EXHIBIT 10(a)


                              EXHIBIT (II)

                   DRILLING AND OPERATING AGREEMENT
               ATLAS-ENERGY FOR THE NINETIES-PUBLIC #5 LTD.

                                  INDEX

SECTION PAGE

1. Assignment of Well Locations; Representations; Designation
of Additional Well Locations;
  Outside Activities.............................................. 1

2. Drilling of Wells; Interest of Developer;  Right of
Substitution ......................................................2

3. Operator - Responsibilities in General; Term ...................3

4. Operator's Charges for Drilling and Completing Wells;
Completion Determination ..........................................3

5. Title Examination of Well Locations; Liability for Title
Defects ...........................................................4

6. Operations Subsequent to Completion of the Wells; Price
Determinations; Plugging and Abandonment ..........................5

7. Billing and Payment Procedure with Respect to Operation of
Wells; Records, Reports and Information ...........................6

8. Operator's Lien ................................................7

9. Successors and Assigns; Transfers; Appointment of Agent.........7

10. Insurance; Operator's Liability ...............................7

11. Internal Revenue Code Election, Relationship of Parties;
Right to Take Production in Kind ..................................8

12. Force Majeure .................................................9

13. Term ..........................................................9

14. Governing Law and Invalidity ..................................9

15. Integration ...................................................9

16. Waiver of Default or Breach ...................................9

17. Notices .......................................................9

18. Interpretation ...............................................10

19. Counterparts .................................................10

Signature Page ...................................................10

Exhibit A Description of Leases and Initial Well Locations
Exhibits A-l through A-36 Maps of Initial Well Locations
Exhibit B Form of Assignment
Exhibit C Form of Addendum
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 DRILLING AND OPERATING AGREEMENT

THIS AGREEMENT made this 31 day of December, 1996, by and
between ATLAS RESOURCES, INC., a Pennsylvania corporation (hereinafter
referred to as "Atlas" or "Operator"),

 and

ATLAS-ENERGY FOR THE NINETIES-PUBLIC #5 LTD., a Pennsylvania limited
partnership, (hereinafter referred to as the "Developer").

 WITNESSETH THAT:

WHEREAS, Atlas, by virtue of the Oil and Gas Leases (the "Leases")
described on Exhibit A attached hereto and made a part hereof, has
certain rights to develop the Thirty-six (36) initial well
locations identified on the maps attached hereto as Exhibits A-l through
A-36(the "Initial Well Locations");

WHEREAS, the Developer, subject to the terms and conditions hereof,
desires to acquire certain of Atlas' rights to develop the aforesaid
Thirty-six (36) Initial Well Locations and to provide for the
development upon the terms and conditions herein set forth of additional
well locations ("Additional Well Locations") which the parties may from
time to time designate; and

WHEREAS, Operator is in the oil and gas exploration and development
business, and the Developer desires that Operator, as its independent
contractor, perform certain services in connection with its efforts to
develop the aforesaid Initial and Additional Well Locations (hereinafter
collectively referred to as the "Well Locations") and to operate the
wells completed thereon, on the terms and conditions herein set forth;

NOW THEREFORE, in consideration of the mutual covenants herein contained
and subject to the terms and conditions hereinafter set forth, the
parties hereto, intending to be legally bound, hereby agree as follows:

1. Assignment of Well Locations; Representations; Designation of
Additional Well Locations; Outside Activities.

(a) Atlas shall execute an assignment of an undivided percentage of
Working Interest in the Well Location acreage for each well to the
Developer as shown on Exhibit A attached hereto, which assignment shall
be limited to a depth from the surface to the top of the Queenston
formation in Mercer County, Pennsylvania and Ohio. The assignment shall
be substantially in the form of Exhibit B attached hereto and made a part
hereof. The amount of acreage included in each Initial Well Location and
the configuration thereof are indicated on the maps attached hereto as
Exhibits A-l through A-36. The amount of acreage included in each
Additional Well Location and the configuration thereof shall be indicated
on the maps to be attached as exhibits to the applicable addendum as
provided in sub-section (c) below.

(b) As of the date hereof, Atlas represents and warrants to the
Developer that Atlas is the lawful owner of said Lease and rights and
interest thereunder and of the personal property thereon or used in
connection therewith; that Atlas has good right and authority to sell and
convey the same, and that said rights, interest and property are free and
clear from all liens and encumbrances, and that all rentals and royalties
due and payable thereunder have been duly paid. The foregoing
representations and warranties shall also be made by Atlas at the time of
each recorded assignment of the acreage included in each Initial Well
Location and at the time of each recorded assignment of the acreage
included in each Additional Well Location designated pursuant to
sub-section (c) below, such representations and warranties to be included
in each recorded assignment substantially in the manner set forth in the
form of assignment attached hereto and made a part hereof as Exhibit B.
Atlas agrees to indemnify, protect and hold the Developer and its
successors and assigns harmless from and against all costs (including but
not limited to reasonable attorneys' fees), liabilities, claims,
penalties, losses, suits, actions, causes of action, judgments or decrees
resulting from the breach of any of the aforesaid representations and
warranties. It is understood and agreed that, except as specifically set
forth above, Atlas makes no warranty or representation, express or
implied, as to its title or the title of the lessors in and to the lands
or oil and gas interests covered by said Leases.

(c) In the event that the parties hereto desire to designate
Additional Well Locations to be developed in accordance with the terms
and conditions of this Agreement, each of said parties shall execute an
addendum substantially in the form of Exhibit C attached hereto and made
a part hereof specifying the undivided percentage of Working Interest and
the Oil and Gas Leases to be included as Leases hereunder, specifying the
amount and configuration of acreage included in each such Additional Well
Location on maps attached as exhibits to such addendum and setting forth
their agreement that such Additional Well Locations shall be developed in
accordance with the terms and conditions of this Agreement.
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(d) It is understood and agreed that the assignment of rights under
the Leases and the oil and gas development activities contemplated by
this Agreement relate only to the Initial Well Locations described herein
and to the Additional Well Locations designated pursuant to sub-section
(c) above. Nothing contained in this Agreement shall be interpreted to
restrict in any manner the right of each of the parties hereto to conduct
without the participation of any other party hereto any additional
activities relating to exploration, development, drilling, production or
delivery of oil and gas on lands adjacent to or in the immediate vicinity
of the aforesaid Initial and Additional Well Locations or elsewhere.

2. Drilling of Wells; Interest of Developer; Right of
Substitution.

(a) Operator, as Developer's independent contractor, agrees to
drill, complete (or plug) and operate Thirty-six (36) natural gas
wells on the Thirty-six (36) Initial Well Locations in accordance
with the terms and conditions of this Agreement, and Developer, as a
minimum commitment, agrees to participate in and pay the Operator's
charges for drilling and completing the wells and any extra costs
pursuant to Section 4 hereof in proportion to the share of the Working
Interest owned by the Developer in the wells with respect to all
Thirty-six (36) initial wells, it being expressly understood and
agreed that, subject to sub-section (e) below, Developer does not reserve
the right to decline participation in the drilling of any of the
Thirty-six (36) initial wells to be drilled hereunder.

(b) Operator will use its best efforts to commence drilling the
first well within thirty (30) days after the date of this Agreement and
to commence the drilling of each of said) initial Thirty-six (36)
wells for which payment is made pursuant to Section 4(b) of this
Agreement, on or before March 31, 1997. Subject to the foregoing time
limits, Operator shall determine the timing of and the order of the
drilling of said Thirty-six (36) Initial Well Locations.

(c) The Thirty-six (36) initial wells to be drilled on the
Initial Well Locations designated pursuant to this Agreement and any
additional wells drilled hereunder on any Additional Well Locations
designated pursuant to Section l(c) above shall be drilled and completed
(or plugged) in accordance with the generally accepted and customary oil
and gas field practices and techniques then prevailing in the
geographical area of the Well Locations and shall be drilled to a depth
sufficient to test thoroughly the objective formation or the deepest
assigned depth, whichever is less.

(d) Except as otherwise provided herein, all costs, expenses and
liabilities incurred in connection with the drilling and other operations
and activities contemplated by this Agreement shall be borne and paid,
and all wells, gathering lines of up to approximately 1,500 feet on the
Prospect, equipment, materials, and facilities acquired, constructed or
installed hereunder shall be owned, by the Developer in proportion to the
share of the Working Interest owned by the Developer in the wells.
Subject to the payment of lessor's royalties and other royalties and
overriding royalties, if any, production of oil and gas from the wells to
be drilled hereunder shall be owned by the Developer in proportion to the
share of the Working Interest owned by the Developer in the wells.

(e) Notwithstanding the provisions of sub-section (a) above, in the
event the Operator or Developer determines in good faith, with respect to
any Well Location, before operations commence hereunder with respect to
such Well Location, based upon the production (or failure of production)
of any other wells which may have been recently drilled in the immediate
area of such Well Location, or upon newly discovered title defects, or
upon such other evidence with respect to the Well Location as may be
obtained, that it would not be in the best interest of the parties hereto
to drill a well on such Well Location, then the party making the
determination shall notify the other party hereto of such determination
and the basis therefor and, unless otherwise instructed by Developer,
such well shall not be drilled. If such well is not drilled, Operator
shall promptly propose a new well location (including such information
with respect thereto as Developer may reasonably request) within
Pennsylvania or Ohio to be substituted for such original Well Location
and Developer shall thereafter have the option for a period of seven (7)
business days to either reject or accept the proposed new well location.
If the new well location is rejected, Operator shall promptly propose
another substitute well location pursuant to the provisions hereof. Once
the Developer accepts a substitute well location or does not reject it
within said seven (7) day period, this Agreement shall terminate as to
the original Well Location and the substitute well location shall become
subject to the terms and conditions hereof.
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3. Operator - Responsibilities in General; Term.

(a) Atlas shall be the Operator of the wells and Well Locations
subject to this Agreement and, as the Developer's independent contractor,
shall, in addition to its other obligations hereunder, (i) make the
necessary arrangements for the drilling and completion of wells and the
installation of the necessary gas gathering line systems and connection
facilities; (ii) make the technical decisions required in drilling,
testing, completing and operating such wells; (iii) manage and conduct
all field operations in connection with the drilling, testing,
completing, equipping, operating and producing of the wells; (iv)
maintain all wells, equipment, gathering lines and facilities in good
working order during the useful life thereof; and (v) perform the
necessary administrative and accounting functions. In the performance of
work contemplated by this Agreement, Operator is an independent
contractor with authority to control and direct the performance of the
details of the work.

(b) Operator covenants and agrees that (i) it shall perform and
carry on (or cause to be performed and carried on) its duties and
obligations hereunder in a good, prudent, diligent and workmanlike manner
using technically sound, acceptable oil and gas field practices then
prevailing in the geographical area of the aforesaid Well Locations; (ii)
all drilling and other operations conducted by, for and under the control
of Operator hereunder shall conform in all respects to federal, state and
local laws, statutes, ordinances, regulations, and requirements; (iii)
unless otherwise agreed in writing by the Developer, all work performed
hereunder pursuant to a written estimate shall conform to the technical
specifications set forth in such written estimate and all equipment and
materials installed or incorporated in the wells and facilities hereunder
shall be new or used and of good quality; (iv) in the course of
conducting operations hereunder, it shall comply with all terms and
conditions of the Leases (and any related assignments, amendments,
subleases, modifications and supplements) other than any minimum drilling
commitments contained therein; (v) it shall keep the Well Locations
subject to this Agreement and all wells, equipment and facilities located
thereon, free and clear of all labor, materials and other liens or
encumbrances arising out of operations hereunder; (vi) it shall file all
reports and obtain all permits and bonds required to be filed with or
obtained from any governmental authority or agency in connection with the
drilling or other operations and activities which are the subject of this
Agreement; and (vii) it will provide competent and experienced personnel
to supervise the drilling, completing (or plugging), and operating of the
wells and use the services of competent and experienced service companies
to provide any third party services necessary or appropriate in order to
perform its duties hereunder.

(c) Atlas shall serve as Operator hereunder until the earliest of
(i) the termination of this Agreement pursuant to Section 13 hereof; (ii)
the termination of Atlas as Operator by the Developer which may be
effected by the Developer at any time in its discretion, with or without
cause; upon sixty (60) days advance written notice to the Operator; or
(iii) the resignation of Atlas as Operator hereunder which may occur upon
ninety (90) days' written notice to the Developer at any time after five
(5) years from the date hereof, it being expressly understood and agreed
that Atlas shall have no right to resign as Operator hereunder prior to
the expiration of the aforesaid five-year period. Any successor Operator
hereunder shall be selected by the Developer. Nothing contained in this
sub-section (c) shall relieve or release Atlas or the Developer from any
liability or obligation hereunder which accrued or occurred prior to
Atlas' removal or resignation as Operator hereunder. Upon any change in
Operator pursuant to this provision, the then present Operator shall
deliver to the successor Operator possession of all records, equipment,
materials and appurtenances used or obtained for use in connection with
operations hereunder and owned by the Developer.

4. Operator's Charges for Drilling and Completing Wells; Completion
Determination

(a) All natural gas wells which are drilled and completed hereunder
shall be drilled and completed on a footage basis for a price of $37.39
per foot to the depth of the well at its deepest penetration as recorded
by Operator. The aforesaid footage price for each of said natural gas
wells shall be set forth in an AFE which shall be attached to this
Agreement as an Exhibit, and shall cover all ordinary costs which may be
incurred in drilling and completing each such well for production of
natural gas, including without limitation, site preparation, permits and
bonds, roadways, surface damages, power at the site, water, Operator's
overhead and profit, rights-of-way, drilling rigs, equipment and
materials, costs of title examination, logging, cementing, fracturing,
casing, meters (other than utility purchase meters), connection
facilities, salt water collection tanks, separators, siphon string,
rabbit, tubing, an average of 1,500 feet of gathering line per well,
geological and engineering services and completing two (2) zones;
provided, that such footage price shall not include the cost of (i)
completing more than two (2) zones; (ii) completion procedures,
equipment, or any facilities necessary or appropriate for the production
and sale of oil and/or natural gas liquids; and (iii) equipment or
materials necessary or appropriate to collect, lift or dispose of liquids
for efficient gas production, except that the cost of saltwater
collection tanks, separators, siphon string and tubing shall be included
in the aforesaid footage price. Any such extra costs shall be billed to
Developer in proportion to the share of the Working Interest owned by the
Developer in the wells on a direct cost basis equal to the sum of (i)
Operator's invoice costs of third party services performed and materials
and equipment purchased plus ten percent (10%) to cover supervisory
services and overhead; and (ii) Operator's standard charges for services
performed directly by it.
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(b) In order to enable Operator to commence site preparation for
Thirty-six (36) initial wells, to obtain suitable
subcontractors for the drilling and completion of such wells at currently
prevailing prices, and to insure the availability of equipment and
materials, the Developer shall pay to Operator, in proportion to the
share of the Working Interest owned by the Developer in the wells, one
hundred percent (100%) of the estimated price for all Thirty-six (36)
initial wells upon execution of this Agreement, such payment to
be nonrefundable in all events, except that Developer shall not be
required to pay completion costs prior to the time that a decision is
made that the well warrants a completion attempt and Atlas' share of such
payments as Managing General Partner of the Developer shall be paid
within five (5) business days of notice from Operator that such costs
have been incurred. With respect to each additional well drilled on the
Additional Well Locations, if any, in order to enable Operator to
commence site preparation, to obtain suitable subcontractors for the
drilling and completion of such wells at currently prevailing prices, and
to insure the availability of equipment and materials, Developer shall
pay Operator, in proportion to the share of the Working Interest owned by
the Developer in the wells, one hundred percent (100%) of the estimated
price for such well upon execution of the applicable addendum pursuant to
Section l(c) above, except that Developer shall not be required to pay
completion costs prior to the time that a decision is made that the well
warrants a completion attempt and Atlas' share of such payments as
Managing General Partner of the Developer shall be paid within five (5)
business days of notice from Operator that such costs have been incurred.
With respect to each well, Developer shall pay to Operator, in proportion
to the share of the Working Interest owned by the Developer in the wells,
all other costs for such well within five (5) business days of receipt of
notice from Operator that such well has been drilled to the objective
depth and logged and is to be completed. Developer shall pay, in
proportion to the share of the Working Interest owned by the Developer in
the wells, any extra costs incurred with respect to each well pursuant to
sub-section (a) above within ten (10) business days of its receipt of
Operator's statement therefor.

(c) Operator shall determine whether or not to run the production
casing for an attempted completion or to plug and abandon any well
drilled hereunder; provided, however, that a well shall be completed only
if Operator has made a good faith determination that there is a
reasonable possibility of obtaining commercial quantities of oil and/or
gas.

(d) If Operator determines at any time during the drilling or
attempted completion of any well hereunder, in accordance with the
generally accepted and customary oil and gas field practices and
techniques then prevailing in the geographic area of the well location,
that such well should not be completed, it shall promptly and properly
plug and abandon the same. In such event, such well shall be deemed a dry
hole and the dry hole footage price for each well drilled hereunder shall
be $20.60 per foot multiplied by the depth of the well, as specified in
sub-section (a) above, and shall be charged to the Developer in
proportion to the share of the Working Interest owned by the Developer in
the well. Any amounts paid by the Developer with respect to such dry hole
which exceed the aforesaid dry hole footage price shall be retained by
Operator and shall be applied to the costs for an additional well or
wells to be drilled on the Additional Well Locations.

5. Title Examination of Well Locations; Liability for Title Defects.

(a) The Developer hereby acknowledges that Operator has furnished
Developer with the title opinions identified on Exhibit A, and other
documents and information which Developer or its counsel has requested in
order to determine the adequacy of the title to the Initial Well
Locations and leased premises subject to this Agreement. The Developer
hereby accepts the title to said Initial Well Locations and leased
premises and acknowledges and agrees that, except for any loss, expense,
cost or liability caused by the breach of any of the warranties and
representations made by Atlas in Section l(b) hereof, any loss, expense,
cost or liability whatsoever caused by or related to any defect or
failure of such title shall be the sole responsibility of and shall be
borne entirely by the Developer.

(b) Prior to commencing the drilling of any well on any Additional
Well Location designated pursuant to this Agreement, Operator shall
conduct, or cause to be conducted, a title examination of such Additional
Well Location, in order to obtain appropriate abstracts, opinions and
certificates and other information necessary to determine the adequacy of
title to both the applicable Lease and the fee title of the lessor to the
premises covered by such Lease. The results of such title examination and
such other information as is necessary to determine the adequacy of title
for drilling purposes shall be submitted to the Developer for its review
and acceptance, and no drilling shall be commenced until such title has
been accepted in writing by the Developer. After any title has been
accepted by the Developer, any loss, expense, cost or liability
whatsoever, caused by or related to any defect or failure of such title
shall be the sole responsibility of and shall be borne entirely by the
Developer, unless such loss, expense, cost or liability was caused by the
breach of any of the warranties and representations made by Atlas in
Section l(b) of this Agreement.
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6. Operations Subsequent to Completion of the Wells; Price
Determinations; Plugging and Abandonment.

(a) Commencing with the month in which a well drilled hereunder
begins to produce, Operator shall be entitled to an operating fee of $275
per month for each well being operated under this Agreement,
proportionately reduced to the extent the Developer owns less than 100%
of the Working Interest in the wells, in lieu of any direct charges by
Operator for its services or the provision by Operator of its equipment
for normal superintendence and maintenance of such wells and related
pipelines and facilities. Such operating fees shall cover all normal,
regularly recurring operating expenses for the production, delivery and
sale of natural gas, including without limitation well tending, routine
maintenance and adjustment, reading meters, recording production,
pumping, maintaining appropriate books and records, preparing reports to
the Developer and government agencies, and collecting and disbursing
revenues, but shall not cover costs and expenses related to the (i)
production and sale of oil, (ii) collection and disposal of salt water or
other liquids produced by the wells, (iii) rebuilding of access roads,
and (iv) purchase of equipment, materials or third party services, which,
subject to the provisions of sub-section (c) of this Section 6, shall be
paid by the Developer in proportion to the share of the Working Interest
owned by the Developer in the wells. Any well which is temporarily
abandoned or shut-in continuously for the entire month shall not be
considered a producing well for purposes of determining the number of
wells in such month subject to the aforesaid operating fee.

(b) The monthly operating fee set forth in sub-section (a) above may
in the following manner be adjusted annually as of the first day of
January (the "Adjustment Date") each year beginning January l, 1998. Such
adjustment, if any, shall not exceed the percentage increase in the
average weekly earnings of "Crude Petroleum, Natural Gas, and Natural Gas
Liquids" workers, as published by the U.S. Department of Labor, Bureau of
Labor Statistics, and shown in Employment and Earnings Publication,
Monthly Establishment Data, Hours and Earning Statistical Table C-2,
Index Average Weekly Earnings of "Crude Petroleum, Natural Gas, and
Natural Gas Liquids" workers, SIC Code #131-2, or any successor index
thereto, since January l, 1996, in the case of the first adjustment, and
since the previous Adjustment Date, in the case of each subsequent
adjustment.

(c) Without the prior written consent of the Developer, pursuant to
a written estimate submitted by Operator, Operator shall not undertake
any single project or incur any extraordinary cost with respect to any
well being produced hereunder reasonably estimated to result in an
expenditure of more than $5,000, unless such project or extraordinary
cost is necessary to safeguard persons or property or to protect the well
or related facilities in the event of a sudden emergency. In no event,
however, shall the Developer be required to pay for any project or
extraordinary cost arising from the negligence or misconduct of Operator,
its agents, servants, employees, contractors, licensees or invitees. All
extraordinary costs incurred and the cost of projects undertaken with
respect to a well being produced hereunder shall be billed at the invoice
cost of third party services performed or materials purchased together
with a reasonable charge by Operator for services performed directly by
it, in proportion to the share of the Working Interest owned by the
Developer in the wells. Operator shall have the right to require the
Developer to pay in advance of undertaking any such project all or a
portion of the estimated costs thereof in proportion to the share of the
Working Interest owned by the Developer in the wells.

(d) Developer shall have no interest in the pipeline gathering
system, which gathering system shall remain the sole property of Operator
and shall be maintained at Operator's sole cost and expense.

(e) Notwithstanding anything herein to the contrary, the Developer
shall have full responsibility for and bear all costs in proportion to
the share of the Working Interest owned by the Developer in the wells
with respect to obtaining price determinations under and otherwise
complying with the Natural Gas Policy Act of 1978 and the implementing
state regulations. Such responsibility shall include, without limitation,
preparing, filing, and executing all applications, affidavits, interim
collection notices, reports and other documents necessary or appropriate
to obtain price certification, to effect sales of natural gas, or
otherwise to comply with said Act and the implementing state regulations.
Operator agrees to furnish such information and render such assistance as
the Developer may reasonably request in order to comply with said Act and
the implementing state regulations without charge for services performed
by its employees.

(f) The Developer shall have the right to direct Operator to plug
and abandon any well which has been completed hereunder as a producer,
and Operator shall not plug and abandon any such well prior to obtaining
the written consent of the Developer; provided, however, that if Operator
in accordance with the generally accepted and customary oil and gas field
practices and techniques then prevailing in the geographic area of the
well location, determines that any such well should be plugged and
abandoned and makes a written request to the Developer for authority to
plug and abandon any such well and the Developer fails to respond in
writing to such request within forty-five (45) days following the date of
such request, then the Developer shall be deemed to have consented to the
plugging and abandonment of such well(s). All costs and expenses related
to plugging and abandoning the wells which have been drilled and
completed as producing wells hereunder shall be borne and paid by the
Developer in proportion to the share of the Working Interest owned by the
Developer in the wells. At any time after three (3) years from the date
each well drilled and completed hereunder is placed into production,
Operator shall have the right to deduct each month from the proceeds of
the sale of the production from the well operated hereunder up to $200,
in proportion to the share of the Working Interest owned by the Developer
in the wells, for the purpose of establishing a fund to cover the
estimated costs of plugging and abandoning said well. All such funds
shall be deposited in a separate interest bearing escrow account for the
account of the Developer, and the total amount so retained and deposited
shall not exceed Operator's reasonable estimate of such costs.
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7. Billing and Payment Procedure with Respect to Operation of Wells;
Records, Reports and Information.

(a) Operator shall promptly and timely pay and discharge on behalf
of the Developer, in proportion to the share of the Working Interest
owned by the Developer in the wells, all severance taxes, royalties,
overriding royalties, operating fees, pipeline gathering charges and
other expenses and liabilities payable and incurred by reason of its
operation of the wells in accordance with this Agreement and shall pay,
in proportion to the share of the Working Interest owned by the Developer
in the wells, on or before the due date any third party invoices rendered
to Operator with respect to such costs and expenses; provided, however,
that Operator shall not be required to pay and discharge as aforesaid any
such costs and expenses which are being contested in good faith by
Operator. Operator shall deduct the foregoing costs and expenses from the
Developer's share of the proceeds of the oil and/or gas sold from the
wells operated hereunder and shall keep an accurate record of the
Developer's account hereunder, showing expenses incurred and charges and
credits made and received with respect to each well. In the event that
such proceeds are insufficient to pay said costs and expenses, Operator
shall promptly and timely pay and discharge the same, in proportion to
the share of the Working Interest owned by the Developer in the wells,
and prepare and submit an invoice to the Developer each month for said
costs and expenses, such invoice to be accompanied by the form of
statement specified in sub-section (b) below. Any such invoice shall be
paid by the Developer within ten (10) business days of its receipt.

(b) Operator shall disburse to the Developer, on a monthly basis,
the Developer's share of the proceeds received from the sale of oil
and/or gas sold from the wells operated hereunder, less (i) the amounts
charged to the Developer under sub-section (a) hereof, and (ii) such
amount, if any, withheld by Operator for future plugging costs pursuant
to sub-section (f) of Section 6. Each such disbursement made and/or
invoice submitted pursuant to sub-section (a) above shall be accompanied
by a statement itemizing with respect to each well (i) the total
production of oil and/or gas since the date of the last disbursement or
invoice billing period, as the case may be, and the Developer's share
thereof, (ii) the total proceeds received from any sale thereof, and the
Developer's share thereof, (iii) the costs and expenses deducted from
said proceeds and/or being billed to the Developer pursuant to
sub-section (a) above, (iv) the amount withheld for future plugging
costs, and (v) such other information as Developer may reasonably
request, including without limitation copies of all third party invoices
listed thereon for such period. Operator agrees to deposit all proceeds
from the sale of oil and/or gas sold from the wells operated hereunder in
a separate checking account maintained by Operator, which account shall
be used solely for the purpose of collecting and disbursing funds
constituting proceeds from the sale of production hereunder.

(c) In addition to the statements required under sub-section (b)
above, Operator, within seventy-five (75) days after the completion of
each well drilled hereunder, shall furnish the Developer with a detailed
statement itemizing with respect to such well the total costs and charges
under Section 4(a) hereof and the Developer's share thereof, and such
information as is necessary to enable the Developer (i) to allocate any
extra costs incurred with respect to such well between tangible and
intangible and (ii) to determine the amount of investment tax credit, if
applicable.

(d) Upon request, Operator shall promptly furnish the Developer with
such additional information as it may reasonably request, including
without limitation geological, technical and financial information, in
such form as may reasonably be requested, pertaining to any phase of the
operations and activities governed by this Agreement. The Developer and
its authorized employees, agents and consultants, including independent
accountants shall, at Developer's sole cost and expense, (i) upon at
least ten (10) days' written notice have access during normal business
hours to all of Operator's records pertaining to operations hereunder,
including without limitation, the right to audit the books of account of
Operator relating to all receipts, costs, charges and expenses under this
Agreement, and (ii) have access, at its sole risk, to any wells drilled
by Operator hereunder at all times to inspect and observe any machinery,
equipment and operations.
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8. Operator's Lien.

(a) The Developer hereby grants Operator a first and preferred lien
on and security interest in the interest of the Developer covered by this
Agreement, and in the Developer's interest in oil and gas produced and
the proceeds thereof, and upon the Developer's interest in materials and
equipment, to secure the payment of all sums due from Developer to
Operator under the provisions of this Agreement.

(b) In the event that the Developer fails to pay any amount owing
hereunder by it to the Operator within the time limit for payment
thereof, Operator, without prejudice to other existing remedies, is
authorized at its election to collect from any purchaser or purchasers of
oil or gas and retain the proceeds from the sale of the Developer's share
thereof until the amount owed by the Developer, plus twelve percent (12%)
interest on a per annum basis and any additional costs (including without
limitation actual attorneys' fees and costs) resulting from such
delinquency, has been paid. Each purchaser of oil or gas shall be
entitled to rely upon Operator's written statement concerning the amount
of any default.

9. Successors and Assigns; Transfers; Appointment of Agent.

(a) This Agreement shall be binding upon and shall inure to the
benefit of the undersigned parties and their respective successors and
permitted assigns; provided, however, that Operator may not assign,
transfer, pledge, mortgage, hypothecate, sell or otherwise dispose of any
of its interest in this Agreement, or any of the rights or obligations
hereunder, without the prior written consent of the Developer, except
that such consent shall not be required in connection with (i) the
assignment of work to be performed for Operator by subcontractors, it
being understood and agreed, however, that any such assignment to
Operator's subcontractors shall not in any manner relieve or release
Operator from any of its obligations and responsibilities under this
Agreement, or (ii) any lien, assignment, security interest, pledge or
mortgage arising under or pursuant to Operator's present or future
financing arrangements, or (iii) the liquidation, merger, consolidation
or sale of substantially all of the assets of Operator or other corporate
reorganization; and provided, further, that in order to maintain
uniformity of ownership in the wells, production, equipment, and
leasehold interests covered by this Agreement, and notwithstanding any
other provisions to the contrary, the Developer shall not, without the
prior written consent of Operator, sell, assign, transfer, encumber,
mortgage or otherwise dispose of any of its interest in the wells,
production, equipment or leasehold interests covered hereby unless such
disposition encompasses either (i) the entire interest of the Developer
in all wells, production, equipment and leasehold interests subject
hereto or (ii) an equal undivided interest in all such wells, production,
equipment, and leasehold interests.

(b) Subject to the provisions of sub-section (a) above, any sale,
encumbrance, transfer or other disposition made by the Developer of its
interests in the wells, production, equipment, and/or leasehold interests
covered hereby shall be made (i) expressly subject to this Agreement,
(ii) without prejudice to the rights of the other party, and (iii) in
accordance with and subject to the provisions of the Lease.

(c) If at any time the interest of the Developer is divided among or
owned by co-owners, Operator may, at its discretion, require such
co-owners to appoint a single trustee or agent with full authority to
receive notices, reports and distributions of the proceeds from
production, to approve expenditures, to receive billings for and approve
and pay all costs, expenses and liabilities incurred hereunder, to
exercise any rights granted to such co-owners under this Agreement, to
grant any approvals or authorizations required or contemplated by this
Agreement, to sign, execute, certify, acknowledge, file and/or record any
agreements, contracts, instruments, reports, or documents whatsoever in
connection with this Agreement or the activities contemplated hereby, and
to deal generally with, and with power to bind, such co-owners with
respect to all activities and operations contemplated by this Agreement;
provided, however, that all such co-owners shall continue to have the
right to enter into and execute all contracts or agreements for their
respective shares of the oil and gas produced from the wells drilled
hereunder in accordance with sub-section (c) of Section 11 hereof.

10. Insurance; Operator's Liability.

(a) Operator shall obtain and maintain at its own expense so long as
it is Operator hereunder all required Workmen's Compensation Insurance
and comprehensive general public liability insurance in amounts and
coverage not less than $1,000,000 per person per occurrence for personal
injury or death and $1,000,000 for property damage per occurrence, which
insurance shall include coverage for blow-outs and total liability
coverage of not less than $10,000,000. Subject to the aforesaid limits,
the Operator's general public liability insurance shall be in all
respects comparable to that generally maintained in the industry with
respect to services of the type to be rendered and activities of the type
to be conducted under this Agreement; Operator's general public liability
insurance shall, if permitted by Operator's insurance carrier, (i) name
the Developer and all of Developer's Investor General Partners as
additional insured parties, and (ii) provide that at least thirty (30)
days' prior notice of cancellation and any other adverse material change
in the policy shall be given to the Developer and its Investor General
Partners; provided, that the Developer shall reimburse Operator for the
additional cost, if any, of including it and its Investor General
Partners as additional insured parties under the Operator's insurance.
Current copies of all policies or certificates thereof shall be delivered
to the Developer upon request. It is understood and agreed that
Operator's insurance coverage may not adequately protect the interests of
the Developer hereunder and that the Developer shall carry at its expense
such excess or additional general public liability, property damage, and
other insurance, if any, as the Developer deems appropriate.
 --------------------------------------------------------------------
 Pg.8
(b) Operator shall require all of its subcontractors to carry all
required Workmen's Compensation Insurance and to maintain such other
insurance, if any, as Operator in its discretion may require.

(c) Operator's liability to the Developer as Operator hereunder
shall be limited to, and Operator shall indemnify the Developer and hold
it harmless from, claims, penalties, liabilities, obligations, charges,
losses, costs, damages or expenses (including but not limited to
reasonable attorneys' fees) relating to, caused by or arising out of (i)
the noncompliance with or violation by Operator, its employees, agents,
or subcontractors of any local, state or federal law, statute,
regulation, or ordinance; (ii) the negligence or misconduct of Operator,
its employees, agents or subcontractors; or (iii) the breach of or
failure to comply with any provisions of this Agreement.

11. Internal Revenue Code Election; Relationship of Parties; Right to
Take Production in Kind.

(a) With respect to this Agreement, each of the parties hereto
elects, under the authority of Section 761 (a) of the Internal Revenue
Code of 1986, as amended, to be excluded from the application of all of
the provisions of Subchapter K of Chapter 1 of Sub Title A of the
Internal Revenue Code of 1986, as amended. If the income tax laws of the
state or states in which the property covered hereby is located contain,
or may hereafter contain, provisions similar to those contained in the
Subchapter of the Internal Revenue Code of 1986, as amended, referred to
under which a similar election is permitted, each of the parties agrees
that such election shall be exercised. Beginning with the first taxable
year of operations hereunder, each party agrees that the deemed election
provided by Section 1.761-2(b)(2)(ii) of the Regulations under the
Internal Revenue Code of 1986, as amended, will apply; and no party will
file an application under Section 1.761-2 (b)(3)(i) and (ii) of said
Regulations to revoke such election. Each party hereby agrees to execute
such documents and make such filings with the appropriate governmental
authorities as may be necessary to effect such election.

(b) It is not the intention of the parties hereto to create, nor
shall this Agreement be construed as creating, a mining or other
partnership or association or to render the parties liable as partners or
joint venturers for any purpose. Operator shall be deemed to be an
independent contractor and shall perform its obligations as set forth
herein or as otherwise directed by the Developer.

(c) Subject to the provisions of Section 8 hereof, the Developer
shall have the exclusive right to sell or dispose of its proportionate
share of all oil and gas produced from the wells to be drilled hereunder,
exclusive of production which may be used in development and producing
operations, production unavoidably lost, and production used to fulfill
any free gas obligations under the terms of the applicable Lease or
Leases; and Operator shall not have any right to sell or otherwise
dispose of such oil and gas. The Developer shall have the exclusive right
to execute all contracts relating to the sale or disposition of its
proportionate share of the production from the wells drilled hereunder.
Developer shall have no interest in any gas purchase agreements of
Operator, except the right to receive Developer's share of the proceeds
received from the sale of any gas or oil from wells developed hereunder.
The Developer agrees to designate Operator or Operator's designated bank
agent as the Developer's collection agent in any such contract. Upon
request, Operator shall render assistance in arranging such sale or
disposition and shall promptly provide the Developer with all relevant
information which comes to Operator's attention regarding opportunities
for sale of production. In the event Developer shall fail to make the
arrangements necessary to take in kind or separately dispose of its
proportionate share of the oil and gas produced hereunder, Operator shall
have the right, subject to the revocation at will by the Developer, but
not the obligation, to purchase such oil and gas or sell it to others at
any time and from time to time, for the account of the Developer at the
best price obtainable in the area for such production, however, Operator
shall have no liability to Developer should Operator fail to market such
production. Any such purchase or sale by Operator shall be subject always
to the right of the Developer to exercise at any time its right to take
in kind, or separately dispose of, its share of oil and gas not
previously delivered to a purchaser. Any purchase or sale by Operator of
any other party's share of oil and gas shall be only for such reasonable
periods of time as are consistent with the minimum needs of the Industry
under the particular circumstance, but in no event for a period in excess
of one (1) year.
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Pg.9
12. Force Majeure.

(a) If Operator is rendered unable, wholly or in part, by force
majeure (as hereinafter defined) to carry out its obligations under this
Agreement, the Operator shall give to the Developer prompt written notice
of the force majeure with reasonably full particulars concerning it;
thereupon, the obligations of the Operator, so far as it is affected by
the force majeure, shall be suspended during but no longer than, the
continuance of the force majeure. Operator shall use all reasonable
diligence to remove the force majeure as quickly as possible to the
extent the same is within reasonable control.

(b) The term "force majeure" shall mean an act of God, strike,
lockout, or other industrial disturbance, act of the public enemy, war,
blockade, public riot, lightning, fire, storm, flood, explosion,
governmental restraint, unavailability of equipment or materials, plant
shut-downs, curtailments by purchasers and any other causes whether of
the kind specifically enumerated above or otherwise, which directly
precludes Operator's performance hereunder and is not reasonably within
the control of the Operator.

(c) The requirement that any force majeure shall be remedied with
all reasonable dispatch shall not require the settlement of strikes,
lockouts, or other labor difficulty affecting the Operator, contrary to
its wishes; the method of handling all such difficulties shall be
entirely within the discretion of the Operator.

13. Term.

This Agreement shall become effective when executed by Operator and the
Developer and, except as provided in sub-section (c) of Section 3, shall
continue and remain in full force and effect for the productive lives of
the wells being operated hereunder.

14. Governing Law and Invalidity.

This Agreement shall be governed by, construed and interpreted in
accordance with the laws of the Commonwealth of Pennsylvania. The
invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this
Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.

15. Integration.

This Agreement, including the Exhibits hereto, constitutes and represents
the entire understanding and agreement of the parties with respect to the
subject matter hereof and supersedes all prior negotiations,
understandings, agreements, and representations relating to the subject
matter hereof. No change, waiver, modification, or amendment of this
Agreement shall be binding or of any effect unless in writing duly signed
by the party against which such change, waiver, modification, or
amendment is sought to be enforced.

16. Waiver of Default or Breach.

No waiver by any party hereto to any default of or breach by any other
party under this Agreement shall operate as a waiver of any future
default or breach, whether of like or different character or nature.

17. Notices.

Unless otherwise provided herein, all notices, statements, requests, or
demands which are required or contemplated by this Agreement shall be in
writing and shall be hand-delivered or sent by registered or certified
mail, postage prepaid, to the following addresses until changed by
certified or registered letter so addressed to the other party:

(i) If to Atlas, to:

Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania 15108
Attention: President
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Pg.10

(ii) If to Developer, to:

Atlas-Energy for the Nineties-Public #5 Ltd.
c/o Atlas Resources, Inc.
311 Rouser Road
Moon Township, Pennsylvania 15108

Notices which are served by registered or certified mail upon the parties
hereto in the manner provided in this Section shall be deemed
sufficiently served or given for all purposes under this Agreement at the
time such notice shall be mailed as provided herein in any post office or
branch post office regularly maintained by the United States Postal
Service or any successor to the functions thereof. All payments hereunder
shall be hand-delivered or sent by United States mail, postage prepaid to
the addresses set forth above until changed by certified or registered
letter so addressed to the other party.

18. Interpretation.

Whenever this Agreement makes reference to "this Agreement" or to any
provision "hereof," or words to similar effect, such reference shall be
construed to refer to the within instrument unless the context clearly
requires otherwise. The titles of the Sections herein have been inserted
as a matter of convenience of reference only and shall not control or
affect the meaning or construction of any of the terms and provisions
hereof. As used in this Agreement, the plural shall include the singular
and the singular shall include the plural whenever appropriate.

19. Counterparts.

The parties hereto may execute this Agreement in any number of separate
counterparts, each of which, when executed and delivered by the parties
hereto, shall have the force and effect of an original; but all such
counterparts shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
under their respective seals as of the day and year first above written.

                          ATLAS RESOURCES, INC.

Attest
BY:/s/ Bruce M. Wolf
      Bruce M. Wolf
        Secretary           [Corporate Seal]



By:/s/James R. O'Mara
      James R. O'Mara
         President



ATLAS-ENERGY FOR NINETIES-PUBLIC #5 LTD.

By its Managing General Partner:

ATLAS RESOURCES, INC.

By:/s/ Bruce M. Wolf
       Bruce M. Wolf
        Secretary          [Corporate Seal]
-----------------------------------------------------------------------
  -------------------------------------------------------------------
                            EXHIBIT (A)
                              Page 1

         DESCRIPTION OF LEASES AND INITIAL WELL LOCATIONS

1.  WELL LOCATION

    (a)  Oil and gas lease from ______ dated ______
         and recorded in Deed Book Volume ___, Page ___ in the Recorder's
         Office of County, ______, covering approximately ___ acres in
         ______Township, ______ County, ______.

    (b)  The portion of the leasehold estate constituting the ______
         No. ___ Well Location is described on the map attached hereto
         as Exhibit A-1.

    (c)  Title Opinion of ______, ______, ______, ______, dated ______.

    (d)  The Developer's interest in the leashold estate constituting
         this Well Location is an undivided ___% Working Interest to
         those oil and gas rights from the surface to the bottom of the
         Medina/Whirlpool Formation, subject to the landowner's royalty
         interest and Overriding Royalty Interest.

        ---------------    ---------------------   -----------------
                                   EXHIBIT A

                  ATLAS ENERGY FOR THE NINETIES PUBLIC #5 LTD.

Prospect                Effective Expiration L/O     Net     Net   Acres to be
Name            Co.       Date      Date     Roy.    Rev     Acres Asgnd. to
                                             Int.                  Partnership
===========================================================================

Andrews Unit #1 Mercer    5/17/94   5/17/99   12.50% *84.375%  18   18
Babcock #1      Mercer    8/17/95   8/17/98   12.50%  87.50%   89   50
Barber #2       Mercer    7/18/95   7/18/98   12.50%  87.50%  104   50
Black #2        Mercer    5/18/95   5/18/98   12.50%  87.50%   40   40
Byler #11       Lawrence 10/16/96  10/16/97   12.50%  87.50%   80
Byler #14       Lawrence  9/27/96   9/27/97   12.50%  87.50%  145   50
Carrier #1      Mercer    6/19/96   6/19/99   12.50%  87.50%   79   50
Clark #5        Mercer    8/12/96   8/12/99   12.50%  87.50%   94   50
Coast #1        Butler    11/2/94   11/2/99   12.50%  87.50%   70   50
Court #1        Mercer     3/3/95    3/3/98   12.50%  87.50%   70   50
Donley #1       Mercer    6/13/96   6/13/99   12.50%  87.50%   60   50
Dye Unit #1     Mercer    4/10/95   4/10/98   12.50%  87.50%   65   50
Hall #1         Mercer   11/13/95  11/13/98   12.50%  87.50%   52   52
Harris #3       Lawrence  11/6/96   11/6/99   12.50%  87.50%  151   50
Hissom #1       Mercer    5/23/96   5/23/99   12.50%  87.50%   78   50
Hostetler #3    Lawrence 10/16/96  10/16/97   12.50%  87.50%   75   50
Kelly #2        Mercer    2/11/96   2/11/99   12.50%  87.50%  135   50
Kingerski #2    Mercer    5/26/95   5/26/98   12.50%  87.50%   98   50
Kloos #4        Mercer    HBP          HBP    12.50%  87.50%  225   50
Kurtek #1       Mercer    4/21/93   4/21/98   12.50%  87.50%   65   50
Kurtz #2        Lawrence  9/27/96   9/27/97   12.50%  87.50%   88   50
McCullough #11  Mercer    4/21/94   4/21/97   12.50%  87.50%   50   50
McDowell #11    Mercer    3/29/96   3/29/99   12.50%  87.50%  145  145
McDowell #14    Mercer   10/20/96  10/20/99   12.50%  87.50%  126   50
McEwen #1       Mercer    4/20/95   4/20/98   12.50%  87.50%   62   50
Morley Unit #1  Mercer    7/25/96   7/25/99   12.50%  87.50%   42   42
Myers #2        Butler     8/3/94    8/3/99   12.50%  87.50%  145   50
Peterka #2      Mercer    HBP          HBP    12.50%  87.50%  190   50
Rains #1        Mercer    7/25/95   7/25/98   12.50%  87.50%   35   35
Rueberger Ut#1  Mercer   10/22/96  10/22/99   12.50%  87.50%   55   55
Sines #3        Mercer     5/6/96    5/6/99   12.50%  87.50%   40   40
Steele #1       Mercer    8/17/95   8/17/98   12.50%  87.50%   63   50
Tait #3         Mercer    6/27/95   6/27/98   12.50%  87.50%  100   50
Vernam Unit #1  Mercer    9/25/94   9/25/97   12.50%  87.50%   57   57
Vogan #3        Mercer    7/11/95   7/11/98   12.50%  87.50%  271   50
Winger #1       Mercer    3/10/93   3/10/98   12.50%  87.50%   46   46

- * 3.125% Overriding Royalty Interest to a third party.
- HPB - Held by Production



                                   EXHIBIT A

                  ATLAS ENERGY FOR THE NINETIES PUBLIC #5 LTD.


Prospect            Capable of
Name                Production     State         County    Gross Net
===========================================================================

Andrews Unit #1                    Pennsylvania   Mercer    1    1
Babcock #1               *         Pennsylvania   Mercer    1    1
Barber #2                          Pennsylvania   Mercer    1    1
Black #2                 *         Pennsylvania   Mercer    1    1
Byler #11                *         Pennsylvania   Lawrence  1    1
Byler #14                *         Pennsylvania   Lawrence  1    1
Carrier #1                         Pennsylvania   Mercer    1    1
Clark #5                 *         Pennsylvania   Mercer    1    1
Coast #1                 *         Pennsylvania   Butler    1    1
Court #1                 *         Pennsylvania   Mercer    1    1
Donley #1                *         Pennsylvania   Mercer    1    .91
Dye Unit #1              *         Pennsylvania   Mercer    1    1
Hall #1                  *         Pennsylvania   Mercer    1    1
Harris #3                          Pennsylvania   Lawrence  1    1
Hissom #1                *         Pennsylvania   Mercer    1    1
Hostetler #3             *         Pennsylvania   Lawrence  1    1
Kelly #2                 *         Pennsylvania   Mercer    1    1
Kingerski #2             *         Pennsylvania   Mercer    1    1
Kloos #4                 *         Pennsylvania   Mercer    1    1
Kurtek #1                *         Pennsylvania   Mercer    1    1
Kurtz #2                 *         Pennsylvania   Lawrence  1    1
McCullough #11           *         Pennsylvania   Mercer    1    1
McDowell #11             *         Pennsylvania   Mercer    1    1
McDowell #14                       Pennsylvania   Mercer    1    1
McEwen #1                *         Pennsylvania   Mercer    1    1
Morley Unit #1                     Pennsylvania   Mercer    1    1
Myers #2                 *         Pennsylvania   Butler    1    1
Peterka #2                         Pennsylvania   Mercer    1    1
Rains #1                 *         Pennsylvania   Mercer    1    1
Rueberger Unit #1                  Pennsylvania   Mercer    1    1
Sines #3                 *         Pennsylvania   Mercer    1    1
Steele #1                *         Pennsylvania   Mercer    1    1
Tait #3                  *         Pennsylvania   Mercer    1    1
Vernam Unit #            *         Pennsylvania   Mercer    1    1
Vogan #3                           Pennsylvania   Mercer    1    1
Winger #1                          Pennsylvania   Mercer    1    1
============================================================================
     TOTAL               26                                 36   35.91

                                EXHIBIT "A"
        =========================       ========================


 ---------------------------------------------------------------------------
                             EXHIBIT "B"



STATE OF          }
                  }               ASSIGNMENT OF OIL AND GAS LEASE
COUNTY OF         }

                     KNOW ALL MEN BY THESE PRESENTS

THAT the undersigned
(hereinafter called Assignor), for and in consideration of One Dollar and
other valuable consideration ($1.00 ovc), the receipt whereof is hereby
acknowledged, does hereby sell, assign, transfer, and set over unto

(hereinafter called Assignee), an undivided

in, and to, the oil and gas lease described as follows:









together with the rights incident thereto and the personal property thereto,
appurtenant thereto, or used, or obtained, in connection therewith.

And for the same consideration, the Assignor covenants with the said
Assignee his or its heirs, successors, or assigns that Assignor is the
lawful owner of said lease and rights and interest thereunder and of the
personal property thereon or used in connection therewith; that the
undersigned _____ good right and authority to sell and convey the same, and
that said right, interest and property are free and clear from all liens and
encumbrances, and that all rentals and royalties due and payable thereunder
have been duly paid.

In Witness Whereof, the undersigned owner(s) and assignor(s) has signed
and sealed this instrument this ____ day of __________________________.

Signed and acknowledged in
presence of:

____________________________________       ______________________________

____________________________________       ______________________________
----------------------------------------------------------------------
                            EXHIBIT "B"
---------------------------------------------------------------------
                            EXHIBIT "C"

                        ADDENDUM NO. ______________
                  TO DRILLING AND OPERATING AGREEMENT
                        DATED ________________, 19__

THIS ADDENDUM NO. _____ made and entered into this ____ day of ____________
by and between ATLAS RESOURCES, INC., a Pennsylvania Corporation,
hereinafter referred to as "Operator",
                                 and
ATLAS-ENERGY FOR THE NINETIES-PUBLIC #5 LTD., a Pennsylvania Limited
Partnership, (hereinafter referred to as the Developer),
                             WITNESSETH THAT:
WHEREAS, Operator and the Developer have entered into a Drilling and
Operating Agreement dated __________________, 1996, (the "Agreement"),
which agreement relates to the drilling and operating of _____ natural
gas wells on ____________ Initial Well Locations in Mercer County,
Pennsylvania, identified on the maps attached as Exhibits A-1 through
A-__ to said Agreement, and provides for the development upon the terms
and conditions therein set forth of such Additional Well Locations as the
parties may from time to time designate; and

WHEREAS, pursuant to Section 1(c) of said Agreement, Operator and Developer
presently desire to designate ____ Additional Well Locations hereinafter
described to be developed in accordance with the terms and conditions of
said Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein contained
and intending to be legally bound hereby, the parties hereto agree as
follows:

1.  Pursuant to Section 1(c) of the aforesaid Agreement, the Developer
    hereby authorizes Operator to drill, complete (or plug) and operate,
    upon the terms and conditions as set forth in said Agreement and this
    addendum No. ___, ______ additional natural gas wells on the _____
    Additional Well Locations described on Exhibit A hereto and on the
    maps attached hereto as Exhibits A-_ through A-__.

2.  Operator, as Developer's independent contractor, agrees to drill,
    complete (or plug) and operate said additional natural gas wells on
    said Additional Well Locations in accordance with the terms and
    conditions of said Agreement and further agrees to use its best efforts
    to commence drilling the first such additional well within thirty days
    after the date hereof and to commence drilling all said ____ additional
    wells on or before March 31, 1997.

3.  Developer hereby acknowledges that Operator has furnished Developer with
    the title opinions identified on Exhibit A hereto, and such other
    documents and information which Developer or its counsel has requested in
    order to determine the adequacy of the title to the aforesaid Additional
    Well Locations and leased premises in accordance with the provisions of
    Section 5 of the Agreement.

4.  The drilling and operation of said ____ additional gas wells on the
    aforesaid ___ Additional Well Locations shall be in accordance with and
    subject to the terms and conditions set forth in the aforesaid agreement
    as supplemented by this Addendum No. ___ and except as previously
    supplemented, all terms and conditions of the aforesaid Agreement shall
    remain in full force and effect as originally written.

5.  This Addendum No. ___ shall be legally binding upon, and shall inure to
    the benefit of, the parties hereto and their respective heirs, personal
    representatives, successors, and assigns.


                                  Exhibit C
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