Exhibit 10.2
                                
                                
                                
                                
                      ALLEGHENY AND WESTERN
                                
                         RAILWAY COMPANY
                                
                                
                               AND
                                
                                
                                
                 BUFFALO, ROCHESTER & PITTSBURGH
                                
                         RAILWAY COMPANY
                                
                                
                                
                                
                         --------------
                                
                                
                                
                                
                                
                                
                                
                         CONTRACT DATED
                       15TH JANUARY, 1900
                                











     WHEREAS, the ALLEGHENY & WESTERN RAILWAY COMPANY  and the
BUFFALO, ROCHESTER& PITTSBURGH RAILWAY COMPANY by Indenture,
bearing date the 1st day of October, 1898, entered into a certain
contract wherein and whereby said Allegheny & Western railway
Company granted, demised and leased to said Buffalo, Rochester &
Pittsburgh Railway all and singular the railway of said Allegheny
& Western Railway Company, known as the Allegheny & Western
Railway, and which extends from a point at or near Clayville,
Jefferson Co., to a point connecting with the Pittsburgh &
Western Railway and the Pittsburgh, Bessemer & Lake Erie Railroad
in Butler Township, Butler County, all in the state of
Pennsylvania, a distance of about sixty-two miles, and also
certain appurtenances to said railway, and also certain rights in
said Indenture more particularly described:
     AND WHEREAS, since the date of said Indenture, the Allegheny
and Western Railway Company, with the consent and at the request
of the Buffalo, Rochester & Pittsburgh Railway Company, has
expended and contracted to expend upon the construction and
equipment of its railway a sum exceeding by four hundred thousand
dollars the proceeds of two million dollars ($2,000,000) first
mortgage bonds of the Allegheny & Western Railway Company, and
twenty-five thousand shares, of the par value of one hundred
dollars a share of the capital stock of the Allegheny and Western
Railway Company;
     NOW THEREFORE, it is mutually agreed:
     1.   The Allegheny & Western Railway Company shall forthwith
increase its capital stock to and by the amount of ten thousand
shares of one hundred dollars each, and certificates shall
forthwith be issued and delivered by the Allegheny &Western
Railway Company, with the consent of the Buffalo, Rochester &
Pittsburgh Railway Company, to subscribers for said shares at or
over par to an amount sufficient to pay the sums already expended
or which, with the consent of the Buffalo, Rochester & Pittsburgh
railway company, shall hereafter be expended upon the
construction and equipment of the Allegheny & Western Railway.
     2.   All and singular the provisions of said Indenture of
the 1st of October, 1898, with respect to the payment and
guarantee of dividends at the rate of six per cent. on the stock
of the Allegheny & Western Railway company therein mentioned, and
all other provisions thereof, shall apply to and be considered as
including and referring to and covering the ten thousand shares
herein provided for and such an amount of said ten thousand
shares as shall at any time be outstanding, the same as if the
said Indenture had described and stated thirty-five thousand
shares of capital stock instead of twenty-five thousand shares of
capital stock; and the rent reserved and promised to be paid in
and by said Indenture shall from and after the date hereof be and
become the sum of two hundred and ten thousand dollars ($210,000)
for and on account of the payment of dividends on capital stock
or so much thereof as shall be equal to the sum of six per cent.
on the capital stock of the Allegheny & Western Railway Company
which shall be at any time outstanding, the same as if the said
Indenture had stated that the rent reserved was first the sum of
two hundred and ten thousand dollars ($210,000) for the payment
of dividends at the rate of six percent. per annum on three
million five hundred thousand dollars of capital stock of the
Allegheny & Western Railway Company or on so much thereof as
shall at any time be outstanding.
     Said Indenture is hereby amended as of the date hereof so as
to describe the capital stock of the Allegheny & Western Railway
Company as being in amount three million five hundred thousand
dollars, or so much thereof as shall at any time be outstanding,
instead of two million five hundred thousand dollars, and in all
other respects is hereby ratified and confirmed.

           WITNESS the seals of the respective corporations
             above named and the hands of the Presidents thereof
             this fifteenth day of January, one thousand nine
             hundred:
           
                            ALLEGHENY AND WESTERN RAILWAY COMPANY,

                            By   (signed) C.H. McCauley
                                                President.
[SEAL.]
     Attest:
       (signed) Jno. G. Whitmore
                        Secretary.

                            BUFFALO, ROCHESTER & PITTSBURGH RAILWAY COMPANY

                            By   (signed) A. G. Yates
                                                President.
[SEAL.]
     Attest:
       (signed) J. H. Hocart
                        Secretary.



STATE OF PENNSYLVANIA    )
                    -   SS.:
     County of Elk       )

     Be it remembered that on the 17th day of January, 1900,
before me a Notary Public personally came John G. Whitmore, who
being duly sworn according to law, doth depose and say that he
was personally present and did see the common or corporate seal
of the above-named Allegheny & Western Railway Company affixed to
the foregoing indenture.  That the seal so affixed is the common
or corporate seal of the said Allegheny and Western Railway
Company, and was so affixed by the authority of the said
corporation as the act and deed thereof.  That the above-named C.
H. McCauley is the President of the said Corporation and did sign
the said Indenture as such in presence of this deponent.  That
this deponent is the Secretary of said corporation, and that the
name of this deponent above signed in attestation of the due
execution of the said indenture is of this deponent's own proper
handwriting.

Sworn to and subscribed

   before me


     (signed) H. L. Moore
              Notary Public


STATE OF NEW YORK   )
                    -   SS.:
     County of New York  )

     Be it remembered that on the 19th day of January 1900,
before me H. L. Brayward personally came John H. Hocart, who
being duly sworn according to law doth depose and say that he was
personally present and did see the common or corporate seal of
the above-named Buffalo Rochester & Pittsburgh Railway Company,
affixed to the foregoing Indenture.  That the seal so affixed is
the common or corporate seal of the said Buffalo, Rochester &
Pittsburgh Railway Company, and was so affixed by the authority
of the said Corporation as the act and deed thereof.  That the
above-named Arthur G. Yates is the President of the said
Corporation, and did sign the said Indenture as such in the
presence of this deponent.  That this deponent is the Secretary
of said Corporation, and that the name of this deponent above
signed in attestation of the due execution of the said Indenture
is of this deponent's own proper handwriting.


Sworn to and subscribed

   before me this

   19th day of January, 1900

     (signed) H. L. Brayward
              Notary Public