PURCHASE AND SALE AGREEMENT

                                     BETWEEN

                              EAST RESOURCES, INC.

                                       AND

                          ENERGY CORPORATION OF AMERICA

                                      DATED

                                 AUGUST 2, 2002

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
<S>          <C>                                        <C>
PARAGRAPH #  PAGE #
1.. . . . .  Property or Properties                      1
2.. . . . .  Sale and Purchase                           3
3.. . . . .  Sale Price                                  3
4.. . . . .  Earnest Money                               3
5.. . . . .  Allocated Values                            4
6.. . . . .  Seller's Representations                    4
7.. . . . .  Buyer's Representation                      4
8.. . . . .  Covenants Concerning Access to Records      5
9.. . . . .  Title Defects                               6
10. . . . .  Notice of Title Defects                     6
11. . . . .  Preferential Rights                         7
12. . . . .  Physical and Environmental Inspection       7
13. . . . .  Sale Price Adjustments                      8
14. . . . .  Effect of Termination                       8
15. . . . .  Gas Utility Requirements                    9
16. . . . .  Warranty of Title                          10
17. . . . .  Conditions of Closing by Buyer             10
18. . . . .  Conditions of Closing by Seller            11
19. . . . .  Preliminary Closing Statement              11
20. . . . .  Closing                                    12
21. . . . .  Reservations and Exceptions                13
22. . . . .  Assumption of Liabilities and Indemnities  13
23. . . . .  Taxes                                      17
24. . . . .  Accounting                                 18
25. . . . .  Sales Tax                                  18
26. . . . .  Post-Closing Adjustments                   18
27. . . . .  Notices                                    19
28. . . . .  Further Assurances                         19
29. . . . .  Disclaimer of Warranties                   20
30. . . . .  Operations by Seller                       21
31. . . . .  Securities Laws                            22
32. . . . .  Due Diligence                              22
33. . . . .  Material Factor                            22
34. . . . .  Entire Agreement                           22
35. . . . .  Tax Reporting                              23
36. . . . .  Assignability                              23
37. . . . .  Survival                                   23
38. . . . .  Choice of Law                              23
39. . . . .  Counterpart Execution                      23
</TABLE>

<PAGE>

                           PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT ("Agreement"), dated as of August 2, 2002,
but  effective  as  July 1, 2002, is entered into by and between East Resources,
Inc.,  a  Pennsylvania  Corporation,  with offices at 12300 Perry Highway, Suite
308,  P.O. Box 907 Wexford, Pa 15090, (hereinafter referred to as "Seller"), and
Energy  Corporation of America, a West Virginia corporation, with offices at 501
56th  Street,  Charleston,  West  Virginia  25304  (hereinafter  referred  to as
"Buyer").

     WHEREAS  Seller  and  Buyer  entered into a Letter Agreement dated April 5,
2002,  whereby  Seller  agreed  to  sell  unto  Buyer,  subject to the terms and
conditions  of  this Agreement, all of Seller's right, title and interest in and
to  certain oil and gas properties in the Yawkey-Freeman Field ("Field") as more
fully  described  in  this  Agreement.

     THEREFORE,  in  consideration  of  the  covenants  and  agreements  herein
contained,  Seller  and  Buyer  agree  as  follows:

1.     "PROPERTY"  OR  "PROPERTIES"  means  Seller's  ownership  rights  in  the
       ----------------------------
Properties  (real,  personal  or  mixed)  and appurtenant rights (contractual or
otherwise)  included  in  the  Field  and  set  out  below:

     (a) All of Seller's right, title and interests in, to and under, or derived
from, the oil and gas leasehold interests, royalty interests, overriding royalty
interests, mineral interests, production payments, net profits interests, rights
to  take royalties in-kind, fee interests (including, but not limited to fee oil
and  gas  and fee mineral interests) and surface interests or other interests in
production  of  oil,  gas  or  other  minerals  which  are  associated  with the
Properties  described  in  Exhibit  "A"  which  is  attached  hereto;

     (b) All of Seller's right, title and interests in, to and under, or derived
from,  all  of the presently existing and valid unitization, communitization and
pooling  declarations,  orders,  and  agreements  (including all units formed by
voluntary  agreement  and  those  formed under the rules, regulations, orders or
other  official  acts  of  any  governmental  entity  or tribal authority having
appropriate  jurisdiction)  to  the  extent they relate to any of the Properties
which are described in Exhibit "A", or the production of oil, gas or hydrocarbon
and  non-hydrocarbon  substances  attributable  thereto;

                                     -1-
<PAGE>

     (c) All of Seller's right, title and interests in, to and under, or derived
from,  the wells (whether producing, plugged and abandoned , shut-in, injection,
disposal  or  water  supply),  which  wells,  save  and  except  the plugged and
abandoned wells, are described on attached Exhibit "A-1", all personal property,
equipment,  fixtures  and  improvements,  gathering lines and pipelines together
with  the  rights-of-way,  easements, or other similar agreements thereto, which
pipelines are depicted on attached Exhibit "A-2", compressor sites, compressors,
meter  stations tanks, roads and other appurtenances, to the extent the same are
used  or  held  for  use  by  Seller  solely  in  connection with the ownership,
operation,  maintenance  or  repair  of  the  Properties  which are described in
Exhibit  "A",  or  the  production  of  oil,  gas  or  other  hydrocarbon  and
non-hydrocarbon  substances  attributable  thereto;

     (i)     The  northern most point of the gathering line to be conveyed Buyer
is  the  junction of Seller's line no. 951-08 and line no. 951-05, which is near
the  Boone/Lincoln  County  line.

     (d) All of Seller's right, title and interests in, to and under, or derived
from,  all  of  the presently existing and valid oil sales contracts, casinghead
gas  sales  contracts,  gas  sales contracts, gas purchase contracts, processing
contracts, gathering contracts, transportation contracts, Section 29 Tax Credits
relating  to  the  Properties  as of the Effective Time, as hereinafter defined,
surface leases, subsurface leases, permits or licenses of any nature owned, held
or  operated  in  connection  with  operations,  farm-out  contracts,  farm-in
contracts,  balancing  contracts (including, but not limited to, gas imbalances)
suspense  funds,  operating  agreements,  areas  of  mutual  interest, and other
contracts,  agreements  and  instruments  (to  the  extent  said  contracts  are
transferable)  to  the  extent  they  relate  to any of the Properties which are
described in Exhibit "A", or the production of oil, gas or other hydrocarbon and
non-hydrocarbon substances attributable thereto and said contracts are described
on  attached  Exhibit  "A-3";

     (e)     All files, records, or data owned by or in the possession of Seller
or any affiliate of Seller and relating to or associated with the Properties and
operations  described  above,  including,  without limitation, all land, leases,
division  and  transfer orders, prospect and title files and records, production
records,  accounting  records,  engineering  records  and data, logs, core data,
pressure  data  and  other  related  matters, including, but not limited to, all
computer-generated  disks,  diskettes,  and  access  codes  and  tapes.

                                     -2-
<PAGE>

     2.  SALE AND PURCHASE.  Subject to  and upon  all of the terms, conditions,
         -------------------
reservations  and exceptions hereinafter set forth, Seller shall sell, transfer,
assign,  convey  and  deliver the Properties to Buyer, and Buyer shall purchase,
receive,  pay for and accept the Properties from Seller, effective as of July 1,
2002  at  7:00  a.m.  Eastern  Daylight  Savings  Time,  (the "Effective Time").

     3.  SALE PRICE.   The sale  price for  the Properties  shall be Six Million
         -----------
Dollars  ($6,000,000)  ("Sale  Price"),  subject  only  to  any applicable price
adjustment  as  provided  for  hereinbelow.

     4.  EARNEST MONEY.  Selle r acknowledges   that, on April 25, 2002,  Seller
        --------------
received  from  Buyer  the  sum  of  One  Million  Two  Hundred Thousand Dollars
($1,200,000)  by  wire  transfer  into an interest bearing joint control account
established  at Branch Banking and Trust Company, N.A. (the "Bank") styled "East
Resources/Energy  Corp Account" that amount being equal to 20% of the Sale Price
(  the  "Deposit").  In  the  event  the  transaction  contemplated  hereby  is
consummated  in  accordance  with  the  terms  hereof,  the  Deposit,  including
interest,  shall be applied to the Sale Price to be paid by Buyer at the Closing
(as defined in Paragraph 20 hereof).  In the event this Agreement is terminated,
the  Deposit,  including  interest,  shall  be  returned  to  Buyer.

     5.     ALLOCATED  VALUES.  INTENTIONALLY  DELETED
            -----------------

          6.  SELLER'S  REPRESENTATIONS. Seller represents and warrants to Buyer
              -------------------------
that  as  of  the  Closing  Date  (as  hereinafter  defined):

     (a)  Seller  is  a  duly organized corporation validly existing and in good
standing under the laws of the State of Pennsylvania, is duly qualified to carry
on  its  business in the state in which the Properties are located, and has full
power  and  authority  to  enter  into  and  perform  pursuant to this Agreement
according  to  its terms and this Agreement has been duly executed and delivered
by  Seller  and  constitutes  a  legal,  valid  and  binding  obligation  on it,
enforceable  against  it  in  accordance  with  its  terms;  and

                                     -3-
<PAGE>

     (b)  Seller's execution, delivery and performance of this Agreement and the
consummation  of  the transactions contemplated hereby have been duly authorized
by  all  necessary  corporate  action and will not with or without the giving of
notice  or  the  lapse of time, or both, violate or conflict with any agreement,
law,  rule,  regulation,  charter  or other instrument governing either Seller's
organization,  management,  business  affairs or instrument to which Seller is a
party  or  by  which  Seller  is  bound.

     (c)  Exhibit  A-3  contains  a list of all material contracts affecting the
Properties.  Seller  has  received  no  notice  of its default under any of such
contracts.  Such  contracts  are  in  full  force  and  effect and have not been
modified or amended subsequent to the date hereof. As of the Effective Time, the
Properties  to  be  conveyed  by  Seller shall not be obligated by virtue of any
prepayment  under  any gas sales contract or oil contract which contains a "take
or  pay"  clause  or any similar arrangement to deliver said oil and gas at some
future  time  without  then  and  thereafter  receiving full payment, therefore.
Seller  warrants  that  at the Closing Date Buyer will be able to market the gas
attributable  to  Seller under terms and conditions no less favorable than those
under  which  Seller  is  marketing  the  gas  as  of  the  date  hereof.

     (d)  Except as described on Exhibit A-4, no claim, demand, filing, cause of
action, administrative proceeding, lawsuit or other litigation is pending or, to
Seller's  knowledge,  threatened  with  respect to Seller or the Properties that
could  now  or hereafter materially adversely affect the ownership, operation or
value  of  the  Properties.

     (e)  Seller  has  not  incurred any liability, contingent or otherwise, for
brokers'  or  finders' fees in respect to this transaction for which Buyer shall
have  any  responsibility  whatsoever.

     (f)  Seller  has  no  knowledge,  and  has not received any notice from any
federal,  state  or  municipal  authority  that  the  Properties or Seller's use
thereof  in  its  business, are not in material compliance with all laws, rules,
regulations  and  permits  relating  to  the  Properties  except  for  such
non-compliance and violations which, individually or in the aggregate, would not
have  a  material  adverse  effect  on  the ownership, operation or value of the
Properties.  Seller  will promptly notify Buyer upon receipt of any such notice.

                                     -4-
<PAGE>

     (g)  To  Seller's  knowledge,  Seller has complied in all material respects
with all environmental laws and with the terms of all permits, licenses, orders,
decrees  and  agreements there under. Except as set forth in Exhibit A-5, Seller
is not aware of, and has not received notice from any person or entity asserting
or  alleging  (i)  any  non-compliance  with  the  environmental  laws by Seller
relating to the operation and ownership of the Properties; (ii) any liability in
connection  with the release, spill, discharge, storage, disposal or presence of
any  pollutants,  contaminations,  chemicals,  industrial,  toxic  or  hazardous
substances  or  wastes,  petroleum, petroleum products or wastes and natural gas
by-products,  liquids or wastes (collectively, "Hazardous Materials"), including
but  not  limited  to  liability  under  the federal Comprehensive Environmental
Response,  Compensation  and  Liability  Act  or similar state "Superfund" laws,
relating  in  any  way  to  the  Properties;  or (iii) the release, discharge or
presence  of any Hazardous Materials at, on, under or from any of the Properties
requiring  cleanup  or other remedial action pursuant to the environmental laws.

     7. BUYER'S REPRESENTATIONS. Buyer represents and warrants to Seller that as
        -----------------------
of  the  Closing  Date:

     (a)  Buyer  is  a  duly  organized corporation validly existing and in good
standing  under  the  laws of West Virginia. Buyer is duly qualified to carry on
its  business  in  the  state  in which the Properties are located, and has full
power  and  authority  to  enter  into  and  perform  pursuant to this Agreement
according  to  its terms and this Agreement has been duly executed and delivered
by  Buyer  and  constitutes  a  legal,  valid  and  binding  obligation  on  it,
enforceable  against  it  in  accordance  with  its  terms;  and

     (b)  Buyer's  execution, delivery and performance of this Agreement and the
consummation  of  the transactions contemplated hereby have been duly authorized
by  all  necessary  corporate  action and will not with or without the giving of
notice  or  the  lapse of time, or both, conflict with or violate any agreement,
law,  rule,  regulation, ordinance, charter or other instrument governing either
Buyer's  organization, management, business affairs or instrument to which Buyer
is  a  party  or  by  which  Buyer  is  bound;  and

                                     -5-
<PAGE>

     (c)  Buyer represents that by reason of its knowledge and experience in the
evaluation,  acquisition  and  operation  of  oil  and gas properties, Buyer has
evaluated  the merits and risks of purchasing the Properties from Seller and has
formed  an  opinion  based  solely  on  Buyer's  knowledge and experience. Buyer
represents  that in entering into this Agreement, Buyer has relied solely on the
express  representations,  warranties and covenants of Seller in this Agreement,
Buyer's  independent  investigation  of,  and  judgment  with  respect  to,  the
equipment  and  the  other  Properties  and  the  advice  of its own legal, tax,
economic, environmental, engineering, geological and geophysical advisors. Buyer
further represents that it has not relied and will not rely on any statements by
Seller  in  making  its  decision  to enter into this Agreement or to close this
transaction.

     (d)  Buyer  has  not  incurred  any liability, contingent or otherwise, for
brokers'  or finders' fees in respect to this transaction for which Seller shall
have  any  responsibility  whatsoever.

     8.  COVENANTS  CONCERNING  ACCESS  TO  RECORDS.  After  execution  of  this
         ------------------------------------------
Agreement,  Seller  shall  give Buyer and its authorized representatives, during
regular  regular business hours, at Buyer's sole risk, cost and expense, access,
with  copying  privileges,  to  all  raw  geological,  geophysical,  production,
engineering  and  other  technical  data and records, and to all contract, land,
title  and  lease  records,  to the extent such data and records are in Seller's
possession  and relate to the Properties, and to such other information relating
to  the  Properties  as  Buyer may reasonably request; provided, however, Seller
shall have no obligation to provide Buyer such access to any data or information
which  Seller  considers  proprietary  or confidential or to which access Seller
cannot  legally  provide  Buyer  because  of third-party restrictions on Seller.
Seller  agrees  to  use  its  best  efforts  to  obtain  the consent of any such
third-party to furnish such information to Buyer. Buyer shall keep all materials
and  data  obtained confidential and shall return any and all materials and data
including  Buyer's  notes  and work papers as to any Properties not purchased at
Closing.

9.     TITLE DEFECTS.  For the purpose of this Agreement, a "Title Defect" shall
       -------------
mean  any material deficiency caused by Seller in one (or more) of the following
respects,  to-wit:

     (a)  Seller's title at the Effective Time and at Closing, as to one or more
Properties,  is  subject  to  an  outstanding  mortgage,  deed of trust, lien or
security  interest;

                                     -6-
<PAGE>

     (b)  Seller  owns less than the net revenue interest shown on Exhibit "A-1"
or  is  obligated  to  bear  a  share of the costs of operation greater than the
working  interest shown on Exhibit "A-1" without a corresponding increase in net
revenue  interest;

     (c) Seller's rights and interests have been or are subject to being reduced
by  virtue  of  the  exercise by a third party reversionary or back-in interest,
farmout  of  other than wellbore rights, or other similar right not reflected on
Exhibit  "A-3";  or

     (d)  Seller is in default under some material provision of a lease, farmout
agreement,  or  other  contract  or  agreement  affecting  the  Properties.

The  parties  hereto  shall  reach an agreement as to all Title Defects no later
than  ten  (10)  business days prior to Closing, otherwise Seller shall have the
unilateral  right  to terminate this Agreement in accordance with the provisions
of  Paragraph  14(a)  hereof, and the agreement shall be of no further force and
effect.

     10.   NOTICE  OF  TITLE  DEFECTS.
           --------------------------

     (a)  Upon the discovery of a Title Defect by Buyer, Buyer shall immediately
notify  Seller  in  writing of such Title Defect. Any such notice by Buyer shall
include  appropriate evidence and documentation to substantiate its position and
shall  be  delivered  to  Seller.  Within  five (5) business days after Seller's
receipt  of  the  title defects notice, Seller shall notify Buyer whether Seller
agrees  with  Buyer's  claimed  Title  Defects and/or the proposed Defect Values
therefore  ("Seller's  Response").  The  "Defect  Value" shall mean the value by
which  any Property subject to this Agreement is impaired or reduced as a result
of  the  existence  of a Title Defect. If Seller does not agree with any claimed
Title  Defect and/or the proposed Defect Value therefore, then the parties shall
enter  into  good faith negotiations and shall attempt to agree on such matters.
If  the  notice  of Title Defect is given and the Seller does not agree with the
claimed  Title  Defect  and/or  the  proposed  Defect  Value,  the parties shall
mutually  agree  upon  an  appropriate  independent  consultant  in the state to
resolve  all points of disagreement relating to Title Defects and Defect Values.
If  within  ten (10) days after the notice of the Title Defect has been provided
by  Buyer  the  parties have failed to mutually agree upon such appointment then

                                     -7-
<PAGE>

each party shall retain such a consultant and those two consultants shall retain
a  third such consultant. The cost of any such consultants shall be borne 50% by
Seller  and  50%  by  Buyer. Each party shall present a written statement of its
position  on the Title Defect and/or Defect Value in question to the consultants
within  five  (5)  business days after the third consultant is selected, and the
consultants  shall  make  a  determination  of  all  points  of  disagreement in
accordance  with  the  terms  and  conditions  of this Agreement within ten (10)
business  days  of receipt of such position statements. The determination by the
consultants  shall  be  conclusive  and  binding  on  the  parties, and shall be
enforceable  against  any  party  in any court of competent jurisdiction. If the
Defect  Value of the Title Defect(s) exceeds five percent (5%) of the Sale Price
then  either  party may elect to terminate this transaction and such termination
shall  be  treated  consistent  with  Paragraph  14  hereof.

     (b)     At  Closing,  Buyer  shall  be  deemed  to have fully inspected and
accepted the Properties "as is" in their then current physical and environmental
condition  and  the Properties shall be deemed to be free of Title Defects.  Any
Title  Defect  which  is not disclosed to Seller at least ten (10) business days
prior  to Closing shall conclusively be deemed waived by Buyer for all purposes.

     11.  PREFERENTIAL  RIGHTS.  If  any  of  the  Properties  are  subject  to
          --------------------
preferential  purchase  rights,  rights  of  first  refusal, consents to assign,
Lessor's  approvals,  or  similar  rights (collectively, "preferential rights"),
Seller shall promptly upon the execution of this Agreement by the parties hereto
notify  all  holders  of preferential rights of its intention to sell the leases
affected  thereby. Seller shall promptly notify Buyer if the preferential rights
are exercised, or if the requisite period has elapsed without said rights having
been  exercised.

If  any  party  that  elects  to exercise a preferential purchase right fails to
consummate  the  purchase  of the Properties covered by such right upon the same
terms  and  conditions offered under this Agreement.  The parties agree that the
values  associated  with  the Properties for which a preferential right has been
exercised  will be determined as treated as a Title Defect pursuant to Paragraph
10(a)  above.

All  Properties  for which preferential purchase rights have been waived, or for
which  the  period to exercise such rights has expired prior to Closing shall be
sold  to  Buyer at Closing pursuant to the provisions of this Agreement.  Seller
is  not  aware  of  any  preferential  rights  affecting  the  Properties.

                                     -8-
<PAGE>

     12.  PHYSICAL  AND  ENVIRONMENTAL  INSPECTION.  After the execution of this
          ----------------------------------------
Agreement,  Buyer  and its authorized representatives shall have physical access
to  the  Properties  at  Buyer's  sole cost, risk and expense for the purpose of
inspecting  the  same,  conducting  such  tests, examination, investigations and
assessments  as  may  be reasonable and necessary or appropriate to evaluate the
environmental  and  physical  condition  of  the  Properties,  including  the
identification of wetlands. Buyer shall defend and indemnify Seller from any and
all  liability,  claims,  causes of action, injury to Buyer's employees, agents,
contractors, subcontractors or invitees or to Buyer's property, and/or injury to
Seller's  property,  employees,  agents  or  contractors  which may arise out of
Buyer's  inspections,  but  only  to  the  extent  of  Buyer's negligence or the
negligence  of  Buyer's  agents,  employees, contractors, subcontractors, and/or
invitees.  Buyer  agrees  to  provide  to  Seller,  upon  request, a copy of any
environmental  assessments,  including any reports, data and conclusions.  Buyer
and  Seller  shall  keep  any  and  all data or information acquired by all such
examinations  and  results of all analysis of such data and information strictly
confidential  and  not  disclose  same to any person or agency without the prior
written approval of the other party, unless required to do so by applicable law.
The foregoing obligation of confidentiality shall survive Closing or termination
of  this  Agreement  without  Closing.

     13.  SALE  PRICE  ADJUSTMENTS.
          ------------------------

Sale  Price adjustments shall be determined in good faith and in accordance with
the  following  guidelines:

     (a)  In  the event a third party exercises an applicable preferential right
to  purchase,  the  subject Property(ies) shall be removed from the sale and the
Sale  Price  shall be adjusted in accordance with the provisions of Paragraph 11
above;

     (b)  In  the  event  a  third  party  fails  to give a necessary consent or
approval  to  assign  the  subject  Property(ies) in a form acceptable to Seller
and/or  Buyer,  the subject Property(ies) shall be removed from the sale and the
Sale  Price  shall be adjusted in accordance with the provisions of Paragraph 11
above;  or

                                     -9-
<PAGE>

     (c)  If  a  Title  Defect  is  a  lien,  encumbrance or other charge upon a
Property which is liquidated in amount, then the sum necessary to be paid to the
obligee  to remove the Title Defect from the affected Property shall be deducted
from the Sale Price. If there is a lien or encumbrance in the form of a judgment
secured  by  a  supersedes  bond or other security approved by the court issuing
such  order,  it  shall  not  be considered a Title Defect under this Agreement.

     14. EFFECT OF TERMINATION.The following provisions shall apply in the event
         ---------------------
of  a  termination  of  this  Agreement:

     (a)  If  the  Closing  has  not occurred on or prior to the Closing Date on
account  of  any  failure  of  Buyer to perform its obligations hereunder or the
parties  have not obtained the approval of the Public Service Commission of West
Virginia  and Seller has fully complied and performed pursuant to the provisions
of  this  Agreement,  Seller  may terminate this Agreement and Seller's sole and
exclusive  remedy against Buyer shall be to terminate this Agreement, and within
five  (5)  business days after Buyer receives written notice of such election by
Seller,  Seller  shall  give  written  instructions  to  the  Bank to return the
Deposit,  including  interest,  to  Buyer.

     (b)  If,  any  time  prior  to  Closing,  it  is determined that any of the
representations and warranties made herein by Seller are materially incorrect or
if  Seller  fails to fully and timely comply with any of Seller's obligations as
set  forth  herein  or  as  required  by  applicable law or the parties have not
obtained the approval of the Public Service Commission of West Virginia, Buyer's
sole  and  exclusive remedy against Seller shall be to terminate this Agreement,
and  within  five (5) business days after Seller receives written notice of such
election  by Buyer, Seller shall give written instructions to the Bank to return
the  Deposit,  including  interest,  to  Buyer.

     15.  GAS UTILITY REQUIREMENTS.  Within the Field , Seller has approximately
          -------------------------
twelve  hundred  (1,200)  residential  and commercial pay gas consumers, who are
either  located  directly  on the gathering line or utility lines.  Seller shall
reserve  unto  itself all existing gas utility meter taps on the pipelines to be
conveyed  to  Buyer  together with rights of ingress and egress to said taps for
the  pay  consumers  located  on gathering lines.  Seller shall have the further

                                     -10-
<PAGE>

right  to  set  additional  gas  utility  meter  taps  on  said lines or any new
gathering  lines  that  Buyer  may  construct  in  the Field for residential and
commercial  consumers.  Additionally,  Seller  shall have the right to construct
new  gas  utility lines and tie said lines into Buyer's gathering line system so
long  as  the  Gas  Supply Agreement remains in full force and effect.  Further,
Seller  shall  reserve unto itself the gas utility lines and the pipeline rights
of  way  associated therewith as depicted on attached Exhibit "A-2".  Seller and
Buyer shall enter into a mutually agreeable Gas Supply Agreement for purposes of
providing  gas  services  to  the  residential and commercial pay gas consumers,
which  Supply  Agreement will be approved in form and attached hereto as Exhibit
"B".  Additionally,  to  ensure sufficient quantities of gas for Buyer's utility
consumers,  said  Gas Supply Agreement contains provisions whereby Buyer commits
to  provide  gas  transportation/backhaul  service on Buyer's pipeline system to
Seller as needed.    Prior to Buyer abandoning any oil or gas well(s), gathering
line(s)  or  gas  sales  delivery  point(s)  in the  Field it shall first notify
Seller  of its intent to abandon such facilities and give Seller the opportunity
to  assume  the  same.

     16. WARRANTY OF TITLE. In all conveyances executed and delivered hereunder,
         -----------------
Seller  shall  specially warrant to Buyer and its successors and assigns that it
has  not  previously conveyed the Properties and warrant and defend title to the
Properties against the lawful claims and demands of all persons whomsoever claim
the  same  or  any  part thereof by, through or under Seller, but not otherwise.
Seller  makes  no other warranty or representation as to the quantity or quality
of  title  to  the  Properties.

     17.  CONDITIONS  OF  CLOSING  BY BUYER. The obligation of Buyer to close is
          ----------------------------------
subject  to  the  satisfaction  of  the  following  conditions:

     (a)  Buyer shall have had reasonable access during normal business hours to
all  data  and  records  obligated  to  be provided to Buyer as provided herein;

     (b)  Buyer  shall  have  had  reasonable access to the leases and equipment
included  in the Properties to conduct an inspection for all purposes, including
environmental  condition;

     (c)  All  representations  and  warranties  of  Seller  contained  in  this
Agreement  shall  be  true, correct and not misleading in all material respects,
and  Seller  shall  have performed and satisfied all agreements and covenants in
all  material  respects required by this Agreement to be performed and satisfied
by  Seller;

                                     -11-
<PAGE>

     (d)  Seller shall have obtained and delivered to Buyer (i) all prerequisite
waivers  of  preferential rights of purchase and (ii) all necessary consents for
transfer  of  the  Properties,  except  those  which  by  their nature cannot be
requested  or  obtained  until  after  Closing,  or  Buyer and Seller shall have
adjusted  the  Sale  Price  in accordance with the provisions of this Agreement;

     (e)  No  suit or other proceeding shall be pending or threatened before any
court  or governmental agency seeking to restrain, or prohibit this transaction,
or  to  declare  the  transaction  illegal,  or to obtain substantial damages in
connection  with  the  transaction  contemplated  hereby;

No  material  adverse  change  in  the  condition  of  the Properties shall have
occurred  subsequent  to  the  Effective  Time,  except depletion through normal
production  within  authorized  allowables,  ordinary  changes  in  rates  of
production,  and  depreciation  of  equipment  through  ordinary  wear and tear;

     (f)  As  of  the  Closing  Date,  Buyer  will  be  able  to  market the gas
attributable  to  Seller under terms and conditions no less favorable than those
under  which  Seller is marketing the gas as of the date hereof. Further that as
of  the  Closing  Date,  the  Properties  to  be conveyed by Seller shall not be
obligated  by virtue of any prepayment under any gas sales contract or oil sales
contract  which  contains  a  "take or pay" clause or any similar arrangement to
deliver  said  oil  and  gas  at  some  future  time without then and thereafter
receiving  full  payment,  therefore;  and

     (g)  All requisite final approvals of state or federal government agencies,
including,  without  limitation,  that  of the Public Service Commission of West
Virginia,  shall  have  been  granted and do not contain any terms or conditions
which  are  unsatisfactory  to  either Seller or Buyer, to be determined in such
party's  sole  discretion.

     18.  CONDITIONS  OF CLOSING BY SELLER. The obligation of Seller to close is
          ---------------------------------
subject  to  the  satisfaction  of  the  following  conditions:

     (a) All representations and warranties of Buyer contained in this Agreement
shall  be true, correct and not misleading in any and all material respects, and
Buyer shall have performed and satisfied all agreements and covenants in any and
all  material  respects required by this Agreement to be performed and satisfied
by  Buyer;

                                     -12-
<PAGE>

     (b)  No  suit or other proceeding shall be pending or threatened before any
court  or  governmental agency seeking to restrain or prohibit this transaction,
or  to  declare  this  transaction  illegal, or to obtain substantial damages in
connection  with  the  transaction  contemplated  hereby;  and

     (c)  All requisite final approvals of state or federal government agencies,
including,  without  limitation,  that  of the Public Service Commission of West
Virginia,  shall  have  been  granted and do not contain any terms or conditions
which  are  unsatisfactory  to  either Seller or Buyer, to be determined in such
party's  sole  discretion.

     19.  PRELIMINARY  CLOSING  STATEMENT.  Seller  shall prepare and furnish to
          -------------------------------
Buyer  at  least seven (7) days prior to Closing a preliminary closing statement
setting forth the adjustments to the Sale Price and the total amount of funds to
be  paid  by Buyer at Closing.  Such statement shall reflect each adjustment and
the  calculation  used  to  determine  such  amount,  including  the hereinafter
described  $12,600  monthly  operating  fee  to  be paid by Buyer to Seller. For
purposes  of  this  Agreement,  it  is  understood  that Seller will continue to
operate the Properties after the Effective Time and until Closing.  To eliminate
various  accounting  adjustments,  Buyer  agrees  to  pay to Seller an amount of
twelve  thousand  six  hundred  dollars  ($12,600) per month, or portion thereof
which  shall  be  deemed  to  cover all costs, save and except costs incurred in
repairing  leaky  gas  pipelines,  associated  with operation of the Properties.
Pipeline  repair  costs shall be deemed to be a workover expenditure and as such
are  covered  under the provisions of Paragraph 30(b).   The adjusted Sale Price
shall  mean  the  Sale  Price  adjusted  as  provided herein, including, but not
limited  to,  the Deposit, Title Defects, environmental defects, tax allocations
under  paragraph  23,  accounting  adjustments  under paragraph 24, preferential
rights  exercised,  and  the  $12,600  monthly  operating  fee  described above.

     20.  CLOSING.  The closing ("Closing") shall occur on or before November 1,
          --------
2002  at  9:00  a.m.  (the  "Closing  Date"),  at the offices of Buyer, 501 56th
Street, Charleston, West Virginia, or at such other time and place as Seller and
Buyer  may mutually agree in writing.  If the transaction fails to close by said
date,  Buyer shall be entitled to receive the Deposit plus interest thereon.  At
Closing  the  following  shall  occur:

                                     -13-
<PAGE>

     (a)  Seller  shall  execute,  acknowledge and deliver to Buyer or an entity
controlled by Buyer an Assignment and Bill of Sale substantially in the form and
substance  of  Exhibit "C" attached hereto, covering all of the Properties to be
sold  pursuant  hereto;

     (b) Buyer shall deliver to Seller by wire transfer the balance of the total
Sale  Price  due,  ($4,800,000.),  as  adjusted  hereunder,  subject  to further
adjustment  after  Closing  as  provided  for  herein;

     (c)  On  or  before  Closing,  Seller and Buyer shall execute all necessary
forms  to  be  filed  with the appropriate regulatory authorities concerning the
change  of  ownership  and  operatorship  of  the  Properties;

     (d)  Seller  shall,  subject  to  the  terms  of  any  applicable operating
agreements  and  to the provisions hereof, deliver to Buyer exclusive possession
of  the  Properties;

     (e)    Seller  at or immediately after Closing shall provide the following:
any  maps,  reports  and  other  written  material  relating  to the Properties,
including,  without  limitation,  lease files, property records, contract files,
operations files, well files, geological and geophysical maps, core analyses and
hydrocarbon  analyses,  well  logs,  mud  logs,  core  data  and  field  studies
("Records");  however, Seller shall have no obligation to furnish Buyer any data
or  information  which  Seller  considers  confidential  or proprietary or which
Seller  cannot  provide  Buyer because of third-party restrictions.  Buyer shall
keep all original files, maps and other "Records" as hereinsetforth at its place
of  business.  Seller  shall  have  the  right to access all of the above listed
materials  at  Buyer's  office during normal business hours for a period of five
(5) years from the Closing Date of this Agreement, subject to Seller's agreement
to  maintain  confidentiality  thereof;

     (f)     Buyer shall execute and deliver to Seller all necessary forms to be
filed  with  the  applicable  conservation or regulatory agencies concerning the
change  of  ownership  or  operatorship  of  the Properties, including by way of
example  the  West  Virginia Division of Environmental Protection, Office of Oil
and Gas for change in operatorship of the wells and Seller shall submit same for
filing  to  such  agencies  at  Buyer's expense, which will include, among other
items  the West Virginia per well transfer fee (currently $50.00/well) and Buyer
shall  deliver  to  Seller  evidence  of  any appropriate plugging bonds, surety
letters, or letter of credit acceptable to such authorities to authorize Buyer's
right  to  conduct  operations,  if  applicable;  and

                                     -14-
<PAGE>

     (g)  Upon  mutual  execution of this Agreement, Seller shall retain the law
firm  of  Goodwin  and  Goodwin in Charleston, West Virginia and file a petition
with  the  PSC  seeking  approval for the conveyance of the Properties to Buyer.

      21.RESERVATIONS  AND  EXCEPTIONS.  Sale  and purchase of the Properties is
         -----------------------------
made  subject  to all reservations, exceptions, limitations, contracts and other
burdens  or  instruments  which  are  of  record or of which Buyer has actual or
constructive  notice,  including  any  matter  included  or  referenced  in  the
materials  made  available  by  Seller  to  Buyer.

       22.ASSUMPTION  OF  LIABILITIES AND INDEMNITIES. As used in this paragraph
          -------------------------------------------
and  the subparagraphs hereunder, "Claims" shall include claims (including those
associated  with  matters  disclosed  by  Seller at Closing), demands, causes of
action,  liabilities,  damages, penalties and judgments of any kind or character
and  all  costs and fees in connection therewith, including attorney's fees, but
shall  not  include  claims,  demands,  causes  of action, liabilities, damages,
penalties  and  judgments arising out of the following: (i) failure of Seller to
pay  or  properly  pay  income, excise or other taxes, whether federal, state or
local,  (ii)  the  continual  defense  of  any and all lawsuits now pending with
regard  to  the Properties and the judgments resulting there from  and (iii) any
liabilities  or  obligations resulting from or arising out of Seller's violation
of  laws  in  effect  at  the  Effective Time, if the particular facts about the
liability  or  obligation  were  known  by  an officer, manager or supervisor of
Seller  and  not disclosed to Buyer or otherwise known to Buyer at the Effective
Time  and  (iv)  any  liabilities  or obligations associated with the collective
bargaring  agreement  with  Seller's  union  employees  ("Seller  Retained
Liabilities").

     (a)         The  Properties  have  been  used  for  exploring,  developing,
producing,  treating  and  transporting  oil  and gas.  Properties used for such
purposes  may  have  experienced  spills  of  wastes, crude oil, produced water,
hazardous  substances  and  other  materials,  and  may  have  thereon  unknown,
abandoned  wells,  plugged wells, pipelines and other equipment on or underneath

                                     -15-
<PAGE>

the  surface thereof.  It is the intent  of Buyer and Seller that all liability,
if  any,  associated  with the above matters as well as any liability to plug or
replug  any  such wells in accordance with the applicable rules, regulations and
requirements  of  governmental  agencies  be passed to Buyer at Closing and that
Buyer  shall  assume  all liability, if any, for such matters and all Claims, if
any,  related  thereto.  Additionally,  Properties  used  for  such purposes may
contain  asbestos,  hazardous  substances  or  Naturally  Occurring  Radioactive
Material  ("NORM").  NORM  may  affix  or  attach itself to the inside of wells,
materials and equipment as scale or in other forms; wells, materials, equipment,
and  surface  locations  located  on  such Properties may contain NORM; and NORM
containing  material  may be buried or otherwise disposed of on such Properties.
Special  procedures  may be required for remediating, removing, transporting and
disposing  of  asbestos, NORM, hazardous substances and other materials from the
Properties,  and  Buyer  assumes  all  liability,  if  any,  for any assessment,
remediation,  removal,  transportation  and  disposal  of  these  materials  and
associated  activities  in accordance with the applicable rules, regulations and
requirements  of  governmental  agencies.

     (b)  Buyer shall, at Closing, assume and be responsible for and comply with
all  duties  and  obligations of Seller, express or implied, with respect to the
Properties,  including,  without limitation, those arising under or by virtue of
any  lease,  contract,  agreement, document, permit, applicable statute or rule,
regulation  or  order  of  any  governmental authority, (specifically including,
without  limitation,  any  governmental  request or requirement to plug, re-plug
and/or  abandon  any  well of whatsoever type, status or classification, or take
any clean-up or other action with respect to the Property or premises, including
hazardous  waste  cleanup  costs  under the Resource and Recovery Act (RCRA), 42
U.S.C.  6901-6991,  the  Comprehensive  Environmental Response, Compensation and
Liability  Act  (CERCLA),  42  U.S.C.  9601-9675  or  similar  laws,  rules  or
regulations).  Buyer  shall  defend, indemnify and hold Seller harmless from any
and  all  Claims  arising  out  of  or  in  connection  therewith.

     (c)       Buyer  shall  at  Closing,  defend,  indemnify  and  hold  Seller
harmless  from  and  against  any  and  all Claims for personal injury, death or
damage  to  property  or  to  the  environment, or for any other relief, arising
directly  or  indirectly  from,  or incident to, the use, occupation, operation,
maintenance  or  abandonment  of  any  of  the  Properties,  or condition of the
Property  or  premises,  whether  latent or patent, and whether asserted against
Buyer  and/or  Seller  after  the Effective Time, whether or not any such Claims
result  from  conditions,  actions or inactions at or before the Effective Time.

                                     -16-
<PAGE>

     (d)     Environmental Indemnity and Release.  As of Closing, Buyer releases
             ------------------------------------
and  forever  discharges  Seller, and Buyer agrees to defend, indemnify and hold
Seller  harmless  from  any  and  all  damages,  Claims,  losses,  liabilities,
penalties,  fines,  liens,  judgments, costs and expenses whatsoever (including,
without limitation, attorney's fees and costs), whether direct or indirect, that
may  arise  on account of or in any way be connected with the physical condition
of  the  Properties  or  any  law  or  regulation applicable thereto, including,
without  limitation,  the Comprehensive Environmental Response, Compensation and
Liability  Act  of  1980,  as  amended (42 U.S.C. & 6091 et. seq.), The Resource
                                                         --- -----
Conservation  and  Recovery  Act  of 1976 (42 U.S.C. & 6901 et. seq.), The Clean
                                                            --- -----
Water  Act  (33 U.S.C. & 466 et. seq.), The Safe Drinking Water Act (14 U.S.C. &
                             --- ----
1401  -1450),  The Hazardous Materials Transportation Act (49 U.S.C. & 1401-7401
et.  seq.)  as  amended,  The  Clean  Air  Act amendments of 1990, and any other
applicable federal, state or local law, regardless whether or not arising during
the  period  of,  or  from,  or  in  connection  with  Seller's ownership of the
Properties  or  use  of  the  property.

     (e)  Neither  Seller nor Buyer shall have any obligation or liability under
this  Agreement  or  in  connection  with  or  with  respect to the transactions
contemplated  in  this  Agreement  for  (a)  any  breach,  misrepresentation  or
noncompliance  with  respect  to  any  representation,  warranty,  covenant  or
obligation  if  such  breach, misrepresentation or noncompliance shall have been
waived  by  the  other party, (b) any misrepresentation or breach of warranty if
such  other  party  had knowledge of the relevant facts at or before Closing, or
(c)  any misrepresentation or breach of warranty if such other party should have
known,  in  the  exercise  of  reasonable diligence, of the relevant facts at or
before  Closing.

     (f)  At Closing, Buyer shall defend, indemnify and hold harmless Seller for
Buyer's loss of or misdelivery of the suspense funds transferred to the Buyer by
Seller  at Closing, including, without limitation, reasonable attorneys fees and
costs.  At closing, Seller shall provide to Buyer a listing showing all proceeds
from  production  attributable  to  the  Properties  that  are currently held in
suspense  and  shall  transfer  to  Buyer  all  such  suspended proceeds. Seller
represents  and  warrants  to the best of its knowledge, the amounts in suspense
are  materially  sufficient  to  cover  all  claims  hereunder.

                                     -17-
<PAGE>

     (g)  The  indemnities in this paragraph shall inure to the benefit of Buyer
and Seller and the respective officers, directors, employees, agents, successors
and  assigns  of  each  of  them.

     (h)      THE  INDEMNIFICATION,  RELEASE  AND ASSUMPTION PROVISIONS PROVIDED
              ------------------------------------------------------------------
FOR  IN  PARAGRAPH  22  OF THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE
  ------------------------------------------------------------------------------
LOSSES,  COSTS,  EXPENSES  AND  DAMAGES  IN QUESTION AROSE FROM THE GROSS, SOLE,
  ------------------------------------------------------------------------------
CONCURRENT  ACTIVE  OR PASSIVE NEGLIGENCE OF THE SELLER AND ITS EMPLOYEES AND/OR
  ------------------------------------------------------------------------------
AGENTS  OR  ANY  THIRD  PARTY AND REGARDLESS OF WHO MAY BE AT FAULT OR OTHERWISE
 -------------------------------------------------------------------------------
RESPONSIBLE  UNDER  ANY  OTHER  CONTRACT, OR ANY STATUTE, RULE OR THEORY OF LAW,
 -------------------------------------------------------------------------------
INCLUDING,  BUT  NOT LIMITED TO, THEORIES OR STRICT LIABILITY.  BUYER AND SELLER
 -------------------------------------------------------------------------------
ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND IS
 -------------------------------------------------------------------------------
CONSPICUOUS.
-----------

     (i)     Seller  and the West Virginia Division of Environmental Protection,
Office  of  Oil  and  Gas  have  entered  into an Agreed Order No. 2001-02, that
requires  Seller to either re-establish production of oil and/or gas or plug and
abandon  certain temporarily abandoned wells, one of which is a well to conveyed
to  Buyer,  the  J.  A.  Wetherall  Well  No.  6  (API  No. 47-005-0683).  Buyer
acknowledges receipt of a copy of the aforesaid Agreed Order and Buyer agrees to
be  bound  by  and  to comply with all terms, conditions and requirements of the
Agreed  Order  with  respect  to  the  J.  A.  Wetherall  Well  No.  6.

     23.  TAXES.  All  ad  valorem  taxes,  real  property  taxes  and  similar
          -----
obligations  with  respect  to the tax period in which the Effective Time occurs
(the  "current  tax period") shall be apportioned between Seller and Buyer as of
the  Effective  Time based on the actual assessment or the immediately preceding
tax  period  assessment  if actual assessment has not been received. Buyer shall
pay,  and  defend  and  hold Seller harmless with respect to payment of all such
taxes on the Properties for the current tax period and thereafter, together with
any  interest  or  penalties  assessed  thereon.

                                     -18-
<PAGE>

      24.  ACCOUNTING.  All  proceeds  from the sale of production actually sold
           ----------
and  delivered  by  Seller  prior  to  the  Effective  Time  attributable to the
Properties  shall  belong to Seller and all proceeds from the sale of production
actually  sold  and  delivered  after  the  Effective  Time  ("Buyer  Proceeds")
attributable to the Properties shall belong to Buyer.  Proceeds held in suspense
or  escrow which will be transferred to Buyer at Closing shall not be considered
Buyer  Proceeds.  Except  as  otherwise specifically provided in this Agreement,
all  costs,  expenses  and  obligations  relating to the Properties which accrue
prior to the Effective Time shall be paid and discharged by Seller regardless of
when  invoices  for  such  costs,  expenses and obligations are received and all
costs,  expenses  and  obligations relating to the Properties which accrue after
the  Effective  Time  shall  be  paid  and  discharged  by  Buyer.
The  foregoing  adjustments  shall  be  made  by  debits and credits between the
parties  at  Post-Closing,  as  provided  for  hereinafter,  and  included as an
adjustment  to  the  Sale  Price  at  Closing.

     25. SALES TAX.  All sales and transfer taxes, or assessments, levied by any
         ---------
governmental authority on the contemplated transaction or transfer of Properties
shall  be  paid  by  Seller.

     26.POST-CLOSING  ADJUSTMENTS.     As soon as practicable after Closing, but
        -------------------------
in  any  event  within  ninety  (90)  days  thereafter, Seller shall prepare, in
accordance  with  this  Agreement  and  (where  applicable)  in  accordance with
generally  accepted  accounting  principles  consistently  applied,  a  final
settlement  statement  (herein  called the "Final Statement") setting forth each
adjustment  or  payment which was not finally determined as of the Closing Date,
and  showing  the calculation of the final settlement amount based on such Final
Statement  (the  "final  settlement  amount").  Seller  shall  submit  the Final
Statement  to Buyer and shall afford Buyer access to Seller's records pertaining
to  the  computations  contained in the Final Statement.  As soon as practicable
after  receipt  of the statement, Buyer shall deliver to Seller a written report
containing any changes which Buyer proposes be made to the Final Statement.  The
parties  shall  agree  with  respect  to  the  amounts  due  pursuant  to  such
Post-Closing adjustment not later than thirty (30) days after Buyer's receipt of
Seller's  Final  Statement.  The date upon which such agreement is reached shall
be  herein  called  the  "Settlement  Date".  Within  two  (2)  days  after such
Settlement  Date,  Buyer  shall  pay  to  Seller or Seller shall pay to Buyer in
immediately  available  funds  the  net  amount  due.

                                     -19-
<PAGE>

     27. NOTICES.  All communications required or permitted under this Agreement
         -------
shall  be in writing and any communication or delivery hereunder shall be deemed
to  have  been  fully  made if actually delivered, or if mailed by registered or
certified  mail,  postage  prepaid,  to  the  address  as  set  forth  below:

SELLER
------
EAST  RESOURCES,  INC.
P.  O.  Box  907
Wexford,  PA  15090
Attention:  William  A.  Fustos
Phone:  (724)  940-1970
Fax:  (724)  940-1977

BUYER
-----

ENERGY  CORPORATION  OF  AMERICA
501  56th  Street
Charleston,  WV  25304
Attention:  Donald  C.  Supcoe
Phone:  (304)  925-6100
Fax:  (304)  925-3285


     28.  FURTHER  ASSURANCES.  After Closing each of the parties shall execute,
          --------------------
acknowledge  and  deliver  to  the other such further instruments, and take such
other actions as may be reasonably necessary to carry out the provisions of this
Agreement.  However,  Buyer  shall  assume  all responsibility for notifying the
purchaser  of  gas  production  from  the  Properties, and such other designated
persons  who may be responsible for disbursing payments for the purchase of such
production,  of  the  change  of  ownership of the Properties.  Buyer and Seller
shall  take all actions necessary to effectuate the transfer of such payments to
Buyer.  After  the  Settlement Date, additional proceeds received by or expenses
paid  by either Buyer or Seller on behalf of the other party shall be settled by
invoicing  such  party  for  expenses  paid or remitting to such other party any
proceeds  received.

                                     -20-
<PAGE>

     29.DISCLAIMER  OF  WARRANTIES.  EXCEPT  AS  PROVIDED  IN PARAGRAPHS 16 & 22
        --------------------------
HEREOF, ANY  INSTRUMENT  OF CONVEYANCE OR SALE EXECUTED PURSUANT HERETO SHALL BE
EXECUTED WITHOUT ANY WARRANTY OF TITLE,  EITHER  EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION AS  TO  THE
MERCHANTABILITY  OF  ANY OF THE EQUIPMENT OR OTHER PERSONAL PROPERTY INCLUDED IN
THE  PROPERTIES OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND WITHOUT ANY OTHER
EXPRESS  OR IMPLIED WARRANTY OR REPRESENTATION WHATSOEVER.  IT IS UNDERSTOOD AND
AGREED  THAT  BUYER  SHALL  HAVE  INSPECTED  THE  PROPERTIES  FOR  ALL PURPOSES,
INCLUDING, WITHOUT LIMITATION, FOR THE PURPOSE OF DETECTING THE PRESENCE OF NORM
AND  MAN  MADE MATERIAL FIBERS (HEREINAFTER REFERRED TO AS "MMMF") AND SATISFIED
ITSELF  AS  TO  THEIR  PHYSICAL  AND  ENVIRONMENTAL  CONDITION, BOTH SURFACE AND
SUBSURFACE,  INCLUDING,  BUT NOT LIMITED TO, CONDITIONS RELATED TO THE PRESENCE,
RELEASE  OR  DISPOSAL  OF HAZARDOUS SUBSTANCES, AND THAT BUYER IS RELYING SOLELY
UPON  THE  RESULTS  OF SUCH INSPECTION OF THE PROPERTIES AND SHALL ACCEPT ALL OF
THE  SAME  IN  THEIR "AS IS, WHERE IS" CONDITION. SELLER DISCLAIMS ALL LIABILITY
ARISING IN CONNECTION WITH THE PRESENCE OF NORM OR MMMF ON THE PROPERTIES AND IF
TESTS  HAVE  BEEN  CONDUCTED  BY SELLER FOR THE PRESENCE OF NORM OR MMMF, SELLER
DISCLAIMS  ANY  WARRANTY  RESPECTING  THE ACCURACY OF SUCH TESTS OR RESULTS.  IN
ADDITION,  SELLER  AND ITS CONSULTANTS SHALL MAKE NO WARRANTY OR REPRESENTATION,
EXPRESS  OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY DATA, INFORMATION
OR  MATERIALS  HERETOFORE  OR  HEREAFTER  FURNISHED BUYER IN CONNECTION WITH THE
PROPERTIES,  OR  AS  TO THE QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY)
ATTRIBUTABLE  TO  THE  PROPERTIES  OR  THE  ABILITY OF THE PROPERTIES TO PRODUCE
HYDROCARBONS.  ANY  AND ALL SUCH DATA, INFORMATION AND OTHER MATERIALS FURNISHED
BY  SELLER  IS  PROVIDED TO BUYER AS A CONVENIENCE AND ANY RELIANCE ON OR USE OF
THE  SAME SHALL BE AT BUYER'S SOLE RISK.  BUYER EXPRESSLY ACKNOWLEDGES THAT THIS

                                     -21-
<PAGE>

EXPRESS  WAIVER  SHALL  BE CONSIDERED A MATERIAL AND INTEGRAL PART  OF THIS SALE
AND  THE  CONSIDERATION  THEREOF;  AND  ACKNOWLEDGES  THAT  THIS WAIVER HAS BEEN
BROUGHT  TO  THE  ATTENTION  OF BUYER AND EXPLAINED IN DETAIL AND THAT BUYER HAS
VOLUNTARILY AND KNOWINGLY CONSENTED TO THIS WAIVER OF WARRANTY OF FITNESS AND/OR
WARRANTY  AGAINST  REDHIBITORY  VICES  AND  DEFECT  FOR  THE  PROPERTIES.  BUYER
ACKNOWLEDGES  THAT  THIS  EXPRESS  WAIVER  SHALL  BE  CONSIDERED  A MATERIAL AND
INTEGRAL  PART OF THIS SALE AND THE CONSIDERATION THEREOF; AND ACKNOWLEDGES THAT
THIS  WAIVER  HAS BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL
AND  THAT  BUYER  HAS  VOLUNTARILY  AND KNOWINGLY CONSENTED TO THIS WAIVER.  ALL
INSTRUMENTS  OF  CONVEYANCE TO BE DELIVERED BY SELLER AT CLOSING SHALL EXPRESSLY
SET  FORTH  THE  DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
PARAGRAPH.

     30.  OPERATIONS  BY  SELLER.  Seller  will  operate  the  Properties  until
          ----------------------
Closing.

     a.  Risk.  The  risk  of casualty loss relating to the Properties will pass
         ----
from  Seller  to  Buyer  as  of  the Effective Time.  Seller agrees that for any
casualty  loss  subsequent  to  the  Effective Time it shall seek recovery under
applicable policies and upon recovery, any payment of benefits under such policy
attributable  to  coverage for such casualty loss shall be forwarded to Buyer by
Seller.

     b.  Operations after Effective Time. Seller shall not (i) act in any manner
         --------------------------------
with  respect  to  the  Properties other than in the normal, usual and customary
manner,  consistent with prior practice; (ii) dispose of, encumber or relinquish
any  of  the  Properties  (other than in the ordinary course of business or as a
result of the expiration of a lease or other agreements or contracts that Seller
has no right or option to renew); (iii) waive, compromise or settle any material
right  or  claim  with  respect  to  any of the Properties; (iv) make capital or
workover  expenditures with respect to the Properties in an amount which exceeds
$5,000.00  without  Buyer's  consent,  except when required by an emergency when
there  shall  have been insufficient time to obtain advance consent; (v) abandon
any well unless required to do so by a governmental or regulatory agency or (vi)
modify  or  terminate  any  lease  or  other  material  agreement  or  contract.

                                     -22-
<PAGE>

     31.SECURITIES  LAWS.  The  solicitation  of  offers  and  the  sale  of the
        ----------------
Properties  by Seller have not been registered under any securities laws.  Buyer
represents that at no time has it been presented with or solicited by or through
any  public  promotion  or  any  form  of  advertising  in  connection with this
transaction.  Buyer represents that it intends to acquire the Properties for its
own  benefit  and  account  and that it is not acquiring the Properties with the
intent  of distributing fractional, undivided interests that would be subject to
regulation  by federal or state securities laws, and that if it sells, transfers
or  otherwise  disposes of the Properties or fractional, undivided interests, it
will  do  so  in  compliance  with applicable federal and state securities laws.

     32. DUE DILIGENCE.  Buyer represents that it has performed, or will perform
         -------------
prior  to  Closing,  sufficient  review  and  due  diligence with respect to the
Properties,  which  includes  reviewing  well-data,  title  and other files, and
performing  necessary  evaluations,  assessments  and  other  tasks  involved in
evaluating  the Properties, to satisfy its requirements completely and to enable
it  to  make  an  informed decision to acquire the Properties under the terms of
this  Agreement.

     33. MATERIAL FACTOR.  Buyer acknowledges that Buyer's representations under
         ---------------
Paragraphs  28  and  29  are  a material inducement to Seller to enter into this
Agreement  with,  and  close  the  sale  to,  Buyer.

     34.ENTIRE  AGREEMENT.  This  instrument states the entire agreement between
        -----------------
the  parties  and  may be supplemented, altered, amended, modified or revoked by
writing  only,  signed  by  both  parties.  This  Agreement supersedes any prior
agreements  between  the  parties concerning sale of the Properties, except that
any  confidentiality agreement shall terminate at Closing.  The headings are for
guidance  only  and  shall  have  no significance in the interpretations of this
Agreement.

     35.TAX  REPORTING.  Seller  and  Buyer  agree  that this transaction is not
        --------------
subject  to  the  reporting  requirement of Section 1060 of the Internal Revenue
Code  of 1986, as amended, and that, therefore, IRS Form 8594, Asset Acquisition
statement, is not required to be and will not be filed for this transaction.  In
the event the parties mutually agree that a filing of Form 8594 is required, the
parties  will  confer  and  cooperate  in  the  preparation  and filing of their
respective  forms  to  reflect  a  consistent  reporting  of  the  agreed  upon
allocation.

                                     -23-
<PAGE>

     36.  ASSIGNABILITY. This Agreement and the rights and obligations hereunder
          -------------
shall  not  be  assignable or delegable by either party hereto without the prior
written  consent  of  the  other  party unless such assignment occurs by merger,
reorganization  or sale of all of a party's assets.  Provided however that Buyer
may  assign  its  rights  and obligations hereunder to an affiliate without such
consent.

     37.  SURVIVAL.  Unless  expressly  limited,  all  of  the  representations,
          --------
warranties  and  agreements  of  or  by  the  parties  hereto  shall survive the
execution  and  delivery  of  the  Assignment  and  Bill  of  Sale.

     38.CHOICE  OF  LAW.  THIS  AGREEMENT  SHALL  BE GOVERNED BY THE LAWS OF THE
        ---------------
STATE  OF  WEST  VIRGINIA.

     39.COUNTERPART  EXECUTION.  This  Agreement may be executed in counterparts
        ----------------------
and  each counterpart shall constitute a binding agreement as if the parties had
executed  a  single  document.

BUYER  ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT IN ITS ENTIRETY, AND THAT IT
UNDERSTANDS ALL THE PROVISIONS SET FORTH THEREIN, INCLUDING, BUT NOT LIMITED TO,
THOSE  PROVISIONS  LOCATED  IN  PARAGRAPH  22  WHEREIN BUYER AGREES TO INDEMNIFY
SELLER  IN  CERTAIN  CIRCUMSTANCES EVEN THOUGH THE LOSSES, COSTS, EXPENSE AND/OR
DAMAGES  MAY  HAVE BEEN CAUSED BY THE GROSS, SOLE, CONCURRENT, ACTIVE OR PASSIVE
NEGLIGENCE  OF  THE SELLER, ITS EMPLOYEES OR ANY THIRD PARTY AND EVEN THOUGH THE
SELLER  MAY BE RESPONSIBLE FOR SUCH LOSSES, COSTS, EXPENSES AND/OR DAMAGES UNDER
ANY  THEORY  OF  LAW,  INCLUDING,  BUT  NOT  LIMITED  TO,  STRICT  LIABILITY.

                                     -24-
<PAGE>


EXECUTED  AS  OF  THE  DATE  FIRST  ABOVE  MENTIONED.

SELLER
EAST  RESOURCES,  INC.


BY:     /S/ William A. Fustos
    --------------------------------------
     William  A.  Fustos
     Vice  President  of  Engineering


BUYER

ENERGY  CORPORATION  OF  AMERICA


BY:      /S/ Donald C. Supcoe
    --------------------------------------
     Donald  C.  Supcoe
     Senior  Vice  President

                                     -25-
<PAGE>