Prepared and filed by St Ives Burrups



EXHIBIT 10-10





     THIS AMENDMENT (this
“Amendment”) is made as of October 25, 2005, among Atlas
Pipeline Partners, L.P., a Delaware limited partnership, and Atlas Pipeline
Operating Partnership, L.P., a Delaware limited partnership (collectively,
“Gatherer”), Atlas America, Inc., a Delaware corporation
(“Atlas America”), Resource Energy, Inc., a Delaware corporation
(“Resource Energy”), Viking Resources Corporation, a Pennsylvania
corporation ( “Viking Resources”), Atlas Noble Corp., a Delaware
corporation (“Atlas Noble”) and Atlas Resources, Inc., a
Pennsylvania corporation (“Atlas Resources” and collectively with
Atlas America, Resource Energy, Viking Resources and Atlas Noble,
“Shipper”). 

RECITALS


     A. Gatherer and Atlas America,
Resource Energy and Viking Resources are parties to the Master Natural Gas
Gathering Agreement dated February 2, 2000 (the “February 2000
Agreement”) and desire to amend the same in accordance with the terms
hereof. 

     B. Gatherer and Atlas Resources,
Atlas Noble, Resource Energy and Viking Resources are parties to the Natural Gas
Gathering Agreement dated January 1, 2002 (the “January 2002
Agreement”) and desire to amend the same in accordance with the terms
hereof. 

     C. Shipper intends to enter into
financial hedging arrangements with respect to some or all of the Shipper’s Gas
(as defined in the February 2000 Agreement and the January 2002
Agreement) and Gatherer desires to have the right to participate in such
arrangements. 

     NOW, THEREFORE, in consideration
of the premises, and the mutual covenants and agreements herein set forth, and
intending to be legally bound, the parties agree as follows: 

     1. The definition of  “Gross Sale
Price” set forth in the February 2000 Agreement and the January 2002
Agreement is hereby amended and restated in its entirety as follows: 

“Gross Sale Price” means the price, per mcf, actually
received by Shipper for Shipper’s Gas including, or as adjusted to take into
account, proceeds received or payments made pursuant to financial hedging
arrangements entered into by Shipper with Gatherer’s consent. 

     2. Except as otherwise expressly
provided herein, the February 2000 Agreement and the January 2002 Agreement
are not amended, modified or affected by this Amendment. 

     3. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and 

 











delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument. Delivery of an executed counterpart of this
Amendment by facsimile shall be equally as effective as delivery of a manually
executed counterpart of this Amendment. 

     4. This Amendment shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania. 

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     IN WITNESS WHEREOF, the parties
have executed this Amendment to be effective as of the date first written above.



	 	 	 	 	 
	 	 	Shipper:
	
       
	 	 	 	 
	 	 	ATLAS AMERICA, INC.
	
       
	 	 	 	 
	
       
	 	By:	 	/s/ Michael L. Staines
	
       
	 	Name: 	 	Michael L. Staines
	
       
	 	Its: 	 	Executive Vice President
	
       
	 	 	 	 
	 	 	RESOURCE ENERGY, INC.
	
       
	 	 	 	 
	
       
	 	By:	 	/s/ Michael L. Staines
	
       
	 	Name: 	 	Michael L. Staines
	
       
	 	Its: 	 	President and Secretary
	
       
	 	 	 	 
	 	 	VIKING RESOURCES CORPORATION
	
       
	 	 	 	 
	
       
	 	By:	 	/s/ Michael L. Staines
	
       
	 	Name: 	 	Michael L. Staines
	
       
	 	Its: 	 	President and Secretary
	
       
	 	 	 	 
	 	 	ATLAS NOBLE CORP.
	
       
	 	 	 	 
	
       
	 	By:	 	/s/ Michael L. Staines
	
       
	 	Name: 	 	Michael L. Staines
	
       
	 	Its: 	 	President and Secretary
	
       
	 	 	 	 
	 	 	ATLAS RESOURCES, INC.
	
       
	 	 	 	 
	
       
	 	By:	 	/s/ Michael L. Staines
	
       
	 	Name: 	 	Michael L. Staines
	
       
	 	Its: 	 	Senior Vice President and Secretary



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	 	 	Gatherer:
	
       
	 	 	 	 
	 	 	ATLAS PIPELINE OPERATING PARTNERSHIP,
      L.P.
	
       
	 	 	 	 
	
       
	 	By: 	 	Atlas Pipeline Partners GP, LLC, its general
      partner
	
       
	 	 	 	 
	
       
	 	By:	 	/s/ Michael L. Staines
	
       
	 	Name: 	 	Michael L. Staines
	
       
	 	Its: 	 	President and Chief Operating Officer
	
       
	 	 	 	 
	 	 	ATLAS PIPELINE PARTNERS, L.P.
	
       
	 	 	 	 
	
       
	 	By: 	 	Atlas Pipeline Partners GP, LLC, its general
      partner
	
       
	 	 	 	 
	
       
	 	By:	 	/s/ Michael L. Staines
	
       
	 	Name: 	 	Michael L. Staines
	
       
	 	Its: 	 	President and Chief Operating Officer



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