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                                                                   EXHIBIT 10.16

                             TERM ROYALTY CONVEYANCE
                                 (WEST VIRGINIA)

STATE OF WEST VIRGINIA(1)

                                  INTRODUCTION

      THIS TERM ROYALTY CONVEYANCE (this "Conveyance") from ENERGY CORPORATION
OF AMERICA, a West Virginia corporation, with offices at 4643 South Ulster
Street, Suite 100, Denver, Colorado 80237-2867 ("ECA"), EASTERN AMERICAN ENERGY
CORPORATION, a West Virginia corporation, with offices at 501 56th Street,
Charleston, West Virginia 25304 ("Eastern") and ALLEGHENY & WESTERN ENERGY
CORPORATION, a West Virginia corporation, with offices at 501 56th Street,
Charleston, West Virginia 25304 ("A&W" and, together with ECA and Eastern,
collectively, "Assignor"), to ________________________, a trust corporation
organized under the laws of the State of _________, with offices at
___________________________________________, Attention: ________________, as
trustee (the "Trustee"), acting not in its individual capacity but solely as
trustee of the Appalachian Gas Royalty Trust (the "Trust") under that certain
Amended and Restated Trust Agreement dated as of ______________, 2005 (the
"Trust Agreement") is delivered to be effective as of 7:00 a.m., Eastern Time,
January 1, 2005 (the "Effective Time"). All capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in Article II
below.

                                   ARTICLE I
                                   CONVEYANCE

      SECTION 1.01 THE GRANT. For and in consideration of good and valuable
consideration paid by Trustee on behalf of the Trust to Assignor, the receipt
and sufficiency of which are hereby acknowledged, Assignor has, subject to the
terms of this Conveyance, BARGAINED, SOLD, GRANTED, CONVEYED, TRANSFERRED,
ASSIGNED, SET OVER, and DELIVERED, and by these presents does hereby BARGAIN,
SELL, GRANT, CONVEY, TRANSFER, ASSIGN, SET OVER, and DELIVER unto Trustee on
behalf of the Trust, for the Term, as a royalty interest (the "Royalty
Interest"), a variable undivided interest in and to the Subject Interests, to
the extent that the Subject Interests pertain to Gas in, under and that may be
produced from the wellbores of the Wells, sufficient to cause the Trust to
receive a volume of Trust Gas calculated and paid in money in accordance with
the further terms and conditions of this Conveyance.

      SECTION 1.02 TERM. The term of the Royalty Interest (the "Term") shall
begin at the Effective Time and end at December 31, 2024 (the "Termination
Date"). At the end of the Term, all of the Trust's interest in and to the
Royalty Interest shall automatically terminate and immediately revert to and
revest in Assignor.

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(1)   There will be one conveyance for each state.

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      SECTION 1.03 HABENDUM CLAUSE. TO HAVE AND TO HOLD the Royalty Interest,
together with all and singular the rights and appurtenances thereto in anywise
belonging, unto Trustee on behalf of the Trust, its successors and assigns, for
the Term, subject to terms and provisions of this Conveyance.

      SECTION 1.04 WARRANTY.

            (a) THE WARRANTY. Assignor warrants to the Trust, its successors and
assigns, that the Subject Interests are free of all Encumbrances created by,
through, or under Assignor, but not otherwise, except for the Permitted
Encumbrances, and that Assignor's title to the Producing Wells entitles Assignor
to a Net Revenue Interest in each such Producing Well no less than the Net
Revenue Interest for that Producing Well set forth in Exhibit A-1.

            (b) SOLE REMEDY. In the event of a breach of the foregoing warranty
for any Subject Interest, the Trust's sole remedy shall be to receive payment on
each applicable Quarterly Payment Date, as damages, subject to offset as
provided below and without interest (except such interest payable under this
Conveyance on payments made after the applicable due date as described in
Section 5.02 below), of an amount equal to the difference between (i) Trust Gas
(or the proceeds from the sale thereof) that the Trust would have received with
respect to a Well in the applicable Computation Period if the warranty had not
been breached and (ii) Trust Gas (or the proceeds from the sale thereof) that
the Trust actually received during that Computation Period with respect to that
Well, to the extent such difference is attributable to the breach of the
warranty, but not to the extent that such difference is attributable to any
other cause.

            (c) RIGHT OF OFFSET. If any Subject Interest owned by Assignor ever
proves to be larger than the Subject Interest reflected in the exhibits to this
Conveyance and if, as a result, the Trust receives a greater amount of Trust Gas
(or the proceeds from the sale thereof) with respect to that Subject Interest
than the Trust would otherwise have received if the Subject Interest had been
the size warranted, then such increased amounts, whenever received by the Trust,
may be treated by Assignor as a credit or offset (without interest) against any
amounts payable to the Trust under Section 1.04(b).

            (d) DISCLAIMER. EXCEPT FOR THE WARRANTIES OF TITLE GIVEN IN SECTION
1.04(a), ASSIGNOR MAKES THIS CONVEYANCE AND ASSIGNS THE ROYALTY INTEREST WITHOUT
RECOURSE, COVENANT OR WARRANTY OF TITLE OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY. ANY COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW BY THE USE
HEREIN OF THE WORDS "GRANT", "CONVEY" OR OTHER SIMILAR WORDS ARE HEREBY
EXPRESSLY DISCLAIMED, WAIVED AND NEGATED. WITHOUT LIMITING THE GENERALITY OF THE
TWO PRECEDING SENTENCES, Trustee on behalf of the TRUST ACKNOWLEDGES THAT
ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND
THE TRUSTEE ON BEHALF OF THE TRUST HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION
OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING
TO (i) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE
QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF

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ANY, ATTRIBUTABLE TO THE SUBJECT INTERESTS, (ii) ANY IMPLIED OR EXPRESS WARRANTY
OF MERCHANTABILITY, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, (iv) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS
OR SAMPLES OF MATERIALS, AND (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER
any APPLICABLE legal requirement; IT BEING THE EXPRESS INTENTION OF BOTH THE
TRUST AND ASSIGNOR THAT THE ROYALTY interest is HEREBY ASSIGNED TO THE TRUSTEE
ON BEHALF OF THE TRUST on an "AS IS" AND "WHERE IS" basis WITH ALL FAULTS, AND
THAT THE TRUSTEE ON BEHALF OF THE TRUST HAS MADE OR CAUSED TO BE MADE SUCH
INSPECTIONS AS THE TRUST DEEMS APPROPRIATE. ASSIGNOR AND THE TRUSTEE ON BEHALF
OF THE TRUST AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LEGAL REQUIREMENTS
TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS SECTION
ARE "CONSPICUOUS" DISCLAIMERS FOR THE PURPOSES OF ANY APPLICABLE LEGAL
REQUIREMENT.

            (e) SUBSTITUTION OF WARRANTY. This instrument is made with full
substitution and subrogation of the Trust in and to all covenants of warranty by
Third Persons (other than Affiliates of Assignor) heretofore given or made with
respect to the Wells, the Subject Interests or any part thereof or interest
therein.

      SECTION 1.05 RELEASE OF EXCESS ACREAGE. After the drilling obligations in
Section 2.01(a) of the Development Agreement have been satisfied, Trustee on
behalf of the Trust shall, on request, execute, acknowledge, and deliver to
Assignor a recordable instrument (reasonably acceptable to Assignor) that
re-conveys the Royalty Interest to Assignor and releases such Royalty Interest
and the conveyance with respect to all Subject Development Lands and assigns
such Subject Development Lands to Assignor, except such portion of any Subject
Interest included within the Subject Development Lands that covers and pertains
to all Subject Gas in, under and that may be produced from any wellbore of any
Completed Development Well from the surface of the ground to a depth one hundred
feet (100') below the depth of the deepest producing horizon of such Completed
Development Well.

                                   ARTICLE II
                                   DEFINITIONS

      This Article II defines certain capitalized words, terms, and phrases used
in this Conveyance. Certain other capitalized words, terms, and phrases used in
this Conveyance are defined elsewhere in this Conveyance.

      "Additional Lease" is defined in Section 12.01.

      "Affiliate" means, for any specified Person, another Person that controls,
is controlled by, or is under common control with, the specified Person.
"Control," in the preceding sentence, refers to the possession by one Person,
directly or indirectly, of the right or power to direct or cause the direction
of the management and policies of another Person, whether through the ownership
of voting securities, by contract, or otherwise.

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      "AMI Area" means that area depicted on the map set forth on Exhibit B as
the AMI Area.

      "Assignor" is defined in the Introduction to this Conveyance and also
includes all permitted successors and assigns of Assignor.

      "Assignor's Net Share of Gas" means the share of Subject Gas from each
Well that is attributable to Assignor's Net Revenue Interest in that Well.

      "Basis Differential Amount" means, for any Computation Period, the
volume-weighted dollar amount, if any, by which the actual Sales Price (as
determined pursuant to clause (f) of the definition of "Sales Price") for any
calendar month within such Computation Period exceeds the futures contract price
for futures contracts traded on the New York Mercantile Exchange with respect to
natural gas deliverable at Henry Hub, Louisiana for such monthly period.

      "Business Day" means any day that is not a Saturday, Sunday, a holiday
determined by the New York Stock Exchange, Inc. as "affecting `ex' dates" or any
other day on which national banking institutions in New York, New York are
closed as authorized or required by law.

      "Chargeable Costs" is defined in Section 3.02(a).

      "Computation Period" means each calendar quarter commencing at the
Effective Time, with each calendar quarter being deemed to have begun at 7:00
a.m. Eastern Time on the first day of such calendar quarter and to have ended at
7:00 a.m. Eastern Time on the first day of the next calendar quarter, except for
(a) the first Computation Period, which shall be deemed to have begun at the
Effective Time and to have ended at 7:00 a.m. Eastern Time on [January 1,] 2005,
and (b) the final Computation Period, which shall be deemed to have begun at
7:00 a.m. Eastern Time on the first day of the calendar quarter in which the
Termination Date occurs and to have ended at the Termination Date.

      "Completed Development Well" means the borehole of any Development Well
that is completed pursuant to Section 2.02 of the Development Agreement and
refers to the surface of the ground with respect to such borehole to a depth of
one hundred feet (100') below the depth of the deepest producing horizon of such
borehole.

      "Conveyance" is defined in the Introduction to this Conveyance.

      "Development Agreement" means that certain Development Agreement between
Assignor and the Trustee dated as of even date herewith.

      "Development Well" has the meaning ascribed such term in the Development
Agreement.

      "Effective Time" is defined in the Introduction to this Conveyance.

      "Encumbrance" means any mortgage, lien, security interest, pledge, charge,
encumbrance, limitation, preferential right to purchase, consent to assignment,
irregularity, burden, or defect.

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      "Excess Costs" means, in any Computation Period, the excess of Chargeable
Costs for that Computation Period over the amount determined by multiplying
Assignor's Net Share of Gas produced during the Computation Period by the Sales
Price for that Computation Period. Excess Costs shall bear interest at the Prime
Interest Rate from the end of the Computation Period in which such costs were
incurred to the date that Assignor recovers such amounts from Trust Proceeds.

      "Existing Gas Purchase Contract" means that certain Natural Gas Sales
Agreement dated March 16, 1993 by and between Mountaineer Gas Services, Inc. and
Mountaineer Gas Company as heretofore and may hereafter be amended, modified or
restated.

      "Fair Value" means, with respect to any portion of the Royalty Interest to
be released pursuant to Section 11.02 or 11.03 in connection with a sale or
release of any Well or Subject Interest, an amount of net proceeds which could
reasonably be expected to be obtained from the sale of such portion of the
Royalty Interest to a party which is not an Affiliate of either the Assignor or
the Trust on an arms'-length negotiated basis, taking into account relevant
market conditions and factors existing at the time of any such proposed sale or
release, such net proceeds to be determined by deducting the Trust's
proportionate share of sales costs, commissions and brokerage fees, if any
(based on the relative fair market value of the Wells and Subject Interests
being transferred without giving effect to either the portion of the Royalty
Interest being released and the fair market value of the portion of the Royalty
Interest being released).

      "Farmout Agreements" means any farmout agreement, participation agreement,
exploration agreement, development agreement or any similar agreement.

      "Force Majeure" is defined in Section 13.02.

      "Gas" means natural gas and all other gaseous hydrocarbons, excluding
condensate, butane, and other liquid and liquefiable components that are
actually removed from the Gas stream by separation, processing, or other means.
Any oil and gas lease or other similar instrument that covers Gas shall be
considered a "Gas lease" hereunder, even if it also covers other substances.

      "Governmental Authority" means the United States of America, any state,
commonwealth, territory, or possession thereof, and any political subdivision of
any of the foregoing, including courts, departments, commissions, boards,
bureaus, agencies, and other instrumentalities.

      "Legal Requirement" means any law, statute, ordinance, decree,
requirement, order, judgment, rule, or regulation of, including the terms of any
license or permit issued by, any Governmental Authority.

      "Kentucky Conveyance" means the Term Royalty Conveyance (Kentucky) by and
between Assignor and Assignee dated effective as of the Effective Time.

      "Mcf" means thousand cubic feet of Gas and "MMcf" means million cubic feet
of Gas, measured and expressed in each case at the same temperature, pressure,
and other conditions of

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measurement (a) provided in any contract for the purchase of Gas from the
Subject Interest or, (b) if no such contract exists, provided by applicable
state law for purposes of reporting production to Governmental Authorities.

      "Net Revenue Interest" means, the interest, stated as a decimal fraction,
in Subject Gas production from a Well that Assignor is entitled to take with
respect to Assignor's Subject Interest in that Well and the associated Subject
Lands, subject only to the Permitted Production Burdens (treated in each case as
a reduction in interest rather than as a cost).

      "Non-Affiliate" means, for any specified Person, any other Person that is
not an Affiliate of the specified Person.

      "Notice" is defined in Section 14.01.

      "Party," when capitalized, refers to Assignor or Trustee. "Parties," when
capitalized, refers to Assignor and Trustee.

      "Pennsylvania Conveyance" means the Term Royalty Conveyance (Pennsylvania)
by and between Assignor and Assignee dated effective as of the Effective Time.

      "Permitted Encumbrances" means:

            (a) the Permitted Production Burdens;

            (b) the Existing Gas Purchase Contract;

            (c) Encumbrances that arise under operating agreements, Farmout
      Agreements, leases, assignments, and other instruments and agreements to
      secure payments of amounts not yet delinquent and that are of the type and
      nature customary in the oil and gas industry, as conducted in the
      Appalachian Basin;

            (d) Encumbrances that arise as a result of pooling and unitization
      agreements, declarations, orders, or Legal Requirements to secure payment
      of amounts not yet delinquent;

            (e) Encumbrances securing payments to mechanics and materialmen and
      Encumbrances securing payment of Taxes or assessments that are, in either
      case, not yet delinquent or, if delinquent, are being contested in good
      faith in the normal course of business;

            (f) conventional rights of reassignment that obligate Assignor to
      reassign all or part of any Subject Interest to a Third Person if Assignor
      intends to release or abandon such interest before the expiration of the
      primary term or other termination of such interest;

            (g) easements, rights-of-way, servitudes, permits, surface leases,
      surface use restrictions, and other surface uses and impediments on, over,
      or in respect of the Subject

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      Interests that are not such as to interfere materially with the operation,
      value, or use of the Subject Interests;

            (h) covenants, conditions, and other terms subject to which Assignor
      acquired the Subject Interests, to the extent they do not cause Assignor's
      Net Revenue Interests in any Producing Well to be less than the Net
      Revenue Interest for that Producing Well, as stated in Exhibit A-1;

            (i) rights reserved to or vested in any Governmental Authority to
      control or regulate any Subject Interests in any manner, and all
      applicable Legal Requirements;

            (j) the terms of the instruments creating the Subject Interests and
      Subject Lands;

            (k) any Prior Reversionary Interests that affect the Subject
      Interests;

            (l) other Encumbrances that affect any Subject Interest that do not,
      alone or in the aggregate, materially and adversely affect the operation,
      value, or use of the Subject Interests; and

            (m) mortgages, deeds of trust or other security interests burdening
      Assignor's Interest in the Subject Interests or any extensions or renewals
      thereof and Subject Lands.

all to the extent, and for so long as, such Permitted Encumbrances are otherwise
valid and enforceable against the Subject Interests, without recognizing,
expressly or by implication, any rights or interests in any Third Person or
Governmental Authority that such Third Person or Governmental Authority does not
otherwise lawfully possess.

      "Permitted Production Burdens" means (a) all Production Burdens that
affected the Subject Interests when they were acquired by Assignor and (b) all
Production Burdens that were created by Assignor, (in each case), to the extent
they do not cause Assignor's Net Revenue Interest in any Producing Well to be
less than the Net Revenue Interest for that Producing Well reflected in Exhibit
A-1 provided that the total Permitted Production Burdens for any Completed
Development Well shall not exceed twelve and one half percent (12.5%)
(proportionately reduced to Assignor's Working Interest in such Well).

      "Person" means any natural person, corporation, partnership, trust,
estate, or other entity, organization, or association.

      "Producing Well" means the borehole of each Gas well more particularly
described in Exhibit A-1.

      "Post Production Cost Charge" is defined in Section 3.02(c).

      "Prime Interest Rate" is defined in Section 5.02(b).

      "Prior Reversionary Interest" means any contract, agreement, Farmout
Agreement, lease, deed, conveyance or operating agreement that exists as of the
Effective Time or that burdens the

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Subject Interests at the time such Subject Interests are acquired, that by the
terms thereof requires a Person to convey a part of the Subject Interest to
another Person or to permanently cease production of any Well including, any
operating agreements, oil and gas leases, coal leases, and other similar
agreements or instruments affecting the Subject Interests.

      "Production Burdens" means, with respect to any Subject Lands, Subject
Interests, or Subject Gas, all royalty interests, overriding royalty interests,
production payments, net profits interests, Prior Reversionary Interests and
other similar interests that constitute a burden on, are measured by, or are
payable out of the production of Gas or the proceeds realized from the sale or
other disposition thereof.

      "Quarterly Distribution Amount" is defined in Section 5.01(a).

      "Quarterly Payment Date" is defined in Section 5.01(c).

      "Quarterly Record Date" means, for each Computation Period, the close of
business on the sixtieth day following the end of such Computation Period (or
the Business Day next following such day if such day is not a Business Day) or
such other date established by the Trustee in order to comply with applicable
Legal Requirement or the rules of any securities exchange or quotation system on
which the depositary units of the Trust may be listed or admitted to trading, in
which event "Quarterly Record Date" means such other date.

      "Reasonably Prudent Operator Standard" means the standard of conduct of a
reasonably prudent oil and gas operator in the Appalachian Basin under the same
or similar circumstances, acting with respect to its own property and
disregarding the existence of the Royalty Interest as a burden on such property.

      "Reserved Amounts" means those amounts set aside from Trust Proceeds by
Assignor in accordance with the provisions of Section 5.04 below.

      "Royalty Interest" is defined in Section 1.01.

      "Sales Price" means, for any Computation Period, the sale price received
by Assignor per Mcf for Trust Gas determined in accordance with the following
provisions:

            (a) "sale" refers to any sale, exchange, or other disposition of
      Trust Gas for value, the value of such Gas that is exchanged or otherwise
      disposed of for valuable consideration being (i) the sales price that
      Assignor receives for any such Gas sold pursuant to Section 4.01 for any
      such Gas or (ii) with respect to any Gas sold under the Existing Gas
      Contract, notwithstanding the provisions of the Existing Gas Contract, the
      Sales Price for any Gas sold thereunder shall be deemed to be, for each
      month during the term of the Existing Gas Contract, the applicable posted
      Appalachian Index price for that month.

            (b) amounts of money not paid to Assignor when due by any purchaser
      of Trust Gas (for example, Taxes or other amounts withheld or deducted by
      any such purchaser) shall not be included within the Sales Price until
      actually received by, or credited to the account of, Assignor;

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            (c) advance payments and prepayments for future deliveries of Trust
      Gas shall be included within the Sales Price, without interest, when that
      volume of Gas subject to the advance payments or prepayments is actually
      produced;

            (d) loan proceeds received by Assignor shall not be treated as a
      component of the applicable Sales Price; and

            (e) if a controversy or possible controversy exists, whether by
      reason of any statute, order, decree, rule, regulation, contract, or
      otherwise, between Assignor and any purchaser of Trust Gas or any other
      Person, about the correct Sales Price of any Trust Gas, about deductions
      from the Sales Price, about Assignor's right to receive the proceeds of
      any sale of Trust Gas, or about any other matter, then monies withheld by
      the purchaser or deposited by it with an escrow agent or if Assignor
      receives any monies and promptly deposits such monies with a Third Person
      escrow agent as a result of such controversy, such monies shall not be
      included within the Sales Price until received by or returned to Assignor,
      as applicable;

            (f) notwithstanding the foregoing provisions of clauses (a) through
      (e) above, "Sales Price" means:

                  (1) for the Computation Period from April 1, 2005 to June 30,
            2005, a price of $7.25 per MMBtu of Trust Gas;

                  (2) for the Computation Period from July 1, 2005 to December
            31, 2005, a price of $7.55 per MMBtu of Trust Gas;

                  (3) for any Computation Period commencing on or after January
            1, 2006 and ending on or before December 31, 2006, with respect to a
            quantity of Trust Gas up to a maximum of 220,000 MMBtu of Trust Gas
            per calendar month during such Computation Period, a price equal to
            the sum of $7.16 per MMBtu plus the Basis Differential Amount per
            MMBtu of Trust Gas for such Computation Period, and, for any MMBtus
            of Trust Gas in excess of such amounts for such Computation Period,
            the Sales Price as otherwise determined pursuant to clauses (a)
            through (e) of this definition of "Sales Price," and

                  (4) for any Computation Period commencing on or after January
            1, 2007 and ending on or before December 31, 2007, with respect to a
            quantity of Trust Gas up to a maximum of 7,200 MMBtu of Trust Gas
            per day during such Computation Period, a price equal to the sum of
            $6.60 per MMBtu of Trust Gas plus the Basis Differential Amount per
            MMBtu of Trust Gas for such Computation Period, and, for any MMBtu
            of Trust Gas in excess of such amounts for such Computation Period,
            the Sales Price as otherwise determined pursuant to clauses (a)
            through (e) of this definition of "Sales Price."

      "Subject Development Lands" means the lands subject to or covered by the
oil and gas leases described in Exhibit A-2, subject to the exceptions,
exclusions and reservations set forth on such Exhibit A-2, as such Exhibit may
be modified pursuant to Section 1.05 and Section 12.01.

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      "Subject Gas" means, (x) with respect to each Producing Well, Gas in and
under, and that may be produced, saved, and sold from all producing horizons
from the wellbore of such Producing Well, from the surface of the ground to a
depth one hundred feet (100') below the depth of the deepest producing horizon
of such Producing Well as of the date of this Conveyance and (y) with respect to
each Completed Development Well, Gas in and under, and that may be produced,
saved, and sold from all producing horizons from the wellbore of such Completed
Development Well, from the surface of the ground to a depth one hundred feet
(100') below the depth of the deepest producing horizon of such Completed
Development Well as of the date of the completion of such Completed Development
Well pursuant to the terms of the Development Agreement, in each case subject to
the following:

            (a) "Subject Gas" excludes Gas that is:

                  (i) lost in the production, gathering, or marketing of Gas;

                  (ii) used (A) in conformity with ordinary and prudent
            operations on the Subject Lands, including drilling and production
            operations (including drilling and production operations on the
            Subject Development Land), or (B) in connection with plant
            operations (whether on or off the Subject Lands) for processing the
            Subject Gas;

                  (iii) taken by a Third Person to recover costs, or some
            multiple of costs, paid or incurred by that Third Person under any
            operating agreement, unit agreement, or other agreement in
            connection with nonconsent operations conducted (or participated in)
            by that Third Person;

                  (iv) retained by a Third Person for gathering, transportation,
            processing or marketing services related to the Subject Gas in lieu
            of cash payment for such services; and

                  (v) in excess of the percentage attributable to Assignor's Net
            Share of Gas taken by Assignor to recover costs, or some multiple of
            costs, paid or incurred by Assignor under any operating agreement,
            unit agreement, or other agreement in connection with nonconsent
            operations conducted (or participated in) by Assignor.

            (b) "Subject Gas" includes Gas, not otherwise excluded above, that
      is sold or exchanged for other Gas, or otherwise disposed of for valuable
      consideration.

      "Subject Interests" means Assignor's undivided interests in the Subject
Lands, as lessee under Gas leases, as an owner of the Subject Gas (or the right
to extract such Gas), or otherwise, by virtue of which undivided interests
Assignor has the right to conduct exploration, drilling, development, and Gas
production operations on the Subject Lands, or to cause such operations to be
conducted, or to participate in such operations by paying and bearing all or any
part of the costs, risks, and liabilities of such operations, to drill, test,
complete, equip, operate, and produce Wells to exploit the Gas. "Subject
Interests" includes all extensions and renewals of, and all new Gas leases
covering, the Subject Lands (or any portion thereof) obtained by Assignor, or
any Affiliate thereof, within six (6) months after the expiration or termination
of any such Gas lease.

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"Subject Interests" do not include (a) Assignor's rights to substances other
than Gas; (b) Assignor's rights to Gas under contracts for the purchase, sale,
transportation, storage, processing, or other handling or disposition of Gas;
(c) Assignor's interests in, or rights to Gas with respect to, pipelines,
gathering systems, storage facilities, processing facilities, or other equipment
or facilities, other than the Wells; or (d) subject to Section 1.04(c), any
after-acquired, additional, or enlarged interests in the Wells, Subject Lands or
Subject Gas, except those reflected in Exhibit A-1 or Exhibit A-2 or any
Additional Lease, extensions and renewals covered by the preceding sentence and
as provided for in Section 13.01. "Subject Interests" may be owned or claimed by
Assignor by virtue of grants or reservations in deeds, Gas leases, or other
instruments, or by virtue of operating agreements, pooling or unitization
agreements or orders, or other kinds of instruments, agreements, or documents,
legal or equitable, recorded or unrecorded. The Subject Interests are subject to
the Permitted Encumbrances.

      "Subject Lands" means collectively, the Subject Producing Lands and the
Subject Development Lands.

      "Subject Producing Lands" means the lands subject to or covered by the oil
and gas leases described in Exhibit A-1 for lands related to the Producing
Wells, subject to the exceptions, exclusions and reservations set forth on such
Exhibit A-1.

      "Total Subject Gas" means the total of all Subject Gas (as such term is
defined in each of the Trust Conveyances) from each of the applicable Trust
Conveyances.

      "Trust Conveyances" means collectively, this Conveyance, the Kentucky
Conveyance and the Pennsylvania Conveyance.

      "Taxes" is defined in Section 3.02(b).

      "Term" is defined in Section 1.02.

      "Termination Date" is defined in Section 1.02.

      "Third Person" means a Person other than Assignor or Trustee.

      "Transfer" including its syntactical variants, means any assignment, sale,
transfer, conveyance, or disposition of any property; provided, Transfer as used
herein does not include the granting of a security interest in Assignor's
interest in any property including the Subject Interests or Subject Lands.

      "Trust" is defined in the Introduction to this Conveyance.

      "Trust Agreement" is defined in the Introduction to this Conveyance.

      "Trust Gas" means, for any Computation Period, that percentage of Gas to
which the Trust is entitled, calculated in accordance with Section 3.01.

      "Trust Proceeds" means, for any Computation Period, proceeds received by
Assignor for the account of the Trust, as the Trust's marketing and payment
agent and representative, from the

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<PAGE>

sale of Trust Gas under this Conveyance less Chargeable Costs calculated in
accordance with Section 3.03.

      "Trustee" is defined in the Introduction to this Conveyance and also
includes all successor and substitute trustees under the Trust Agreement.

      "Well" means, collectively, the Producing Wells and the Completed
Development Wells.

      "Working Interest" means with respect to any Well, the interest in and to
such Well that is burdened with the obligation to bear and pay costs and
expenses of maintenance, development and operations on or in connection with
such Well.

                                  ARTICLE III
                            CALCULATION OF TRUST GAS

      SECTION 3.01 DEFINITION. "Trust Gas" is that volume of Gas which the Trust
is entitled to receive in any Computation Period under this Conveyance,
calculated in accordance with the following formula:

      With respect to any Producing Well:

      NINETY PERCENT (90%) X (ASSIGNOR'S NET SHARE OF GAS PRODUCED DURING THAT
COMPUTATION PERIOD).

      With respect to any Completed Development Well:

      FIFTY PERCENT (50%) X (ASSIGNOR'S NET SHARE OF GAS PRODUCED DURING THAT
COMPUTATION PERIOD).

For purposes of calculating Trust Gas hereunder, if, during any Computation
Period, Assignor is unable to determine the precise volume of Gas produced, sold
and attributable to Assignor's Net Share of Gas, then Assignor shall, in good
faith and in accordance with the Reasonably Prudent Operator Standard, estimate
the volume of such Gas produced, sold and attributable to Assignor's Net Share
of Gas for such Computation Period. Assignor shall adjust Assignor's Net Share
of Gas upward or downward, as the case may be, in the next or subsequent
Computation Period to reflect the difference between the estimated volume and
the actual amount of Gas produced, sold and attributable to Assignor's Net Share
of Gas in the Computation Period for which such estimate was made.

      SECTION 3.02 CHARGEABLE COSTS.

            (a) DEFINITION. Subject to Section 5.04 hereof, for each Computation
Period, "Chargeable Costs" means the sum of (i) Taxes, (ii) the Post Production
Cost Charge and (iii) Excess Costs from the prior Computation Period that (in
each case) are actually paid or are deemed to have been paid by Assignor during
that Computation Period or paid or deemed to have been paid by Assignor during a
prior Computation Period and not included in any prior Computation Period's
Chargeable Costs. All costs associated with or paid or incurred in connection
with the initial drilling, testing, completing, and equipping for production of
the

                                       12
<PAGE>

Completed Development Wells shall be borne solely by Assignor and shall not be
included as Chargeable Costs.

            (b) TAXES. "Taxes" means general property, ad valorem, production,
severance, sales, gathering, windfall profit, excise, and other taxes, except
income taxes, assessed or levied on or in connection with the Subject Interests,
the Royalty Interest, this Conveyance, production of Subject Gas, Assignor's Net
Share of Gas, the Trust Gas (or the proceeds from the sale thereof), or
facilities or equipment on the Subject Lands that are used for the production,
dehydration, treatment, processing, gathering, or transportation of Subject Gas,
or against Assignor as owner of the Subject Interests or Trustee on behalf of
the Trust as owner of this Royalty Interest.

            (c) POST PRODUCTION COST CHARGE. "Post Production Cost Charge" means
those costs incurred by Assignor (including, internal costs and Third Person
costs) to gather, transport, compress, process, treat, dehydrate and market the
Subject Gas, including any costs as may be required to make merchantable and to
deliver such Gas to market; provided, any internal costs of Assignor and its
Affiliates that are part of the Post Production Cost Charge shall not materially
exceed the costs prevailing in the area where the Subject Gas is being produced
for similar services; and provided, further, with respect to marketing costs,
only Non-Affiliate marketing costs shall be included, and marketing costs of
Assignor and its Affiliates with respect to any Subject Gas will be specifically
excluded from the Post Production Cost Charge. Any costs, fees or expenses that
are properly charged or allocated to the Trust Gas pursuant to another provision
of this Conveyance (including, as provided for in the definition of Subject Gas)
shall not be included as part of the Post Production Cost Charge.

            (d) OPERATING AND DRILLING COSTS. All costs associated with or paid
or incurred in connection with the drilling, testing, completing, developing and
operating the Wells or associated with the Subject Interests other than Taxes
and Post Production Cost Charges shall not be included as Chargeable Costs.

      SECTION 3.03 TRUST PROCEEDS. "Trust Proceeds" means the volume of Trust
Gas (on an mcf basis) for the applicable Computation Period multiplied by the
relevant Sales Price less the Chargeable Costs associated with such Trust Gas
for the applicable Computation Period.

                                   ARTICLE IV
                             MARKETING OF TRUST GAS

      SECTION 4.01 RIGHTS AND DUTIES REGARDING SALE OF TRUST GAS. Assignor shall
market or shall cause to be marketed Assignor's Net Share of Gas (including the
Trust Gas) in good faith in accordance with the Reasonably Prudent Operator
Standard and Section 4.02(d). Assignor shall use its reasonable efforts in
connection with any sale of Assignor's Net Share of Gas (including the Trust
Gas) to (a) subject to clause (f) of the definition of "Sales Price," obtain the
best available market price in the area for such Gas and (b) to obtain, as soon
as reasonably practicable, full payment for such Gas; provided, however that it
shall not be considered a breach of Assignor's marketing duty or standard of
conduct for Assignor (i) to market such Gas to an Affiliate of Assignor, so long
as Assignor does not market such Gas at a volume-weighted average price lower
than the volume-weighted average price

                                       13
<PAGE>

upon which Assignor pays royalties to the owners of the royalty interests in the
Subject Gas or (ii) for Assignor or its Affiliates to receive a fee in
connection with certain activities undertaken by Assignor and which it has the
right to charge a fee for pursuant to Article III above.

      SECTION 4.02 TRUST'S AGENT AND REPRESENTATIVE.

            (a) APPOINTMENT. Trustee on behalf of the Trust appoints Assignor as
the Trust's agent and representative to market and deliver or cause to be
marketed and delivered all Trust Gas and to collect and receive all payments
therefrom under any gas purchase agreement or contract without deduction (except
to the extent Chargeable Costs are deducted for any Computation Period). The
appointment of Assignor as the Trust's agent and representative for such purpose
is also a material item of consideration to the Parties in connection with the
execution and delivery of this Conveyance. Trustee on behalf of the Trust may
not remove Assignor from office as the Trust's agent and representative, except
for cause upon a material breach by Assignor of its duties to the Trust under
this Conveyance.

            (b) DUTIES AND POWERS. As the Trust's agent and representative,
Assignor shall receive all payments for the sale of the Trust Gas and account to
Trustee on behalf of the Trust, receive and make all communications with the
purchaser of such Gas, and otherwise act and speak for the Trust in connection
with the sale of the Trust Gas. Third Persons may rely conclusively on the
authority of Assignor to market the Trust Gas, and with respect to Third
Persons, the Trust shall be conclusively bound by the acts of Assignor in
connection with the sale of Trust Gas. It shall not be necessary for Trustee on
behalf of the Trust to join Assignor in the execution of any division order,
transfer order, or other instrument, agreement, or document relating to the sale
of the Trust Gas. Third Persons may pay all Trust Proceeds for the sale of such
Gas directly to Assignor, without the necessity of any joinder by or consent of
Trustee on behalf of the Trust or any inquiry into the use or disposition of
such proceeds by Assignor.

            (c) PROHIBITED ACTS. Assignor may not act or speak for the Trust on
any matter, except the marketing and delivery of the Trust Gas under this
Article IV.

            (d) STANDARD OF CONDUCT. In exercising its powers and performing its
duties as the Trust's agent and representative, Assignor shall act in good faith
and in accordance with the Reasonably Prudent Operator Standard. It shall not be
a violation of such standard of conduct for Assignor (i) to sell Assignor's Net
Share of Gas or the Trust Gas to an Affiliate pursuant to any gas purchase
agreement or contract, or (ii) to delegate some or all of Assignor's duties as
the Trust's agent and representative to its Affiliates (so long as such
Affiliates perform in good faith and in accordance with the Reasonably Prudent
Operator Standard), with Assignor remaining liable to the Trust for the
performance of such Affiliates.

            (e) TERMINATION OF AUTHORITY. Assignor may not resign as the Trust's
agent and representative without the prior written consent of the Trustee on
behalf of the Trust, except that Assignor may resign as the Trust's agent and
representative without such consent with respect to any Subject Interests
assigned, sold, transferred, or conveyed by Assignor in accordance with the
terms of this Conveyance. If such sale is made subject to the Royalty Interest,
Assignor must cause the purchaser to assume the duties of the Trust's agent and

                                       14
<PAGE>

representative with respect to the Subject Interests acquired by that purchaser
and to be bound by the provisions of this Article IV.

      SECTION 4.03 DELIVERY OF SUBJECT GAS. Assignor (whether or not it is
serving as the Trust's agent and representative) shall deliver or cause to be
delivered Assignor's Net Share of Gas (including Trust Gas) to the purchasers
thereof into the pipelines to which the Wells producing such Gas are connected.

      SECTION 4.04 PROCESSING. Assignor may process Assignor's Net Share of Gas
(including Trust Gas) to remove liquid and liquefiable hydrocarbons and may
commit any of the Subject Interests (including the Royalty Interest attributable
thereto) to an agreement for processing minerals (pursuant to which, for
example, the plant owner or operator receives a portion of the Subject Gas or
plant products therefrom or proceeds of the sale thereof as a fee for
processing), so long as Assignor enters into such processing arrangements in
good faith and in accordance with the Reasonably Prudent Operator Standard. The
Trust shall be bound by such arrangements, shall permit Assignor's Net Share of
Gas (including the Trust Gas) to be processed by Assignor or its contractor, and
shall have no right to any liquid or liquefiable hydrocarbons obtained by such
processing or to the proceeds from the sale thereof. Trustee shall not, however,
be personally liable for any costs or risks associated with such processing
operations, but the Trust shall indirectly suffer the Btu reduction and volume
reductions associated with processing through corresponding reductions in the
Btu content and volumes of the Trust Gas.

                                    ARTICLE V
                                     PAYMENT

      SECTION 5.01 OBLIGATION TO PAY.

            (a) QUARTERLY DISTRIBUTION AMOUNT. At least 10 Business Days prior
to each Quarterly Record Date, Assignor shall prepare, in good faith, an
estimate of the cash to be paid to the Trust from (A) all of the proceeds
(including any interest earned thereon) to be paid to the Trust from the sale of
Trust Gas produced during such Computation Period; plus (B) all of the proceeds
(including any interest earned thereon) to be paid to the Trust from the sale of
Trust Gas, if any, produced during any prior Computation Period, to the extent
not previously taken into account for purposes of determining a Quarterly
Distribution Amount for any prior Computation Period, as such sum may be (x)
increased or decreased as a result of any adjustments to the estimates that were
previously made pursuant to this Section 5.01(a) for any prior Computation
Period that are necessary to accurately report the proceeds from the sale of
Trust Gas for such prior Computation Period, (y) increased by the amount of any
damages payable to the Trustee under Section 1.04(b) above (subject to the right
of set off in Section 1.04(c) above) during the most recently completed
Computation Period prior to such Quarterly Record Date and (z) decreased by any
Reserved Amounts as provided for in Section 5.04 below ("Quarterly Distribution
Amount"). At least 10 Business Days prior to each Quarterly Record Date,
Assignor shall notify the Trustee of the Quarterly Distribution Amount for the
most recently completed Computation Period.

                                       15
<PAGE>

            (b) THE OBLIGATION. After each Computation Period and on or before
the Quarterly Payment Date for that Computation Period, Assignor shall tender to
Trustee the Quarterly Distribution Amount with respect to the applicable
Computation Period. With respect to the final Computation Period, Assignor shall
tender to the Trustee all unexpended Reserved Amounts (together with any
interest accrued thereon).

            (c) QUARTERLY PAYMENT DATE. "Quarterly Payment Date" for each
Computation Period means the tenth (10th) day of the third calendar month after
the end of such Computation Period or, for the last Computation Period, the
seventy-fifth (75th) day after the Termination Date. If such day is not a
Business Day, the Quarterly Payment Date shall be the next Business Day.

            (d) NO SEGREGATED ACCOUNT. All amounts received by Assignor from the
sale of Assignor's Net Share of Gas and the Trust Gas, as applicable, for any
Computation Period shall be held by Assignor in one of its general bank accounts
and Assignor will not be required to maintain a segregated account for such
funds.

            (e) DISPUTED PROCEEDS. If Assignor receives any amounts of money
from the sale of Trust Gas, that is subject to controversy or, in the reasonable
opinion of Assignor, possible controversy, Assignor shall promptly deposit the
money with a Third Person escrow agent in a segregated interest-bearing account.
Such amount shall not be treated as a portion of Trust Proceeds so long as it
remains with such escrow agent, but shall be treated as a portion of the Trust
Proceeds, along with the accrued interest, when received from such escrow agent
and paid over to Trustee.

      SECTION 5.02 INTEREST ON PAST DUE PAYMENTS.

            (a) OBLIGATION TO PAY. Any Trust Proceeds or other amounts of money
not paid by Assignor to Trustee when due shall bear, and Assignor will pay,
interest at the Prime Interest Rate on the overdue amount commencing on the
sixth (6th) day after such due date until such amount is paid.

            (b) DEFINITION. "Prime Interest Rate" means the lesser of (i) the
rate of interest per annum publicly announced from time to time by JPMorganChase
Bank as its "prime rate" in effect at its principal office in New York City
(each change in the Prime Rate to be effective on the date such change is
publicly announced), with the understanding that such bank's "prime rate" may be
one of several base rates, may serve as a basis upon which effective rates are
from time to time calculated for loans making reference thereto, and may not be
the lowest of such bank's base rates or (ii) the maximum rate of interest
permitted under applicable Legal Requirement.

      SECTION 5.03 OVERPAYMENTS AND REFUNDS.

            (a) OVERPAYMENTS. If Assignor ever pays Trustee more than the amount
of money then due and payable to the Trust under this Conveyance, Trustee shall
not be obligated to return the overpayment, but Assignor may at any time
thereafter deduct from Trust Proceeds and retain for its own account an amount
equal to the overpayment, plus interest at the Prime

                                       16
<PAGE>

Interest Rate on such amount, commencing on the sixth (6th) day from the date of
the overpayment to the date such amount is recovered by Assignor from Trust
Proceeds.

            (b) REFUNDS. If Assignor is ever legally obligated to pay any Third
Person, including any gas purchaser or Governmental Authority, any refund,
interest, penalty, or other amount of money, because any payment of Trust
Proceeds received by Assignor for the account of Trustee exceeded, or allegedly
exceeded, the amount due or lawful under any applicable contract, Legal
Requirement, or other obligation, Assignor may thereafter deduct from Trust
Proceeds and retain for its own account an amount equal to such payment, plus
interest at the Prime Interest Rate on such amount, from the date of the payment
to the date such amount is recovered by Assignor from Trust Proceeds.

      SECTION 5.04 RESERVED AMOUNTS. At any time and from time to time under
this Conveyance, Assignor may set aside from Trust Proceeds (a) ninety percent
(90%) with respect to Subject Producing Lands and (b) fifty percent (50%) with
respect to Subject Development Lands of the amounts determined in good faith and
in accordance with the Reasonably Prudent Operator Standard necessary to pay,
when due, known or anticipated costs or liabilities (the "Reserved Amounts")
which may be incurred in future Computation Periods with respect to Taxes
assessed or levied with respect to a time period in excess of a calendar
quarter. As Reserved Amounts are expended by Assignor to cover applicable Taxes
in a Computation Period, Chargeable Costs shall be reduced in such Computation
Period by an amount equal to the Reserved Amounts so expended. In the event that
Assignor overestimates the cost of any Taxes for which it has set aside Reserved
Amounts, the excess amount shall be applied against any other Chargeable Costs
(which shall be reduced by an amount equal to such excess Reserved Amounts so
expended), or paid as Trust Proceeds on the Quarterly Payment Date following the
Computation Period in which it is determined that Assignor has set aside excess
Reserved Amounts.

                                   ARTICLE VI
                               RECORDS AND REPORTS

      SECTION 6.01 BOOKS, RECORDS, AND ACCOUNTS.

            (a) OBLIGATION TO MAINTAIN. Assignor shall maintain true and correct
books, records, and accounts of (i) all transactions required or permitted by
this Conveyance and (ii) the financial information necessary to effect such
transactions, including the financial information needed to calculate each
installment of Trust Proceeds.

            (b) RIGHT OF INSPECTION. Trustee or its representative, at the
Trust's expense, may inspect and copy such books, records, and accounts in the
offices of Assignor during normal business hours and upon reasonable notice.

      SECTION 6.02 STATEMENTS.

            (a) QUARTERLY STATEMENTS. On each Quarterly Payment Date, Assignor
shall deliver to Trustee a statement showing the computation of Trust Gas and
Trust Proceeds for the preceding Computation Period.

                                       17
<PAGE>

            (b) ANNUAL STATEMENTS. On the first Quarterly Payment Date after the
end of each calendar year and on the Quarterly Payment Date after the
Termination Date, such statement shall also show the computation of Trust
Proceeds for the preceding calendar year or, for the Quarterly Payment Date
after the Termination Date, for the portion of the calendar year from 7:00 a.m.
Eastern Time on January 1 of that same year through the Termination Date.

            (c) CONTENTS OF STATEMENTS. Without limiting the generality of the
foregoing provisions in this Section 6.02, each statement delivered by Assignor
to Trustee pursuant to this Section 6.02 shall state, for the relevant period,
(i) the total volumes of Subject Gas produced from the Subject Lands, (ii) the
total volumes of the Assignor's Net Share of Gas (together with calculations
that support the calculation of Assignor's Net Share of Gas), (iii) the total
volumes of Trust Gas (together with calculations that support the calculation of
Trust Gas), (iv) the applicable Sales Price (together with calculations that
support the calculation of the Sales Price), (v) the amount of Trust Proceeds
due and payable for the relevant period and (vi) the amounts of money, if any,
due and payable by any purchaser of the Subject Gas or the Trust Gas, the
nonpayment of which resulted in the payment to Trustee of less than Trust
Proceeds for the relevant period. Notwithstanding the preceding, Assignor shall
only be required to provide the preceding information on a aggregate basis.

      SECTION 6.03 THE TRUSTEE'S EXCEPTIONS TO QUARTERLY STATEMENTS. If Trustee
on behalf of the Trust takes exception to any item or items included in any
quarterly statement required by Section 6.02, Trustee must notify Assignor in
writing within sixty (60) days after Trustee's receipt of such quarterly
statement. Such Notice must set forth in reasonable detail the specific charges
complained of and to which exception is taken or the specific credits which
should have been made and allowed. Adjustments shall be made for all complaints
and exceptions that are justified. Notwithstanding anything to the contrary
herein, all matters reflected in Assignor's statements for the preceding
calendar year (or portion thereof) that are not objected to by Trustee in the
manner provided by this Section 6.03 shall be deemed correct as rendered by
Assignor to Trustee.

      SECTION 6.04 OTHER INFORMATION.

            (a) DISCLOSURE. At Trustee's request, subject to applicable
restrictions on disclosure and transfer of information, Assignor shall give
Trustee and its designated representatives (on behalf of the Trust) reasonable
access in Assignor's office during normal business hours to (i) all geological,
Well, and production data in Assignor's possession or Assignor's Affiliates'
possession, relating to operations on the Subject Interests and (ii) all reserve
reports and reserve studies in the possession of Assignor or of Assignor's
Affiliates, relating to the Subject Interests, whether prepared by Assignor, by
Assignor's Affiliates, or by consulting engineers.

            (b) DISCLAIMER OF WARRANTIES AND LIABILITY. Assignor makes no
representations or warranties about the accuracy or completeness of any such
data, reports, or studies and shall have no liability to Trustee, the Trust or
any other Person resulting from such data, studies, or reports.

                                       18
<PAGE>

            (c) NO ATTRIBUTION. Trustee shall not attribute to Assignor or such
consulting engineers any reports or studies or the contents thereof in any
securities filings or reports to owners or holders of interests in the Trust.

            (d) CONFIDENTIALITY. All information furnished to the Trustee and
its designated representatives pursuant to this Section 6.04 is confidential and
for the sole benefit of Trustee on behalf of the Trust and shall not be
disclosed by Trustee or its designated representatives to any other Person,
except to the extent that such information (i) is required in any report,
statement or testimony submitted to any Governmental Authority having or
claiming to have jurisdiction over Trustee or the Trust or submitted to bank
examiners or similar organizations or their successors, (ii) is required in
response to any summons or subpoena or in connection with any litigation, (iii)
is believed to be required in order to comply with any applicable Legal
Requirement to the Trustee or the Trust, (iv) was publicly available or
otherwise known to the recipient at the time of disclosure or (v) subsequently
becomes publicly available other than through any act or omission of the
recipient; provided, however, with respect to the disclosures with respect to
items (i), (ii) and (iii) above, Trustee will notify Assignor prior to any such
disclosure in order to provide Assignor an opportunity to seek to limit any such
required disclosure.

                                  ARTICLE VII
                    NO LIABILITY OF THE TRUSTEE OR THE TRUST

      Neither the Trustee nor the Trust shall be personally liable or
responsible under this Conveyance for any cost, risk, liability, or obligation
associated in any way with the ownership or operation of the Subject Lands, the
Subject Interests, the Wells, or the Subject Gas. The foregoing sentence does
not restrict the right of Assignor to deduct Chargeable Costs in calculating the
volumes of the Trust Gas or Trust Proceeds.

                                  ARTICLE VIII
                                   OPERATIONS

      SECTION 8.01 STANDARDS OF CONDUCT. Except as otherwise specifically
provided in this Conveyance, Assignor shall (a) operate and maintain the Subject
Interests and (b) make elections under each applicable lease, operating
agreement, unit agreement, contract for development, and other similar
instrument or agreement (including elections concerning abandonment of any Well
or release of any Subject Interest) in good faith and in accordance with the
Reasonably Prudent Operator Standard.

      SECTION 8.02 ABANDONMENT OF PROPERTIES. Nothing in this Conveyance shall
obligate Assignor to continue to operate any Well or to operate or maintain in
force or attempt to maintain in force any Subject Interest when such Well or
Subject Interest ceases to produce, or Assignor determines, in accordance with
Section 8.01 above, that such Well or Subject Interest is not capable of
producing Gas in paying quantities. The expiration of a Subject Interest in
accordance with the terms and conditions applicable thereto shall not be
considered to be a voluntary surrender or abandonment thereof.

                                       19
<PAGE>

      SECTION 8.03 INSURANCE. Assignor may, but is not required by this
Conveyance to, carry insurance on any Subject Interest or Well, or covering any
risk with respect thereto. Assignor shall never be liable to the Trustee or the
Trust on account of any injury or loss to the Subject Interests or any Well,
whether insurable or uninsurable, not covered by insurance. If Assignor elects
to carry insurance, the premiums shall not be included in Chargeable Costs, and
Assignor shall retain all proceeds of such insurance.

                                   ARTICLE IX
                             POOLING AND UNITIZATION

      SECTION 9.01 POOLING OF SUBJECT INTERESTS. Certain Subject Interests have
been, or may have been, heretofore pooled and unitized for the production of
Gas. Such Subject Interests are and shall be subject to the terms and provisions
of the applicable pooling and unitization agreements, and the Royalty Interest
in each pooled or unitized Subject Interest shall apply to and affect only the
Gas produced from such units that accrues to such Subject Interest under and by
virtue of the applicable pooling and unitization agreements.

      SECTION 9.02 POOLING AND UNITIZATION.

            (a) RIGHT TO POOL. Assignor has the exclusive right and power (as
between Assignor and the Trustee), exercisable only during the period provided
in Section 9.03, to pool or unitize any Subject Interest and to alter, change,
amend, or terminate any pooling or unitization agreements heretofore or
hereafter entered into, as to all or any part of the Subject Lands, as to any
one or more of the formations or horizons, and as to any Gas, upon such terms
and provisions as Assignor shall in its sole discretion deem appropriate.

            (b) EFFECT OF POOLING. If and whenever through the exercise of such
right and power, or pursuant to any Legal Requirement now existing or hereafter
enacted or promulgated, any Subject Interest is pooled or unitized in any
manner, the Royalty Interest, insofar as it affects such Subject Interest, shall
also be pooled and unitized, and such Royalty Interest in such Subject Interest
shall apply to and affect only the Gas production that accrues to such Subject
Interest under and by virtue of the applicable pooling and unitization agreement
or order. It shall not be necessary for the Trustee to agree to, consent to,
ratify, confirm or adopt any exercise of pooling or unitization of any Subject
Interest by Assignor.

      SECTION 9.03 APPLICABLE PERIOD. Assignor's powers and rights in Section
9.02 shall be exercisable only during the period of the life of the last
survivor of the descendants of the signers of the Declaration of Independence
living on the date of execution hereof, plus twenty-one (21) years after the
death of such last survivor, or the Term of this Conveyance, whichever period
shall first expire.

                                   ARTICLE X
                              GOVERNMENT REGULATION

      SECTION 10.01 LEGAL REQUIREMENTS. All obligations of Assignor under this
Conveyance are, and shall be, subject to all applicable Legal Requirements and
the instruments, documents, and agreements creating the Subject Interests.

                                       20
<PAGE>

      SECTION 10.02 FILINGS. Assignor shall use its reasonable discretion in
making filings for itself and on behalf of the Trust with any Governmental
Authority having jurisdiction with respect to matters affecting the Subject
Interests, the Subject Lands, or the Subject Gas.

                                   ARTICLE XI
                    ASSIGNMENT AND SALE OF SUBJECT INTERESTS

      SECTION 11.01 ASSIGNMENT BY ASSIGNOR SUBJECT TO ROYALTY INTEREST.

            (a) RIGHT TO SELL. Assignor may from time to time Transfer,
mortgage, or pledge the Wells, the Subject Interests, or any part thereof or
undivided interest therein, subject to the Royalty Interest and this Conveyance.
Assignor shall cause the assignee, purchaser, transferee, grantee, mortgagee, or
pledgee of any such transaction to take the affected Subject Interests subject
to the Royalty Interest and this Conveyance and, from and after the actual date
of any such Transfer, to assume Assignor's obligations under this Conveyance
with respect to such Subject Interests.

            (b) EFFECT OF SALE. From and after the actual date of any such
Transfer by Assignor, Assignor shall be relieved of all obligations,
requirements, and responsibilities arising under this Conveyance with respect to
the Subject Interests Transferred, except for those that accrued prior to such
date.

            (c) ALLOCATION OF CONSIDERATION. Trustee is not entitled to receive
any share of the sales proceeds received by Assignor in any transaction
permitted by this Section 11.01.

            (d) SEPARATE INTEREST. Effective on the effective date of any
Transfer of any Subject Interest subject to this Section 11.01, Trust Gas and
Trust Proceeds shall thereafter be computed separately with respect to such
Subject Interests, and the assignee, buyer, transferee, or grantee of such
Subject Interests shall thereafter serve as the Trust's agent and representative
under Article IV with respect to such interests and shall pay all corresponding
Trust Proceeds directly to Trustee.

      SECTION 11.02 SALE AND RELEASE OF PROPERTIES.

            (a) TRANSFER. Assignor may from time to time, Transfer the Wells,
the Subject Interests, or any part thereof or undivided interest therein, free
of the Royalty Interest and the Conveyance provided that:

                  (i) no Well may be transferred where the production of Gas
      from such Well for the twelve (12) months immediately preceding the
      proposed sale date for such Well exceeds one quarter of one percent
      (0.25%) of the total production of Total Subject Gas for the twelve (12)
      months immediately preceding the proposed sale date for such Well;

                  (ii) there shall not be more than five (5) Wells Transferred
      collectively under the Trust Conveyances during any consecutive twelve
      (12) month period;

                                       21
<PAGE>

                  (iii) in connection with any such Transfer, the Trust shall
      receive as compensation for the release of its Royalty Interest in the
      Well or Subject Interest the Fair Value of the Royalty Interests so
      released; and

                  (iv) the aggregate fair market value of all Royalty Interests
      released pursuant to Section 11.02 of each of the Trust Conveyances during
      any consecutive twelve (12) month period shall not exceed $500,000.

            (b) PAYMENTS. In connection with any Transfer pursuant to this
Section 11.02, Assignor shall remit to the Trust an amount equal to the Fair
Value of the Royalty Interest being released. Assignor shall make such payment
to the Trust on the Quarterly Payment Date for the Computation Period in which
Assignor receives the payment with respect to any such Transfer of the Subject
Interest.

            (c) RELEASE. In connection with any Transfer provided for in Section
11.02(a), Trustee on behalf of the Trust shall, on request, execute,
acknowledge, and deliver to Assignor a recordable instrument (reasonably
acceptable to Assignor) that releases the Royalty Interest with respect to the
Well and the related Subject Interests and Subject Lands being Transferred.

            (d) EFFECT OF SALE. From and after the actual date of any such
Transfer by Assignor, Assignor and any assignee, purchaser, transferee or
grantee of such Subject Interest shall be relieved of all obligations,
requirements, and responsibilities arising under the Royalty Interest or this
Conveyance with respect to the Well or Subject Interests Transferred, except for
those that accrued prior to such date.

      SECTION 11.03 RELEASE OF OTHER PROPERTIES.

            (a) PRIOR REVERSIONARY INTERESTS. In the event that any Person
notifies Assignor that pursuant to a Prior Reversionary Interest that Assignor
is required to convey any of the Subject Interests to such Person or cessate
production from any Well, Assignor may provide such conveyance with respect to
such Subject Interest or permanently cessate Production from any such Well.

            (b) PAYMENTS. In the event that Assignor receives compensation
pursuant to any Prior Reversionary Interest in connection with any conveyance or
permanent cessation of production from any Well, Assignor shall remit to the
Trust an amount equal to the product of (x) such amount actually received by
Assignor with respect to such reconveyance or permanent cessation of production
and (y) a fraction the numerator of which is (A) the Fair Value of the Royalty
Interest released and the denominator of which is (B) the Fair Value of the
Subject Interest that is being released. Assignor shall make such payment to the
Trust on the Quarterly Payment Date for the Computation Period in which Assignor
receives such payment.

            (c) RELEASE FOR PRIOR REVERSIONARY INTERESTS. In connection with any
conveyance or permanent cessation of production provided for in Section 11.03(a)
above, Trustee on behalf of the Trust shall, on request, execute, acknowledge,
and deliver to Assignor a recordable instrument (reasonably acceptable to
Assignor) that releases the Royalty Interest and this Conveyance with respect to
any such Well or Subject Interests.

                                       22
<PAGE>

            (d) EFFECT OF PRIOR REVERSIONARY INTERESTS. From and after the
actual date of any conveyance or permanent cessation of production provided for
in Section 11.03(a), Assignor and any assignee, purchaser, transferee or grantee
of such Subject Interest shall be relieved of all obligations, requirements, and
responsibilities arising under the Royalty Interest or this Conveyance with
respect to the Subject Interests Transferred, except for those that accrued
prior to such date.

      SECTION 11.04 FARMOUTS.

            (a) FARMOUT. Assignor may from time to time enter into Farmout
Agreements with Third Persons with respect to the Subject Interest. In the event
that Assignor enters into any Farmout Agreement with a Third Person, the Royalty
Interest and this Conveyance shall only burden Assignor's retained interest in
the Subject Interest after giving effect to any interest in the Subject Interest
that a counterparty to the Farmout Agreement may earn under such Farmout
Agreement. Only the Assignor's retained interest in the Subject Interest will
count towards the Assignor's obligation to drill Development Wells under the
Development Agreement.

            (b) RELEASE. In connection with Assignor entering into any Farmout
Agreement, Trustee on behalf of the Trust shall, upon request, execute,
acknowledge, and deliver to Assignor a recordable instrument (reasonably
acceptable to Assignor) that releases the Royalty Interest and this Conveyance
with respect to the Subject Interests being Transferred pursuant to such Farmout
Agreement; provided, the Royalty Interest shall still burden the Subject
Interest retained by Assignor.

      SECTION 11.05 TRANSFER OF SUBJECT DEVELOPMENT LANDS. Assignor will not
Transfer any Completed Development Well or any of the Subject Interests
comprising a part of the Subject Development Lands pursuant to Sections 11.01
and 11.02 prior to Assignor satisfying the drilling obligations under Section
2.01 of the Development Agreement.

      SECTION 11.06 CHANGE IN OWNERSHIP.

            (a) OBLIGATION TO GIVE NOTICE. No change of ownership or of the
right to receive payment of the Royalty Interest, or of any part thereof,
however accomplished, shall bind Assignor until notice thereof is furnished to
Assignor by the Person claiming the benefit thereof, and then only with respect
to payments made after such Notice is furnished.

            (b) NOTICE OF SALE. Notice of sale, transfer, conveyance, or
assignment shall consist of a certified copy of the recorded instrument
accomplishing the same.

            (c) NOTICE OF OTHER CHANGES OF OWNERSHIP. Notice of change of
ownership or of the right to receive payment accomplished in any other manner
(e.g., by dissolution of the Trust) shall consist of certified copies of
recorded documents and complete proceedings legally binding and conclusive of
the rights of all Persons.

            (d) EFFECT OF LACK OF NOTICE. Until such Notice accompanied by such
documentation is furnished to Assignor in the manner provided above, Assignor
may, at Assignor's election, either (i) continue to pay or tender all sums
payable on the Royalty Interest in the same manner provided in this Conveyance,
precisely as if no such change in interest or

                                       23
<PAGE>

ownership or right to receive payment had occurred or (ii) suspend payment of
Trust Proceeds without interest until such documentation is furnished.

            (e) EFFECT OF NONCONFORMING NOTICES. The kinds of Notice provided by
this Section 11.03(d) shall be exclusive, and no other kind, whether actual or
constructive, shall bind Assignor.

      SECTION 11.07 ONE PAYEE. Assignor shall never be obligated to pay Trust
Proceeds to more than one Person. If more than one Person is ever entitled to
receive payment of any part of the Trust Proceeds, Assignor may suspend payments
of all Trust Proceeds until the concurrent owners or claimants of the Royalty
Interest or the right to receive payment of Trust Proceeds appoint one Person in
writing to receive all payments of Trust Proceeds on their behalf. Assignor may
thereafter conclusively rely upon the authority of that Person to receive
payments of Trust Proceeds and shall be under no further duty to inquire into
the authority or performance of such Person.

      SECTION 11.08 RIGHTS OF MORTGAGEE. If Trustee executes a mortgage or deed
of trust covering all or part of the Royalty Interest, the mortgagees or
trustees therein named or the holders of any obligation secured thereby shall be
entitled, to the extent that such mortgage or deed of trust so provides, to
exercise the rights, remedies, powers, and privileges conferred upon Trustee by
this Conveyance and to give or withhold all consents required to be obtained
from Trustee. This Section 11.08 shall not be deemed or construed to impose upon
Assignor any obligation or liability undertaken by the Trustee under such
mortgage or deed of trust or under the obligation secured thereby.

                                  ARTICLE XII
                                    AMI AREA

      SECTION 12.01 ADDITIONAL LEASES. In the event that Assignor acquires any
additional leases ("Additional Lease") other than the Subject Interests in the
AMI Area prior to Assignor's satisfaction of Assignor's drilling requirements in
Section 2.01 of the Development Agreement, Assignor and Trustee shall execute,
acknowledge, and deliver an instrument that amends this Conveyance so that such
Additional Lease will be subject to the Royalty Interest and be part of the
Subject Interests and Subject Lands hereunder.

      SECTION 12.02 NO DRAINAGE. Subsequent to the satisfaction of Assignor's
drilling requirements in Section 2.01 of the Development Agreement, neither
Assignor nor any of its Affiliates shall drill any Gas well within one thousand
feet (1,000') of any Well which produces oil or gas from the same formations or
horizons as any Well situated within said distance.

                                  ARTICLE XIII
                                  FORCE MAJEURE

      SECTION 13.01 NONPERFORMANCE. Assignor shall not be responsible to Trustee
for any loss or damage to Trustee resulting from any delay in performing or
failure to perform any obligation under this Conveyance (other than Assignor's
obligation to make payments of Trust Proceeds to Trustee) to the extent such
failure or delay is caused by Force Majeure.

                                       24
<PAGE>

      SECTION 13.02 FORCE MAJEURE. "Force Majeure" means any of the following,
to the extent they are not caused solely by the breach by Assignor of its duty
to perform certain obligations under this Conveyance in accordance with the
Reasonably Prudent Operator Standard:

            (a) act of God, fire, lightning, landslide, earthquake, storm,
hurricane, hurricane warning, flood, high water, washout, tidal wave, or
explosion;

            (b) strike, lockout, or other similar industrial disturbance, act of
the public enemy, war, military operation, blockade, insurrection, riot,
epidemic, arrest or restraint of Governmental Authority or people, or national
emergency;

            (c) the inability of the Assignor to acquire, or the delay on the
part of any Third Person (other than an Affiliate of the Assignor) in acquiring,
materials, supplies, machinery, equipment, servitudes, right-of-way grants,
easements, permits, or licenses, or approvals or authorizations by regulatory
bodies needed to enable such Party to perform hereunder;

            (d) any breakage of or accident to machinery, equipment, or lines of
pipe, the repair, maintenance, improvement, replacement, alteration to a plant
or line of pipe or related facility, the testing of machinery, equipment or line
of pipe, or the freezing of a line of pipe;

            (e) any Legal Requirement or the affected Party's compliance
therewith; or

            (f) any other cause, whether similar or dissimilar to the causes
enumerated in (a) through (e) above, not reasonably within the control of
Assignor.

      SECTION 13.03 FORCE MAJEURE NOTICE. Assignor will give Trustee a Notice of
each Force Majeure as soon as reasonably practicable after the occurrence of the
Force Majeure.

      SECTION 13.04 REMEDY. Assignor will use its reasonable efforts to remedy
each Force Majeure and resume full performance under this Conveyance as soon as
reasonably practicable, except that the settlement of strikes, lockouts, or
other labor disputes shall be entirely within the discretion of Assignor.

                                  ARTICLE XIV
                                     NOTICE

      SECTION 14.01 DEFINITION. "Notice" means any notice, advice, invoice,
demand, or other communication required or permitted by this Conveyance.

      SECTION 14.02 WRITTEN NOTICE. Except as otherwise provided by this
Conveyance, each Notice shall be in writing.

      SECTION 14.03 METHODS OF GIVING NOTICE. Notice may be given by any
reasonable means, including telecopier, hand delivery, overnight courier, and
United States mail.

                                       25
<PAGE>

      SECTION 14.04 CHARGES. All Notices shall be properly addressed to the
recipient, with all postage and other charges being paid by the Party giving
Notice.

      SECTION 14.05 EFFECTIVE DATE. Notice shall be effective when actually
received by the Party being notified.

      SECTION 14.06 ADDRESSES. The addresses of the Parties for purposes of
Notice are the addresses in the Introduction to this Conveyance.

      SECTION 14.07 CHANGE OF ADDRESS. Either Party may change its address to
another address within the continental United States by giving ten (10) days'
Notice to the other Party.

                                   ARTICLE XV
                                OTHER PROVISIONS

      SECTION 15.01 SUCCESSORS AND ASSIGNS. Subject to the limitation and
restrictions on the assignment or delegation by the Parties of their rights and
interests under this Conveyance, this Conveyance binds and inures to the benefit
of Assignor, Trustee, the Trust and their respective successors, assigns, and
legal representatives.

      SECTION 15.02 GOVERNING LAW. Insofar as permitted by otherwise applicable
Legal Requirements, this Conveyance shall be construed under and governed by the
laws of the State of West Virginia (excluding choice of law and conflict of law
rules); provided, however, that, with respect to any portion of the Subject
Interests located outside of the State of West Virginia, the laws of the place
in which such Subject Interests is located in, shall apply to the creation of
the Royalty Interest.

      SECTION 15.03 CONSTRUCTION OF CONVEYANCE. In construing this Conveyance,
the following principles shall be followed:

            (a) no consideration shall be given to the captions of the articles,
sections, subsections, or clauses, which are inserted for convenience in
locating the provisions of this Conveyance and not as an aid in its
construction;

            (b) no consideration shall be given to the fact or presumption that
one Party had a greater or lesser hand in drafting this Conveyance;

            (c) the word "includes" and its syntactical variants mean "includes,
but is not limited to" and corresponding syntactical variant expressions;

            (d) a defined term has its defined meaning throughout this
Conveyance, regardless of whether it appears before or after the place in this
Conveyance where it is defined;

            (e) the plural shall be deemed to include the singular, and vice
versa; and

            (f) each exhibit, attachment, and schedule to this Conveyance is a
part of this Conveyance, but if there is any conflict or inconsistency between
the main body of this

                                       26
<PAGE>

Conveyance and any exhibit, attachment, or schedule, the provisions of the main
body of this Conveyance shall prevail.

      SECTION 15.04 NO WAIVER. Failure of either Party to require performance of
any provision of this Conveyance shall not affect either Party's right to
require full performance thereof at any time thereafter, and the waiver by
either Party of a breach of any provision hereof shall not constitute a waiver
of a similar breach in the future or of any other breach or nullify the
effectiveness of such provision.

      SECTION 15.05 RELATIONSHIP OF PARTIES. This Conveyance does not create a
partnership, mining partnership, joint venture, or relationship of trust or
agency (except with respect to Assignor's agency relationship with respect to
those matters set forth in Articles IV and V above) between the Parties.

      SECTION 15.06 PROPORTIONATE REDUCTION. In the event of failure or
deficiency in title to any Well or Subject Interest, the portion of the Subject
Gas production attributable thereto shall be reduced in the same proportion that
such Well or Subject Interest is reduced by such failure or deficiency. Such
proportionate reduction of the Royalty Interest shall not limit Trustee's right
to recover damages with respect to such reduction under the warranty given by
Assignor in Section 1.04(a).

      SECTION 15.07 FURTHER ASSURANCES. Each Party shall execute, acknowledge,
and deliver to the other Party all additional instruments and other documents
reasonably required to describe more specifically any interests subject hereto,
to vest more fully in Trustee the Royalty Interest conveyed (or intended to be
conveyed) by this Conveyance, or to evidence or effect any transaction
contemplated by this Conveyance. Assignor shall also execute and deliver all
additional instruments and other documents reasonably required to transfer
interests in state, federal, or Indian lease interests in compliance with
applicable Legal Requirements or agreements. Upon expiration of the Term, the
Trustee shall, on request, execute, acknowledge and deliver to Assignor
sufficient numbers of recordable instruments releasing all of the Subject Lands
from this Conveyance.

      SECTION 15.08 THE 7:00 A.M. CONVENTION. Except as otherwise provided in
this Conveyance, each calendar day, month, quarter, and year shall be deemed to
begin at 7:00 a.m. Eastern Time on the stated day or on the first day of the
stated month, quarter, or year, and to end at 7:00 a.m. Eastern Time on the next
day or on first day of the next month, quarter, or year, respectively.

      SECTION 15.09 COUNTERPART EXECUTION.

            (a) MULTIPLE COUNTERPARTS. Multiple counterparts of the Conveyance
have been recorded in the counties of the Commonwealth/State of
____________________ where the Subject Lands are located. The counterparts are
identical except to facilitate recordation, the counterpart recorded in each
county may contain property descriptions relating only to the Subject Lands
located in that county. A counterpart of the Conveyance containing all property
descriptions of Subject Lands in the Commonwealth/State of ___________________
will be filed for record in _________________ County, _____________________.

                                       27
<PAGE>

            (b) MULTIPLE COUNTIES. If any Subject Lands are located in more than
one county, the description of such Subject Lands may be included in any one or
more counterparts prepared for recordation in separate counties, but the
inclusion of the same property description in more than one counterpart of this
Conveyance shall not be construed as having effected any cumulative, multiple,
or overlapping interest in the Subject Lands in question.

SECTION 15.10 PRESENT AND ABSOLUTE CONVEYANCE. It is the express intention of
Assignor and Trustee that the Royalty Interest is, and shall be construed for
all purposes as, a present, fully-vested and absolute conveyance.

SECTION 15.11 LIMITATION OF LIABILITY. It is expressly understood and agreed by
the parties hereto that (a) this Agreement is executed and delivered by the
Trustee not individually or personally, but solely as Trustee in the exercise of
the powers and authority conferred and vested in it and (b) under no
circumstances shall the Trustee be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the Trust
under this Agreement.

                  [Remainder of page intentionally left blank.]

                                       28
<PAGE>

      IN WITNESS WHEREOF, each Party has caused this Conveyance to be executed
in its name and behalf and delivered on the date or dates stated in the
acknowledgment certificates appended to this Conveyance, to be effective as of
the Effective Time.

ATTEST:                               ENERGY CORPORATION OF
                                      AMERICA

[SEAL]

By: __________________________        By: _______________________
Name: ________________________        Name: _____________________
Title:  Secretary                     Title: ____________________

ATTEST:                               EASTERN AMERICAN ENERGY
                                      CORPORATION
[SEAL]

By: __________________________        By: _______________________
Name: ________________________        Name: _____________________
Title:  Secretary                     Title: ____________________

ATTEST:                               ALLEGHENY & WESTERN ENERGY
                                      CORPORATION
[SEAL]

By: __________________________        By: _______________________
Name: ________________________        Name: _____________________
Title:  Secretary                     Title: ____________________

ATTEST:                               ______________, in its capacity as trustee
                                      for the Appalachian Gas Royalty Trust and
[SEAL]                                not individually

By: __________________________        By: _______________________
Name: ________________________        Name: _____________________
Title:  Secretary                     Title: ____________________

Prepared by:

_________________________

_________________________

_________________________

_________________________

_________________________

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<PAGE>

THE STATE OF _____________   Section

                             Section

COUNTY OF ______________     Section

      On this, the ______ day of _________, 2005, before me ____________, a
Notary public, personally appeared ____________, who acknowledged himself to be
the _________ of Energy Corporation of America, a West Virginia corporation, and
that he as such _________, being authorized to do so, executed the foregoing
instrument for the purposes therein contained by signing the name of the
corporation by himself as _______________.

      In witness whereof, I hereunto set my hand and official seal.

[SEAL]                                      ____________________________________

My Commission Expires: _________________

THE STATE OF _____________   Section

                             Section

COUNTY OF ______________     Section

      On this, the ______ day of _________, 2005, before me ____________, a
Notary public, personally appeared ____________, who acknowledged himself to be
the _________ of Eastern American Energy Corporation, a West Virginia
corporation, and that he as such _________, being authorized to do so, executed
the foregoing instrument for the purposes therein contained by signing the name
of the ________________ by himself as _______________.

      In witness whereof, I hereunto set my hand and official seal.

[SEAL]                                      ____________________________________

My Commission Expires: _________________

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<PAGE>

THE STATE OF _____________   Section

                             Section

COUNTY OF ______________     Section

      On this, the ______ day of _________, 2005, before me ____________, a
Notary public, personally appeared ____________, who acknowledged himself to be
the _________ of Allegheny & Western Energy Corporation, a West Virginia
corporation, and that he as such _________, being authorized to do so, executed
the foregoing instrument for the purposes therein contained by signing the name
of the ________________ by himself as _______________.

      In witness whereof, I hereunto set my hand and official seal.

[SEAL]                                      ____________________________________

My Commission Expires: _________________

THE STATE OF _____________   Section

                             Section

COUNTY OF ______________     Section

      On this, the _____ day of _____________, 2005, before me _____________, a
Notary public, personally appeared ________________, who acknowledged himself to
be the ______________ of ___________________, a _________ trust corporation and
Trustee of the Appalachian Gas Royalty Trust, and that he as such
______________, being authorized to do so, executed the foregoing instrument for
the purposes therein contained by signing the name of the corporation by himself
as _____________.

      In witness whereof, I hereunto set my hand and official seal.

[SEAL]                                      ____________________________________

My Commission Expires: _________________

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                            CERTIFICATE OF RESIDENCE

      The ___________________, as grantee and Trustee hereunder, hereby
certifies that its precise address is:

                __________________________
                __________________________
                __________________________
                __________________________
                Attention: _______________

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