(a) PDC has prepared and reviewed the Prospectus, and the Prospectus does not include and will not include during the Offering Period any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that no representations or warranties are made with respect to statements or omissions made in reliance upon and in conformity with written information furnished to PDC with respect to you, by you or on your behalf expressly for use in the Prospectus or any amendment or supplement thereof;

(b) The Partnership, upon the due execution of the Partnership Agreement in the Prospectus (the "Partnership Agreement") and the filing of a certificate of limited partnership as required under the laws of the State of West Virginia, will be a limited partnership duly formed and validly existing pursuant to the Uniform Limited Partnership Act of the State of West Virginia (the "West Virginia Act"), with all authority necessary to acquire, own and manage the investments which are

(c) The Units, when issued, will constitute valid partnership interests in accordance with the terms of, and shall be entitled to the rights provided in, the Partnership Agreement and the West Virginia Act, will be fully paid upon payment in cash of the consideration therefor specified in the Subscription Agreement contained in the Prospectus, and the liability of a Partner to make payments to the Partnership or on behalf of the Partnership may or may not be limited to the amount which such Partner has agreed to pay in accordance with the terms of his Subscription and the Partnership Agreement depending on whether he chooses to be an additional general or limited partner;

(d) PDC has been, and on the Closing Date will be, duly and validly organized and validly existing as a corporation in good standing under the laws of the State of Nevada; has all requisite power and authority to act as a Managing General Partner of the Partnership; is or will be qualified to do business and in good standing as a foreign corporation in each other jurisdiction in which its acting in such capacity requires or may require such qualification if the failure to so qualify might result in material adverse consequences to the Partnership; has the requisite power and authority and all necessary authorization, approvals and orders required as of the date hereof to enter into this Agreement and the Limited Partnership Agreement and to be bound by the provisions and conditions hereof and thereof; and its audited balance sheet included in the Prospectus presents fairly its financial position as at the date indicated; said balance sheet has been prepared in conformity with generally accepted accounting principles applied on a consistent basis; and the certified public accountants whose report thereon is included in the Prospectus are independent accountants as required by the Securities Act of 1933, as amended (the "Act");

(e) Except to the extent disclosed in the Prospectus there is no litigation or governmental proceeding pending or, to PDC's knowledge, threatened against, or involving the business or proposed business of, the Partnership or PDC, which might materially and adversely affect the proposed operations and business of the Partnership;

(f) The condition, financial or otherwise, of PDC, and the proposed business of the Partnership, conform in all material respects to the descriptions thereof contained in the Prospectus;

(g) Neither the execution and delivery of this Agreement and the Partnership Agreement, the incurrence of the obligations herein and therein set forth, the consummation of the transactions herein and therein contemplated, nor compliance with the terms and provisions hereof or thereof, will conflict with or result in a breach or violation of any of the terms, provisions or conditions of any agreement or instrument to which PDC is a party or by which it is bound, or any order, rule or regulation applicable to PDC of any court or any governmental body or administrative agency having jurisdiction over PDC;

(h) The Units, when issued, will conform to the descriptions thereof contained in the Prospectus; and the Prospects (as defined in the Prospectus) as proposed to be owned by the Partnership conform in all material respects to the description thereof in the Prospectus;

(i) This Agreement has been duly and validly authorized, executed and delivered by or on behalf of PDC and constitutes the valid and binding agreement of PDC;

(j) The Partnership Agreement, upon its execution by PDC will have been duly and validly authorized, executed and delivered by or on behalf of PDC as the Managing General Partner and will constitute the valid and binding agreement of the Managing General Partner; and

(k) Neither PDC nor any of its affiliates has offered for sale or sold any Units or interests in the Partnership or other securities (collectively referred to herein as "Prior Offerings") which, under present applicable law, would result in the integration of Prior Offerings with the offering and sale of the Units by you as contemplated in this Agreement.

(a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, PDC hereby appoints you as the Dealer Manager during the Offering Period to offer all of the Units to potential investors in the Partnership in accordance with the terms of the Prospectus, and you agree to use your best efforts as Dealer Manager, promptly following the Effective Date, to offer the Units to suitable investors at the price and in accordance with the terms stated in the Prospectus.

(b) The offering of Units by you and the Soliciting Dealers will only be made to potential investors residing in the states listed on Exhibit A to this Agreement without the prior consent of PDC.

(c) All sales of Units will be conditioned upon receipt of Subscriptions from suitable investors acceptable to PDC for a minimum of 75 Units ($1,500,000); $2,500,000 representing 125 units with respect to PDC 2001-D Limited Partnership, PDC 2002-D Limited Partnership and PDC 2003-D Limited Partnership (the "Minimum Offering") on or before the Termination Date. All checks received with Subscription Documents shall be made payable to "PNC Bank N.A. as Escrow Agent for PDC 200 - Limited Partnership" and shall be transferred to the Escrow Agent by noon of the next business day after receipt for deposit in the Escrow Account established pursuant to the Prospectus.

(d) All sales of Units will be conditioned upon acceptance by PDC of the Subscription Documents of each subscriber (consisting of the Subscription Agreement, all in the form as may be approved by you, the Soliciting Dealers and PDC, or as may be required by the Prospectus and the Partnership Agreement), which shall be duly executed by each subscriber and be accompanied by payment in cash of the purchase price of Units subscribed to by each such subscriber. PDC shall have the right, in its sole discretion, to reject the Subscription of any potential purchaser of Units.

(e) The Units will be sold only to persons who warrant or represent that they or their beneficiaries meet the financial suitability requirements as set forth in the Prospectus and such other requirements may be required by the states in which the Units are sold.

(f) In consideration of your execution of this Agreement, and the performance of your obligations hereunder, and in further consideration of your supervising the offering of Units, PDC agrees to cause the Partnership to pay to you, within ten (10) business days after the filing of the Certificate, 10-1/2% of the Partnership Subscriptions (as defined in the Partnership Agreement) received and accepted by PDC as of the Closing Date, out of which you may pay commissions totaling not more than 8% to the Soliciting Dealer and reimbursement of due diligence expenses, marketing support fees, and other compensation, totaling no more than 2% to the Soliciting Dealer as provided in the Soliciting Dealers Agreement, and from which you may retain 0.5% of the Partnership Subscriptions as a wholesaling fee, provided, however, that in the event the Minimum Offering is not achieved on or before the Termination Date and this Agreement is terminated, neither you nor the Soliciting Dealers shall receive any sales commissions or fees. Total compensation to NASD members under this agreement shall not exceed 10% of Subscriptions and reimbursement of bona fide due diligence expenses shall not exceed 0.5% of Subscriptions. Prior to the time any partnership had reached the Minimum Offering, the Managing General Partner shall advance from its own funds sales commissions and due diligence expenses which would otherwise be payable in connection with subscription funds received and cleared from subscribers that the Managing General Partner deems suitable to be Investor Partners.

(a) As Dealer-Manager, you are aware of the suitability standards, as set forth in the Prospectus, that an offeree must meet and represent. As such, you will make reasonable inquiry and cause the Soliciting Dealers to make reasonable inquiry to assure that there is compliance with such standards.

(1) Have reasonable grounds to believe, on the basis of information obtained from the offeree concerning his investment objectives, other investments, financial situation and needs, and any other information known by you or any associated person, that:

(2) Maintain in your file documents disclosing the basis upon which the determination of suitability was reached as to each offeree.

(a) Prior to participating in the offering, you shall have reasonable grounds to believe, based on information made available to you by PDC through a prospectus or other materials, that all material facts are adequately and accurately disclosed and provide a basis for evaluating the program.

(b) In determining the adequacy of disclosed facts pursuant to subsection (a) hereof, you shall obtain information on material facts relating at a minimum to the following, if relevant in view of the nature of the program:

(c) For the purposes of subsections (a) or (b) hereof, you may rely upon the results of an inquiry conducted by another NASD member or members, provided that:

(a) To offer the Units for sale and to sell the Units solely on the basis of the information furnished to prospective investors in the Prospectus. If you prepare any materials or presentations supplementary to the Prospectus, you assume complete responsibility for such materials and presentations and agree to deliver no written information other than the Prospectus to any potential subscriber unless authorized to do so in writing by the Partnership;

(b) To obtain written evidence sufficient to permit you and PDC to reasonably determine that a subscriber purporting to qualify is, in fact, so qualified;

(c) Prior to obtaining a Subscription from any potential subscriber to obtain evidence satisfactory to you and PDC that each subscriber meets the financial suitability requirements established in the Prospectus;

(d) Not to commence the offer or sale of Units in any State until you have received advice from PDC or its counsel that the Units may be offered and sold in such state; and

(e) To furnish to PDC or its designee at PDC's request during the Offering Period, and in any event within five (5) days after the Termination Date, the Subscription Documents (or true copies thereof) of subscribers solicited by you to permit PDC or its designee to review such Subscription Documents and to evaluate the qualifications of such subscribers as potential Partners.

(a) You and the Soliciting Dealers shall have received the favorable opinion of one or more of the special counsel or general counsel for the Partnership or PDC, dated as of the Closing Date, to the effect that

(b) On the Effective Date and during the Offering no order suspending the offering or sale of the Units shall have been issued, and on the Effective Date and during the Offering Period no proceedings for that purpose shall have been instituted, or to your knowledge or that of PDC, shall be contemplated.

(c) You and the Soliciting Dealers shall have received a sworn certificate, dated the Closing Date, signed by the President of PDC, to the effect that he has carefully read the Prospectus and that:

(a) This Agreement shall become effective on the Effective Date.

You or PDC may elect to prevent this Agreement from becoming effective without liability of any party to any other party by giving notice of such election to the other parties hereto before the time this Agreement otherwise would become effective.

(b) You shall have the right to terminate this Agreement at any time during the Offering Period if any representation or warranty hereunder shall be found to have been incorrect or misleading or PDC shall fail, refuse or be unable to perform any of its agreements hereunder or to fulfill any condition of your obligations hereunder or if the Prospectus shall have been amended or supplemented despite your objection to such amendment or supplement or (i) if all trading on the New York Stock Exchange or the American Stock Exchange (in this Section collectively called "Exchange') shall have been suspended, or minimum or maximum prices for trading generally shall have been fixed, or maximum ranges for prices for all securities shall have been required on the Exchange by the Exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction or (ii) if the United States shall have become involved in a war or major hostilities or (iii) if a banking moratorium has been declared by a state or Federal authority or (iv) if PDC or its properties shall have sustained a material or substantial loss by fire, flood, accident, earthquake or other calamity or malicious act which, whether or not said loss shall have been insured, will in your

opinion make it inadvisable to proceed with the offering and sale of the Units; or if there shall have been such change in the condition or prospects of the Partnership or PDC or in the levels of the prime interest rate or long-term mortgage rate or in the condition of securities markets generally as in your judgement would make it inadvisable to proceed with the offering and sale of the Units.

(a) All communications hereunder, except as herein otherwise specifically provided, shall be in writing and if sent to you shall be mailed, delivered, or telegraphed and confirmed to you at PDC Securities Incorporated, 103 East Main Street, Bridgeport, West Virginia 26330, Attention: Dale G. Rettinger; if sent to PDC and/or the Partnership shall be mailed, delivered or telegraphed and confirmed to PDC at 103 East Main Street, P. O. Box 26, Bridgeport, West Virginia 26330.

(b) Notice shall be deemed to be given by you to PDC or the Partnership or by PDC or the Partnership to you as of the third business day after it is mailed or telegraphed as provided and confirmed to you at PDC Securities Incorporated, 103 East Main Street, Bridgeport, West Virginia 26330.