIMITED PARTNERSHIP
  WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 31-5
Anadarko E & P Company, LP

and

Anadarko Land Corp.
12-18-2002
3040480
T5N, R63W Sec. 5: NW4NE4
Weld
Colorado
0.7976
688000
  
  EXHIBIT "A"
 AMENDED ASSIGNMENT OF WORKING INTEREST
 PDC 2002-C LIMITED PARTNERSHIP
  WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Bolet 33-17
Bolet Company
09-21-1981
1884302/962
T6N, R65W Sec. 17: NW4SE4
Weld
Colorado
0.872375
652600
  
  EXHIBIT "A"
 AMENDMENT TO ASSIGNMENT OF WORKING INTEREST
 PDC 2002-C LIMITED PARTNERSHIP
  WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Chevron 41-8D
Chevron USA, Inc.
11-02-03
623085
T6S, R96W Sec. 8: NE4NE4
Garfield
Colorado
0.9970
687400
  
  EXHIBIT "A"
 AMENDED ASSIGNMENT OF WORKING INTEREST
 PDC 2002-C LIMITED PARTNERSHIP
  WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Kerbs 14-15
Anadarko E & P Company, LP

And Anadarko Land Corp.
12-20-2002
3040479
T6N, R64W Sec. 15: SW4SW4
Weld
Colorado
0.9970
688100
  
  EXHIBIT "A"
 AMENDMENT TO ASSIGNMENT OF WORKING INTEREST
 PDC 2002-C LIMITED PARTNERSHIP
  WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 14-33
Anadarko E & P Company, LP

and

Anadarko Land Corp.
12-23-2002
3225680
T6N, R63W Sec. 33: SW4SW4
Weld
Colorado
0.7976
688400
  
  EXHIBIT "A"
 AMENDMENT TO ASSIGNMENT OF WORKING INTEREST
 PDC 2002-C LIMITED PARTNERSHIP
  WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Webster 31-11
Anadarko E & P Company, LP

and

Anadarko Land Corp.
12-27-2002
3243364
T6N, R65W Sec. 11: NW4NE4
Weld
Colorado
0.9970
688300
  
  EXHIBIT "A"
 AMENDMENT TO ASSIGNMENT OF WORKING INTEREST
 PDC 2002-C LIMITED PARTNERSHIP
  WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Wells Ranch 14-35
Anadarko E & P Company, LP

and

Anadarko Land Corp.
12-31-2002
3040483
T6N, R63W Sec. 35: SW4SW4
Weld
Colorado
0.7976
688500
  
  EXHIBIT "A"
 AMENDMENT TO ASSIGNMENT OF WORKING INTEREST
 PDC 2002-C LIMITED PARTNERSHIP
  WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.National Hog Farm 44-21
Union Pacific Land Resources Corp.
05-15-1998
2652401
T5N, R63W Sec. 21: E2
Weld
Colorado
0.77766
648200
  
  EXHIBIT "A"
 AMENDMENT TO ASSIGNMENT OF WORKING INTEREST
 PDC 2002-C LIMITED PARTNERSHIP
  WELL NAME
LESSOR OR ASSIGNOR
LEASE DATE
RECEPTION NO. BOOK/PAGE
LEGAL DESCRIPTION
COUNTY
STATE
ASSIGNED INTEREST
LEASE NO.Chevron 14-17D
Chevron USA, Inc.
11-15-2002
623086
T6S, R96W Sec. 17: SW4SW4
Garfield
Colorado
0.9970
691300