Exhibit 10.1

     THIS INDENTURE, made the first day of October 1898, between
the ALLEGHENY AND WESTERN RAILWAY COMPANY, first party, and the
BUFFALO, ROCHESTER, & PITTSBURGH RAILWAY COMPANY, second party,
witnesseth:

     WHEREAS, first party owns and operates a certain railroad
known as the Allegheny & Western Railway, running from a point at
or near Clayville, Jefferson County, 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

     WHEREAS, the said Allegheny and Western Railway and said
Buffalo, Rochester & Pittsburgh Railway united constitute a
continuous line of railroad; and it is for the common benefit of
said parties that the railroad of the first party should be
leased to and operated by second party;

     NOW, THEREFORE, first party, in consideration of the rents,
covenants, and agreements hereinafter mentioned, has granted,
demised and leased, and by these presents doth grant, demise and
lease unto second party, all and singular, the railroad of the
first party known as the Allegheny & Western Railway and which
extends from a point near Clayville, Jefferson County, to a point
connecting with the Pittsburgh and Western Railway and the
Pittsburgh, Bessemer & Lake Erie Railroad in Butler Township,
Butler County, all in the State of Pennsylvania, and being a
distance of about sixty-two miles; together with the equipment of
said railroad, and all sidings connected therewith; also all
lands, real estate, right of way, railroads, tracks, bridges,
culverts, fences, depots, tanks, turntables, shops, buildings,
structures, cars, rolling stock, fixtures, locomotives, engines
and all other property and rights, of every kind and character
real, personal and mixed whatsoever and wheresoever situate,
appertaining to said railroad, and to which first party is wholly
or in part or in any manner entitled.

     Also, all and singular, the rights, powers and privileges
which have been or may be granted to or conferred upon, or which
may be used or exercised by first party, to have and to hold,
use, enjoy, possess and exercise all and singular, the property,
things, rights, powers and privileges hereby leased and demised,
with the hereditaments and appurtenances thereunto belonging or
in any wise appertaining unto second party, its successors, and
assigns, from the 1st day of October, 1899, for and during the
full term of the corporate existence of said first party, and
during the full term of any and all renewals of the charter of
the first party; second party, its successors and assigns,
yielding and paying therefor unto first party, its successors and
assigns yearly and every year during the said term hereby
granted, the yearly rent hereinafter specified, at the time and
in the manner hereinafter specified, and keeping and performing
all and singular the covenants and agreements hereinafter set
forth, to be by second party kept and performed.

     ARTICLE 1.     The annual rent hereby reserved shall be paid
in gold coin of the United States of America, or present standard
of weight and fineness, or its equivalent.
     The amount of the annual rent shall be:

     1.   One hundred and fifty thousand dollars or so much
thereof as shall be equal to the sum of six per cent. on the
capital stock of the Allegheny and Western Railway Company which
shall at any time be outstanding not exceeding twenty-five
thousand shares of stock of the par value of one hundred dollars
a share; which said sum of one hundred and fifty thousand dollars
or less as aforesaid, shall be paid by second party to first
party for the benefit and use of the holders of so much of the
capital stock of first party not exceeding $2,500,000 par value
as shall at any time be outstanding.  Said sum shall be paid semi-
annually, to wit:  The one-half thereof being $75,000, or less as
aforesaid on the 1st day of January and the other half thereof
being $75,000, or less as aforesaid on the 1st day of July in
each and every year during the continuance of this lease; and

     2.   The sum of one hundred thousand dollars or so much
thereof as may be necessary to pay the interest at the rate of
four per cent. per annum on the first mortgage bonds of first
party which may be issued and may be outstanding to an amount not
to exceed two million five hundred thousand dollars ($2,500,000),
and which said sum of one hundred thousand dollars ($100,000) or
so much thereof as may be necessary as aforesaid, shall be paid
by assuming and paying to the holders of the first mortgage bonds
of first party to the amount of not to exceed two million five
hundred thousand dollars ($2,500,000), the semi-annual interest
thereon at the rate of four per cent. per annum.

     The said rent shall be paid at the office or agency for the
time being of second party in the city of New York, except in any
case first party shall designate in writing a different place in
the city of New York for the payment of any installment, in which
case, payment of such installment shall be made at the place so
designated.

     Said payment shall be made free from any tax of any kind,
character or description assessed by the United States or State
of Pennsylvania, or local authority, the collection of which
shall be made or directed to be made by or through the means or
agency of either first or second party. Any such tax shall be
paid by second party as part of the rent hereby reserved.

     When second party shall have paid interest on said bonds to
the persons entitled thereto, second party shall furnish to first
party due evidence thereof, and shall cancel and deliver the paid
coupons.

     When second party shall have paid to first party the portion
of said rent to be applied by first party to the payment of
dividends to its stockholders, first party shall furnish second
party due proof that such dividends have been paid to said
stockholders.  Should first party fail to appropriate the rent
paid for that purpose to payment of dividends to stockholders,
second party may thereafter pay said rent direct to stockholders.

     Second party hereby guarantees to the holder of each share
of stock of first party, and the holder of each bond or interest
coupon of first party, the prompt and due payment of interest and
dividends upon such bonds, coupons and shares of capital stock,
in accordance with the provisions herein made for the payment of
rent by second party to first party, such guaranty shall be
endorsed on each bond and on each share of stock, and signed by
some officer or agent of second party.

     ARTICLE 2.     It is agreed that upon the due date of bonds
of first party herein referred to, first party will make and
execute other bonds and secure the same by first mortgage, or
will extend the present existing bonds secured by the present
existing mortgage, at such rate of interest and for such period
of time as second party may require, and with the proceeds
thereof pay the bonds so becoming due, and will again and again,
so long as this lease and possession thereunder by second party
may continue, execute other bonds and secure the same by
mortgage, and with the proceeds thereof pay the bonds so becoming
due, or extend existing bonds.

     Second party agrees to pay the interest on all such other or
extended bonds in the same manner and at the same place as it has
hereby agreed to pay the interest on said bonds for the sum of
two million five hundred thousand dollars ($2,500,000) to the
owners of such bonds or coupons, so long as this lease or any
renewal thereof shall continue, and as part of the rent reserved
thereby.

     It is agreed that upon the falling due of the said bonds and
the payment of the same by the proceeds of the issue and sale of
other bonds, and also in case of the extension of said first-
mentioned bonds, second party shall be entitled to the benefit of
any reduction in the rate of interest, and the rent hereby
reserved shall be diminished in proportion to the reduction of
interest payment secured by such issue of new bonds or by such
extension of old bonds.  In case it should be necessary, in order
to sell said new bonds at par, to make them bear interest at a
rate greater than four per cent., second party agrees to pay as
rent a sum sufficient to make up such increased rate of interest,
and such sum is hereby reserved as and made a part of the rent
reserved by this lease.

     Second party further agrees to and with first party, that
the second party will pay and discharge all the expenses properly
and necessarily incurred in order to keep up the corporate
existence of first party, including a sum not to exceed five
hundred dollars ($500) per annum for the payment of salaries of
officers of first party.  Second party also agrees to pay the
expenses of the transfer of the stock and bonds of first party.

     ARTICLE 3.     Second party for itself and its successors
and assigns, covenants, promises and agrees to and with first
party, its successors and assigns, that second party, its
successors and assigns shall and will yearly and in each and
every year of and during  the term aforesaid, and any extension
of the term aforesaid, well and truly pay and cause to be paid
unto said first party, its successors and assigns, the yearly
rent hereinbefore reserved in the manner and to the persons and
at the time hereinbefore mentioned.

     ARTICLE 4.     Second party shall and will, at its own
proper cost and expense, and without deduction from the rent
aforesaid, operate and run the said demised railway at all times
during said term, in the same manner as first party, as the owner
thereof, or otherwise, is now or shall or may at any time
hereafter by law, be required to do.

     Second party shall and will, at its own proper cost and
expense, and without reduction from the rent aforesaid, and at
all times during the said term, maintain, preserve and keep the
railroad and premises hereby demised, and every part of the same,
in thorough repair, working order and condition, and supplied
with rolling stock and equipment, so that the business of said
demised railway shall be preserved, encouraged and developed, and
that the same shall at all times be done with safety and
expedition, and the public accommodated in respect thereto with
al practicable conveniences and facilities, and that all further
growth of such business, as the same may arise or be reasonably
anticipated, shall be fully provided for and secured.

     Second party covenants and agrees that second party shall
and will at second party's own proper cost and expense, and
without deduction from the rent aforesaid, do and cause to be
done to and upon the said demised railroad and premises any and
all repairs, replacing and renewals, and provide such rolling
stock and equipment and other facilities as shall or may be
reasonable required.

     ARTICLE 5.     Second party further covenants and agrees
that second party will, from time to time, and as often as same
shall become due, pay and discharge without deduction from the
rent aforesaid, any and all taxes, assessments, debts, imposts
and charges whatsoever, which shall or may be levied, assessed or
imposed during the said term by any government or lawful,
authority whatever, upon said demised railroad and premises, or
upon any part thereof, or upon any business or earnings or income
of same, or upon the first party will respect to the said demised
railroad and premises or any part thereof, and any business or
earnings or income of same, or upon the first party for or with
respect to any money which shall be paid and which shall become
payable to said first party as or on account of the rent
hereinbefore reserved.

     ARTICLE 6.     Second party shall and will at all times
during the continuance of this lease, and of any renewal thereof,
keep an office in the city of Ridgway in the State of
Pennsylvania, which shall be open at all reasonable hours and
times for the transaction of the business of said demised
railroad, and shall reserve in said office, free of charge, rooms
for the use of the President and Secretary and Board of Directors
of first party.

     Second party shall at all times during said term, keep at
said office in the city of Ridgway full, true and just accounts
of any and all moneys received, and business done upon said
demised railroad and premises, and of all moneys paid, laid out
and expended and liabilities incurred in connection with the
same.  All said or any accounts kept by second party in relation
to the demised railroad, or the business of the same, shall at
all reasonable hours and times during the continuance of this
lease be open for the inspection and examination of the President
of the first party and of such other person or persons as said
first party shall from time to time, or at any time by resolution
of its Board of Directors, appoint to examine the same.

     It is further agreed and declared that second party shall at
its own proper cost and expense, from time to time and whenever
necessary for the use of first party, make out and furnish to
first party, any and all reports and statements which first party
is now or may hereafter be required to make or file, under and by
virtue of any law of the State of Pennsylvania, or of the United
States now existing, or which may hereafter be enacted, or under
any other lawful and competent authority.

     ARTICLE 7.     Second party shall and will, at all times
during the existence of this lease, bear, pay and discharge at
its own proper cost and expense, without deduction from the rent
hereinbefore reserved, any and all expenses costs, damages,
liabilities, claims and demands whatsoever, which shall or may
arise out of the possession, management or operation of the said
demised railroad and premises, or out of the business of the
same, and shall and will at all times during the term aforesaid
hold, save and keep harmless and indemnify first party from and
against any and all expense of operating the said railway and
premises hereby demised, and all damages, liabilities, actions,
suits, claims and damages for injuries to persons or property, or
for causing the death of any person or things through accident,
neglect or default during said term, or for breach of contract or
wrong done or suffered by second party in the refusal to
transport, or negligence in transporting any person or property,
or by the loss, conversion or non-delivery, of any property which
second party shall have agreed or undertaken or be bound to
transport over the said railroad, or which first party as the
owner of the said railroad hereby demised, is or shall be under
any legal obligation by contract, public duty or otherwise to
transport thereon, and of, from and against any and all costs
damages, liabilities, actions or causes of action, suits, claims
and damages whatsoever which shall or may arise out of or in
respect tot he management or business of said demised railroad
and premises, or any part thereof during the continuance of this
lease.

     Second party covenants and agrees that it shall and will
defend all suits and claims which shall or may be brought against
first party during the continuance of this lease, in respect to
any matter or thing arising out of the management or operation of
said demised railroad or any party thereof, and indemnify and
save harmless first party from and against all matters and things
whatsoever existing or to arise which might or could be a charge
upon or operate to reduce the rent hereinbefore reserved to be
applicable to the payment of dividends on the stock of first
party, and the payment of interest on the bonds of first party.

     ARTICLE 8.     In case second party, its successors or
assigns shall at any time or times hereafter, during the
continuance of this lease, fail or omit to pay the rent
hereinbefore mentioned or provided to be paid by second party, or
any part thereof, when the same shall become payable as
hereinbefore specified; or in case second party, its successors
or assigns shall fail or omit to keep and perform the covenants
and agreements herein contained, or any of them, and shall
continue in default in respect to the performance of such
covenants or agreements for the period of ninety days, then in
either or every such case, it shall be lawful for first party,
its successors or assigns, at its or their own option, to enter
into or upon the railroad and premises hereinbefore demised, and
any or every part thereof, and remove all persons therefrom, and
from thenceforth said demised railroad and premises, with the
equipment and appurtenances thereof, and all additions and
improvements which shall have been made to the same, to have,
hold, possess and enjoy as of the first or former estate of first
party in said demised premises; and upon such entry for non-
payment of rent or breach or non-performance of any covenant or
agreement herein contained to be by second party observed or
performed, all the estate, right, title, interest, property,
possession, claim and demand whatsoever of second party, its
successors or assigns, in or to the said demised railroad and
premises or any part thereof, shall cease, determine and become
void, anything hereinbefore contained to the contrary
notwithstanding.

     In case of such re-entry as aforesaid, the rent provided by
these presents and the several installments thereof shall be
apportioned from the times of the last preceding payment of such
installment up to the time of such re-entry, and such portion
thereof as would have been payable in respect to the intervening
time, if the whole period in respect to which such installment
were payable had elapsed, shall be deemed to be due and payable,
and the same shall be paid by second party to first party; and it
is further declared and agreed that such re-entry shall not waive
or prejudice any claim or right of first party to or for damages
against second party on account of non-payment of rent, or non-
performance or breach of the terms of this lease, and all such
claims and rights are hereby expressly preserved to first party.

     ARTICLE 9.     Second party hereby covenants, promises and
agrees to and with first party, that at the termination of this
lease, and at the end of the term hereby granted, second party
shall re-deliver and surrender to first party, its successors or
assigns, the said demised railroad and premises in as good order
and condition as the same shall be delivered to second party
under this lease, and with such additions betterments and
improvements as shall have been made thereto; and also all the
rolling stock, equipment and other property delivered under this
lease in as good order and condition as reasonable use and wear
thereof, proper repairs and replacements thereof being made from
time to time, will permit, or rolling stock, equipment and other
similar property equal in value thereto; and also all additional
rolling stock or equipment which shall be acquired or provided
for use upon said railroad and premises, or any part thereof.

     ARTICLE 10.    First party agrees with second party that
first party shall and will, whenever thereto requested by second
party, its successors or assigns, execute  and deliver to second
party, its successors or assigns at the proper cost and expense
of second party, its successors or assigns at the proper cost and
expense of second party, its successors or assigns, any and all
such other and further instruments and assurances in the law for
the better demising and leasing of the said railroad and premises
as second party, its successors and assigns, upon and subject to
all and singular the rents, covenants, agreements and conditions
hereinbefore reserved and mentioned as by second party, its
successors or assigns, or by its or their counsel learned in the
law shall be reasonably advised, devised or required; and second
party likewise covenants and agrees to execute and deliver to
first party all such further instruments as may be necessary for
the more effectually assuring to first party, its successors or
assigns the payment of the rent hereinbefore reserved and the
performances of the promises and agreements hereinbefore set
forth on behalf of second party as by first party, its successors
or assigns, or by its or their counsel learned in the law shall
be reasonably advised, devised and required.

     ARTICLE 11.    It is further mutually agreed that first
party shall not, after the execution and delivery of this lease,
make, execute or issue, or cause or permit to be made, executed
or issued, any bond or obligation of any kind or character
whatsoever, nor in any way increase its stock unless with the
consent of second party, and all bonds, obligations and
certificates of stock, for whatever purpose issued, which shall
be made or executed by first party after the execution and
delivery of this lease, shall before the same are issued, be
countersigned by the president; treasurer or secretary of second
party, and first party shall not, after the execution and
delivery of this lease make any bargain or contract, or enter
into any engagements, or do any act or thing whereby the rights
or interests of second party under this lease can be in any wise
impaired or prejudiced.  First party shall and will, from time to
time, and at all times during the continuance of this lease, do
and perform at the expense of second party, all such lawful acts
and things as may be requested by second party in order to
preserve its corporate and other rights, and in order to enable
second party to enjoy, use and exercise the property, franchises
and rights demised hereby as fully, to all intents and purposes
as first party might enjoy, use and exercise the same as if this
lease had not been made.

     Second party shall have the right, at its own expense, to
use the name of first party in all cases when it is advised by
counsel that it is proper so to do in connection with any matter
or thing arising under this lease, or with the property demised
or in the transaction of the business herein contemplated, or
exercise of the rights herein granted.

     It is further agreed that if at any time during the term of
this lease or any extension thereof, a second or double track
should in the judgment of the second party be needed for the
better transaction of the business over said railroad second
party may construct such second or double track and thereupon
with the assent of two-thirds in amount of the stockholders of
first party may call upon first party to issue further and
additional stock equal in amount to the cost of construction of
such second or double track and to deliver the same to second
party.

     That thereupon first party will so issue such stock to
second party, and upon such delivery all the foregoing provisions
of this lease shall apply to such further and additional stock in
the same manner as to the stock theretofore issued hereunder,
provided that second party shall have the option to guaranty
dividends at a less rate than six per cent. per annum thereon and
provided further that no such further and additional stock shall
be sold at a rate less than par net over and above any
commission.

     It is agreed that if this lease is terminated prior to the
expiration of the term thereof, for any reason other than default
in payment as hereinbefore specified, and the property and
premises are thereupon restored to first party, there shall be an
equitable adjustment of the rights of the parties so that second
party shall not suffer any actual loss or injury in respect of
this lease.

     It is mutually agreed that all and singular the covenants
and agreements hereinbefore contained shall inure to the benefit
of, and be binding upon, the successors and assigns of said first
and second parties.

     IN WITNESS WHEREOF said first and second parties have caused
these presents to be signed by their respective Presidents and
their respective corporate seals to be hereunto attached, and
attested by their respective Secretaries, the day and year first
above written.

                         ALLEGHENY AND WESTERN RAILWAY COMPANY

(SEAL)                             By   (signed) C. H. McCauley

     Attest:                                      President.

          (signed) Jno. G. Whitmore

                         Secretary.


                         BUFFALO, ROCHESTER & PITTSBURGH RAILWAY
                         COMPANY

(SEAL)                             By   (signed) A. G. Yates
     
Attest:                                           President.

          (signed) J. H. Hocart

                         Secretary.

Notarial acknowledgments.