AMENDMENT TO BUY-SELL AND STOCK OPTION AGREEMENT
                ------------------------------------------------

     THIS  AMENDMENT  TO  BUY-SELL AND STOCK OPTION AGREEMENT is made August 29,
1997  and is effective as of June 29, 1997 by and between KENNETH W. BRILL ("Mr.
Brill"),  and  ENERGY  CORPORATION  OF  AMERICA  ("ECA").

     WHEREAS,  Mr.  Brill  and  ECA  entered  into  a  Buy-Sell and Stock Option
Agreement  dated  as  of  July  8,  1996;  and

     WHEREAS,  pursuant to the terms and conditions of the July 8, 1996 Buy-Sell
and  Stock  Option  Agreement,  Mr. Brill had agreed to sell and transfer 16,000
shares  of  ECA  common  stock  to  ECA;  and

     WHEREAS,  Mr. Brill and ECA have amended the terms of such sale as follows:

     1.  Mr.  Brill  sold 3,950 shares of ECA common stock to ECA in July, 1996.

     2.     Mr.  Brill  granted  ECA the option to purchase 11,850 shares of ECA
stock  on  the  terms  and  conditions provided in the July 8, 1996 Buy-Sell and
Stock  Option  Agreement,  and

     3.     Mr.  Brill transferred 200 shares of ECA common stock to P. T. Gates
in  July,  1996;  and

     WHEREAS,  the  parties  desire  to  amend  the  Buy-Sell  and  Stock Option
Agreement  to  memorialize  such  mutually  agreed  to  changes;

     NOW,  THEREFORE,  Mr.  Brill  and ECA do hereby agree that the Buy-Sell and
Stock  Option  Agreement  shall  be  amended  as  follows:

     1.     Paragraph  1  is deleted in its entirety and the following paragraph
is  substituted  in  its  place:

                                     -1-
<PAGE>

TRANSFER  OF  3,950  SHARES  AND  ISSUANCE  OF  NEW  CERTIFICATE
----------------------------------------------------------------

     The  parties  acknowledge that as of July, 1996 Mr. Brill transferred, sold
and assigned to ECA, and ECA purchased from Mr. Brill 3,950 shares of the common
stock  of  ECA, a West Virginia corporation (the "Initial Shares") at a price of
$75.00  per  share  for  a  total  price  of  $296,250.00.  The  parties further
acknowledge that ECA has paid Mr. Brill the entire purchase price of $296,250.00
for  the  Initial Shares. To effect such transaction, Mr. Brill delivered to ECA
Stock  Certificate No. 13 representing 80,400 shares of ECA common stock, and at
Mr.  Brill's  request  and direction, ECA issued Certificate No. 57 representing
200  shares to P. T. Gates, Certificate No. 58 representing 16,000 shares to Mr.
Brill,  Certificate  No. 59 representing 16,000 shares to Mr. Brill, Certificate
No.  60 representing 16,000 shares to Mr. Brill, Certificate No. 61 representing
16,000 shares to Mr. Brill and Certificate No. 62 representing 400 shares to Mr.
Brill. The remaining 15,800 shares were transferred to ECA of which 3,950 shares
were  purchased  by ECA and the remaining 11,850 shares belong to Mr. Brill. ECA
does  hereby  agree  to  issue to Mr. Brill a new stock certificate representing
11,850  shares  of  common  stock  of  ECA.

     2.     Paragraph  2  is deleted in its entirety and the following paragraph
is  substituted  in  its  place:

DEPOSIT  INTO  ESCROW  AND  OPTION  TO  PURCHASE
------------------------------------------------

     In  addition  to  the 64,000 shares of ECA common stock which Mr. Brill has
granted  ECA the option to purchase, Mr. Brill hereby grants to ECA an option to
purchase  an  additional  11,850  shares  (said  75,850  shares  are hereinafter
collectively  referred  to  as  the  "Option  Shares").

     Mr.  Brill  will  endorse  the  stock  certificates representing the Option
Shares  and deposit the certificates with an escrow agent mutually selected with
ECA  (the  "Escrow  Agent").

                                     -2-
<PAGE>

     The  Escrow  Agent shall hold the Option Shares in escrow during the Option
Period  (as defined below) and will deliver the Option Shares to ECA if and when
ECA exercises the option granted to it below. In the event all or any portion of
the  Option  Shares remain in escrow at the expiration of the Option Period, the
Escrow  Agent  shall  return  all such remaining Option Shares to Mr. Brill, his
heirs  or  assigns.  Accordingly,  Mr.  Brill  hereby grants to ECA an exclusive
option  to  purchase the Option Shares during the five year period following the
execution  of  this  Amendment  to  the Buy-Sell and Stock Option Agreement (the
"Option  Period")  as  follows:

     a.     ECA  may  purchase 25,283.33 of the Option Shares during each of the
next  three  years  for  the  purchase  price  of  $75.00  per share, payable in
accordance  with  Paragraph  5  below,  by  providing notice to Mr. Brill of its
desire to purchase such shares. Such notice must be provided on or before June 1
of  each  year.

     b.     In  the  event  ECA  fails  to  exercise, in any year, its option to
purchase  the  Option Shares as provided in subparagraph a above, ECA shall have
an additional period of two (2) years after July 1, 2000, or until July 1, 2002,
in  which  it  may  elect  to  purchase  any  of  the remaining Option Shares by
providing  reasonable  notice  to  Mr. Brill and by paying the purchase price of
$75.00  per  share  in  accordance  with  Paragraph  5  below.

     c.     ECA  shall  have  the  absolute  right,  in  its sole discretion, to
accelerate  all options to purchase under this Agreement and to purchase all, or
any  portion  of  the  Option  Shares  at  any  time  during  the Option Period.

     3.     Paragraph  3 is deleted in its entirety, and the following paragraph
is  substituted  in  its  place:

THE  PURCHASE  PRICE
--------------------

     The purchase price for the Initial Shares was $75.00 per share (Two Hundred
Ninety-Six  Thousand  Two  Hundred  Fifty  Dollars ($296,250.00)) which purchase
price  was  paid  in full by ECA to Mr. Brill. The purchase price for the Option
Shares  shall  be  $75.00  per  share,  payable  as  provided  in  Paragraph  5.

                                     -3-
<PAGE>

     4.     Paragraph  4 is deleted in its entirety, and the following paragraph
is  substituted  in  its  place:

CLOSING
-------

     In  the  event  ECA elects to exercise the option(s) to purchase all or any
portion  of  the  Option  Shares  pursuant to Paragraph 2, delivery of the fully
endorsed  stock certificates relating to such shares shall take place at 4643 S.
Ulster,  Suite 1100, Denver, Colorado 80237. All payments by ECA due pursuant to
this  Agreement shall be made by delivery of the payment in person to such place
as  may  be  directed  by  Mr.  Brill.

     5.     Paragraph  5 is deleted in its entirety, and the following paragraph
is  substituted  in  its  place:

PAYMENT
-------

     In  the  event  ECA elects to exercise the option(s) to purchase all or any
portion  of the Option Shares pursuant to Paragraph 2, ECA will pay the purchase
price  for  such  shares  in  four (4) equal quarterly installments, due July 1,
October  1,  January  1,  and March 1 following the exercise of such option. ECA
shall have the right, at its sole discretion, to pay any or all of the quarterly
installments  prior  to  the  time  the  same  are  due.

     6.  Paragraph  7  is  amended  to  read  as  follows:

DIVIDENDS
---------

     All  dividends, voting rights and other incidents of ownership of the 3,950
Initial Shares transferred shall immediately vest in ECA. All dividends declared
upon  the Option Shares, together with all voting rights and all other incidents
of ownership, shall be retained by Mr. Brill unless and until ECA shall exercise
its  options to purchase all or any of the Option Shares pursuant to Paragraph 2
of  this  Agreement.  Upon  exercise  of  each  of  the  options  and  the
transfer  of the Option Shares, all dividends, voting rights and other incidents
of  ownership  associated  with  the  shares  transferred  shall  vest  in  ECA.

                                     -4-
<PAGE>

     7.     Unless  amended  hereby,  all  other  provisions of the Buy-Sell and
Stock  Option  Agreement  dated  July  8,  1996  are  in  full force and effect.

     8.  COUNTERPARTS. This Amendment to Buy-Sell and Stock Option Agreement may
         -------------
be  executed  in  two  counterparts,  each of which shall be deemed an original,
which  together  shall  constitute  one  and  the  same  instrument.

     IN  WITNESS WHEREOF, the parties have signed this Amendment to Buy-Sell and
Stock  Option  Agreement.


                                       /s/  Kenneth  W.  Brill
                                       -------------------------------
                                       KENNETH  W.  BRILL



                                       ENERGY  CORPORATION  OF  AMERICA

                                       /s/  John  Mork
                                       --------------------------------
                                       By:     JOHN  MORK
                                       Its:    CEO

                                     -5-
<PAGE>