Exhibit 10.17

                    UNITED STATES DEPARTMENT OF THE INTERIOR

                            BUREAU OF LAND MANAGEMENT
                              Wyoming State Office
                                  P.O. Box 1828
                          Cheyenne, Wyoming 82003-1828

                                                           In Reply Refer

                                                           3453
                                                           WYW0313773
                                                           WYW78631
                                                           WYW124783
                                                           (921MLove)
                                                           Phone No.: 307-______
                                                           Fax No.:  307-______

                                                      Nov 16 1999

                                 D E C I S I O N

RAG Wyoming Land Company                      :
Attn:  Steve Youngbauer                       :                   Federal Coal
P.O. Box 3039                                 :                 Eagle Butte Mine
Gillette, WY 82717-3039                       :

                Qualifications Accepted; Name Changes Recognized;
            Logical Mining Unit Modified; Bonds and Riders Accepted;
                  Final Bonus Payment Verified; Rider Returned;
                         Periods of Liability Terminated

On August 5, 1999, and October 12, 1999, we received documents evidencing the
merger of Cyprus Amax Coal Company into RAG American Coal Company with RAG
American Coal Company as the surviving entity, along with documentation of the
name change from Amax Land Company to RAG Wyoming Land Company. Additionally, we
received qualifications statements for RAG American Coal Company and RAG Wyoming
Land Company.

On August 20, 1999, we received replacement bonds, with RAG Wyoming Land Company
as principal, to provide coverage for Federal coal leases WYW0313773 and
WYW78631 included in the Eagle Butte Mine Logical Mining Unit (LMU). The limits
shared by the sureties are shown below:


                                                                               2


                                                                                                      Liability
         Lease #                          Surety Name                       Surety Bond #                Limit
         -------                          -----------                       -------------                -----

WYW0313773                 National Union Fire Insurance Insurance
                           Co. of Pittsburgh                                  210067-073               $159,000

                           St. Paul Fire and Marine Insurance
                           Company                                            KA2990-073               $159,000

                           Travelers Casualty and Surety Company            103198931-073              $159,000

WYW78631                   National Union Fire Insurance Insurance
                           Co. of Pittsburgh                                  210067-066              $1,200,333

                           St. Paul Fire and Marine Insurance
                           Company                                            KA2990-066              $1,200,333

                           Travelers Casualty and Surety Company            103198931-066             $1,200,333


On October 12, 1999, we received a rider to the above-described replacement bond
for Federal coal lease WYW0313773 which extends coverage of the bond to cover
any and all liabilities that may be outstanding on Bond Number 9278308, with
AMAX Land Company as principal, and National Fire Insurance Company of Hartford
as surety.

We also received on October 12, 1999, a rider to the above-described replacement
bond for Federal coal lease WYW78631 which extends coverage of the bond to cover
any and all liabilities that may be outstanding on Bond Number 158601710
(formerly bond number BND2248737) with National Fire Insurance Company of
Hartford as surety. (Note: Previously, on November 15, 1998, we received a rider
to 158601710 which increased the bond amount to $3,601,000. By this decision
that rider is being accepted effective November 16, 1998.)

Federal coal lease WYW124783, also part of the Eagle Butte Mine, but not
included in the LMU, is currently covered by bond numbers JP1298 ($5,000 lease)
and JP1297 ($3,694,080 deferred bonus) with St. Paul Fire and Marine Insurance
Company as surety. On August 20, 1999, we received riders to these bonds which
add two additional sureties/numbers and change the name of the principal from
AMAX Land Company to RAG Wyoming Land Company. We have verified with the
Minerals Management Service that the final deferred bonus payment for Federal
coal lease WYW124783, due August 1, 1999, has been paid; therefore, the period
of liability under Bond Number JP1297 is terminated. The rider supplied for Bond
Number JP1297 is returned without acceptance to RAG American Coal Company
attached to Ms. Eva Schrum's copy of this decision. The surety/bond number
changes to the $5,000 lease bond for Federal lease WYW124783 are shown below:


                                                                               3


                       Surety Name                     Surety Bond Number
                       -----------                     ------------------
    St. Paul Fire and
    Marine Insurance Company                       KA2990-021 (formerly JP1298)

    National Union Fire Insurance Insurance
    Co. of Pittsburgh                                       210067-021

    Travelers Casualty and
    Surety Company                                        103198931-021

The merger documents, qualifications statements, replacement bonds, and riders
have been examined, found satisfactory, and are accepted effective October 12,
1999.

The periods of Liability under Bond Numbers 9278308 and 158601710, with National
Fire Insurance Company of Hartford as surety, and AMAX Land Company as
principal, are hereby terminated effective October 12, 1999, the acceptance date
of the replacement bonds.

The records of this office have been changed to reflect that the lessee of
record for Federal coal leases WYW0313773, WYW78631, and WYW124783 is RAG
Wyoming Land Company.

Additionally, RAG Wyoming Land Company has requested that the Eagle Butte Mine
LMU be modified to change the unit operator from AMAX Land Company to RAG
Wyoming Land Company. The LMU is hereby modified to reflect that RAG Wyoming
Land Company is the operator and will be responsible for operations under the
LMU in accordance with the LMU approval document.

If you have any questions concerning this decision, please contact Mavis Love in
the Minerals and Lands Authorization Group at 307-775-6258.





                                             Pamela J. Lewis
                                             Chief, Leasable Minerals Section

cc:
RAG American Coal Company, Attn:  Eva Schrum, 9100 East Mineral Circle,
      Englewood, CO 80112-3401 w/rider to Bond #KA2990-025 (formerly JP1297)
National Union Fire Insurance Company of Pittsburgh, PA,
     c/o Patricia Thurmond, Attorney-in-Fact, 70 Pine Street, New York, NY 10270
St. Paul Fire and Marine Insurance Company, c/o Patricia Thurmond,
     Attorney-in-Fact, 385 Washington St., St. Paul, MN 55102
Travelers Casualty and Surety Company, c/o Patricia Thurmond, Attorney-in-Fact,
     One Tower Square, Hartford, CT 06183
National Fire Insurance Company of Hartford, c/o Joan Bagnall, Attorney-in-Fact,
     CNA Plaza, Chicago, IL 60685


                                                                               4

Mr. Olen Harvey, CNA Surety, 950 Echo Lane, Suite #250, Houston, TX 77024
MMS, Royalty Management Program, Reporting & Valuation Division, Solid Minerals
     Reporting Staff, P.O. Box 5760, MS3153, Denver, CO 80217
FM, Casper
Eagle Butte LMU File WYW133406
Qualifications Files






























WY 3400-6                UNITED STATES               Serial Number
(April 1985)       DEPARTMENT OF THE INTERIOR        3400 (925-9) WYW0313773
                   BUREAU OF LAND MANAGEMENT         Date Lease Issued
                                                     Effective
                    COAL LEASE READJUSTMENT          September 1, 1965

PART I: LEASE RIGHTS GRANTED

This lease, entered into by and between the United States of America,
hereinafter called the lessor, through the Bureau of Land Management, and (Name
and Address)

                  AMAX Land Company
                  P.O. Box 3005
                  Gillette, WY  82717-3005

hereinafter called the lessee, is readjusted, effective (Date) September 1,
1995, for a period of 10 years and for so long thereafter as coal is produced in
commercial quantities from the leased lands, subject to readjustment of lease
terms at the end of each 10-year period.

Sec. 1. This lease readjustment is subject to the terms and provisions of the:

         [X]  Mineral Lands Leasing Act of 1920, Act of February 25, 1920, as
              amended, 41 Stat. 437, 30 U.S.C. 181-287, hereinafter referred to
              as the Act;

         [ ]  Mineral Leasing Act for Acquired Lands, Act of August 7, 1947,
              61 Stat. 913, 30 U.S.C. 351-359;

and to the regulations and formal orders of the Secretary of the Interior which
are now or hereafter in force, when not inconsistent with the express and
specific provisions herein.

Sec. 2. Lessor, in consideration of any rents and royalties to be paid, and the
conditions and covenants to be observed as herein set forth, hereby grants to
lessee the exclusive right and privilege to drill for, mine, extract, remove or
otherwise process and dispose of the coal deposits in, upon, or under the
following described lands:

          T. 51 N., R. 72 W., 6th P.M., Campbell County, Wyoming
          ------------------------------------------------------
               Sec. 21: Lots 1 thru 16;
               Sec. 22: Lots 9 thru 16;
               Sec. 23: Lots 9 thru 16;
               Sec. 26: Lots 1 thru 16;
               Sec. 27: Lots 1 thru 16;
               Sec. 28: Lots 1, 2, 7 and 8;
               Sec. 34: Lots 1, 2, 7 and 8;
               Sec. 35: Lots 1 thru 16.


containing 3,275.96 acres, more or less, together with the right to construct
such works, buildings, plants, structures, equipment and appliances and the
right to use such on-lease rights-



                                                             3400 (925-9)
                                                             WYW0313773
                                                             9/1/95 Readjustment


of-way which may be necessary and convenient to the exercise of the rights and
privileges granted, subject to the conditions herein provided.

PART II: TERMS AND CONDITIONS

Sec. 1. (a) RENTAL RATE - Lessee shall pay lessor rental annually and in advance
for each acre or fraction thereof during the continuance of the lease at the
rate of $3.00 for each lease year.

(b) RENTAL CREDITS - Rental shall not be credited against either production or
advance royalties for any year.

Sec. 2. (a) PRODUCTION ROYALTIES - The royalty shall be 12 1/2 percent of the
value of the coal produced by strip or auger methods and 8 percent of the value
of the coal produced by underground mining methods. The value of the coal shall
be determined as set forth in 43 CFR 3480. Royalties are due to lessor the final
day of the month succeeding the calendar month in which the royalty obligation
accrues.

(b) ADVANCE ROYALTIES - Upon request by the lessee, the authorized officer may
accept, for a total of not more than 10 years, the payment of advance royalties
in lieu of continued operation, consistent with the regulations. The advance
royalty shall be based on a percent of the value of a minimum number of tons
determined in the manner established by the advance royalty regulations in
effect at the time the lessee requests approval to pay advance royalties in lieu
of continued operation.

Sec. 3. BONDS - Lessee shall maintain in the proper office a lease bond in the
amount of $2,724,000. The authorized officer may require an increase in this
amount when additional coverage is determined appropriate.

Sec. 4. DILIGENCE - This lease is subject to the conditions of diligent
development and continued operation, except that these conditions are excused
when operations under the lease are interrupted by strikes, the elements, or
casualties not attributable to the lessee. The lessor, in the public interest,
may suspend the condition of continued operation upon payment of advance
royalties in accordance with the regulations in existence at the time of the
suspension. Lessee's failure to produce coal in commercial quantities at the end
of 10 years shall terminate the lease. If not submitted already, lessee shall
submit an operation and reclamation plan pursuant to Section 7 of the Act no
later than 3 years after the effective date of this lease readjustment.

The lessor reserves the power to assent to or order the suspension of the terms
and conditions of this lease in accordance with, INTER ALIA, Section 39 of the
Mineral Leasing Act, 30 U.S.C. 209.

Sec. 5. LOGICAL MINING UNIT (LMU) - Either upon approval by the lessor of the
lessee's application or at the direction of the lessor, this lease shall become
an LMU or part of an LMU, subject to the provisions set forth in the
regulations.


                                                             3400 (925-9)
                                                             WYW0313773
                                                             9/1/95 Readjustment


The stipulations established in an LMU approval in effect at the time of LMU
approval will supersede the relevant inconsistent terms of this lease so long as
the lease remains committed to the LMU. If the LMU of which this lease is a part
is dissolved, the lease shall then be subject to the lease terms which would
have been applied if the lease had not been included in an LMU.

Sec. 6. DOCUMENTS, EVIDENCE AND INSPECTION - At such times and in such form as
lessor may prescribe, lessee shall furnish detailed statements showing the
amounts and quality of all products removed and sold from the lease, the
proceeds therefrom, and the amount used for production purposes or unavoidably
lost.

Lessee shall keep open at all reasonable times for the inspection of any duly
authorized officer of lessor, the leased premises and all surface and
underground improvements, works, machinery, ore stockpiles, equipment, and all
books, accounts, maps, and records relative to operations, surveys, or
investigations on or under the leased lands.

Lessee shall allow lessor access to and copying of documents reasonably
necessary to verify lessee compliance with terms and conditions of the lease.

While this lease remains in effect, information obtained under this section
shall be closed to inspection by the public in accordance with the Freedom of
Information Act (5 U.S.C. 552).

Sec. 7. DAMAGES TO PROPERTY AND CONDUCT OF OPERATIONS - Lessee shall comply at
its own expense with all reasonable orders of the Secretary, respecting diligent
operations, prevention of waste, and protection of other resources.

Lessee shall not conduct exploration operations, other than casual use, without
an approved exploration plan. All exploration plans prior to the commencement of
mining operations within an approved mining permit area shall be submitted to
the authorized officer.

Lessee shall carry on all operations in accordance with approved methods and
practices as provided in the operating regulations, having due regard for the
prevention of injury to life, health, or property, and prevention of waste,
damage, or degradation to any land, air, water, cultural, biological, visual,
and other resources, including mineral deposits and formations of mineral
deposits not leased hereunder, and to other land uses or users. Lessee shall
take measures deemed necessary by lessor to accomplish the intent of this lease
term. Such measures may include, but are not limited to, modification to
proposed siting or design of facilities, timing of operations, and specification
of interim and final reclamation procedures. Lessor reserves to itself the right
to lease, sell or otherwise dispose of the surface or other mineral deposits in
the lands and the right to continue existing uses and to authorize future uses
upon or in the leased lands, including issuing leases for mineral deposits not
covered hereunder, and approving easements or rights-of-way. Lessor shall
condition such uses to prevent unnecessary or unreasonable interference with
rights of lessee as may be consistent with concepts of multiple use and multiple
mineral development.

Sec. 8. PROTECTION OF DIVERSE INTERESTS, AND EQUAL OPPORTUNITY - Lessee shall:
pay when due all taxes legally assessed and levied under the laws of the State
or the



                                                             3400 (925-9)
                                                             WYW0313773
                                                             9/1/95 Readjustment


United States; accord all employees complete freedom of purchase; pay all wages
at least twice each month in lawful money of the United States; maintain a safe
working environment in accordance with standard industry practices; restrict the
workday to not more than 8 hours in any one day for underground workers except
in emergencies; and take measures necessary to protect the health and safety of
the public. No person under the age of 16 years shall be employed in any mine
below the surface. To the extent that laws of the State in which the lands are
situated are more restrictive than the provisions in the paragraph, then the
State laws apply.

Lessee will comply with all provisions of Executive Order No. 11246 of September
24, 1965, as amended, and the rules, regulations, and relevant orders of the
Secretary of Labor. Neither lessee nor lessee's subcontractors shall maintain
segregated facilities.

Sec. 9. (a) TRANSFERS

         [X]  This lease may be transferred in whole or in part to any person,
              association or corporation qualified to hold such lease interest.

         [ ]  This lease may be transferred in whole or in part to another
              public body, or to a person who will mine the coal on behalf of,
              and for the use of, the public body or to a person who for the
              limited purpose of creating a security interest in favor of a
              lender agrees to be obligated to mine the coal on behalf of the
              public body.

         [ ]  This lease may only be transferred in whole or in part to
              another small business qualified under 13 CFR 121.

Transfers of record title, working or royalty interest MUST be approved in
accordance with the regulations.

(b) RELINQUISHMENT - The lessee may relinquish in writing at any time all rights
under this lease or any portion thereof as provided in the regulations. Upon
lessor's acceptance of the relinquishment, lessee shall be relieved of all
future obligations under the lease or the relinquished portion thereof,
whichever is applicable.

Sec. 10. DELIVERY OF PREMISES, REMOVAL OF MACHINERY, EQUIPMENT, ETC. - At such
time as all portions of this lease are returned to lessor, lessee shall deliver
up to lessor the land leased, underground timbering, and such other supports and
structures necessary for the preservation of the mine workings on the leased
premises or deposits and place all workings in condition for suspension or
abandonment. Within 180 days thereof, lessee shall remove from the premises all
other structures, machinery, equipment, tools, and materials that it elects to
or as required by the authorized officer. Any such structures, machinery,
equipment, tools and materials remaining on the leased lands beyond 180 days or
approved extension thereof, shall become the property of the lessor, but lessee
shall either remove any or all such property or shall continue to be liable for
the cost of removal and disposal in the amount actually incurred by the lessor.
If the surface is owned by third parties, lessor shall waive the requirement for
removal, provided the third parties do not object to such waiver. Lessee shall,
prior to the termination of bond liability or at any other time when required
and in accordance with all applicable laws and



                                                             3400 (925-9)
                                                             WYW0313773
                                                             9/1/95 Readjustment


regulations reclaim all lands the surface of which has been disturbed, dispose
of all debris or solid waste, repair the offsite and onsite damage caused by
lessee's activity or activities incidental thereto, and reclaim access roads or
trails.

Sec. 11. PROCEEDINGS IN CASE OF DEFAULT - If lessee fails to comply with
applicable laws, existing regulations, or the terms, conditions and stipulations
of this lease, and the noncompliance continues for 30 days after written notice
thereof, this lease shall be subject to cancellation by the lessor only by
judicial proceedings. This provision shall not be construed to prevent the
exercise by lessor of any other legal and equitable remedy, including waiver of
the default. Any such remedy or waiver shall not prevent later cancellation for
the same default occurring at any other time.

Sec. 12. HEIRS AND SUCCESSORS-IN-INTEREST - Each obligation of this lease shall
extend to and be binding upon, and every benefit hereof shall inure to, the
heirs, executors, administrators, successors, or assigns of the respective
parties hereto.

Sec. 13. INDEMNIFICATION - Lessee shall indemnify and hold harmless the United
States from any and all claims arising out of the lessee's activities and
operations under this lease.

Sec. 14. SPECIAL STATUTES - This lease is subject to the Federal Water Pollution
Control Act (33 U.S.C. 1151-1175), the Clean Air Act (42 U.S.C. 1857 et seq.),
and to all other applicable laws pertaining to exploration activities, mining
operations and reclamation, including the Surface Mining Control and Reclamation
Act of 1977 (30 U.S.C. 1201 et seq.).

Sec. 15. SPECIAL STIPULATIONS - In addition to observing the general obligations
and standards of performance set out in the current regulations, the lessee
shall comply with and be bound by the following special stipulations. These
stipulations are also imposed upon the lessee's agents and employees. The
failure or refusal of any of these persons to comply with these stipulations
shall be deemed a failure of the lessee to comply with the terms of the lease.
The lessee shall require his agents, contractors and subcontractors involved in
activities concerning this lease to include these stipulations in the contracts
between and among them. These stipulations may be revised or amended, in
writing, by the mutual consent of the lessor and the lessee at any time to
adjust to changed conditions or to correct an oversight.

(a) CULTURAL RESOURCES

(1) Before undertaking any activities that may disturb the surface of the leased
lands, the lessee shall conduct a cultural resource intensive field inventory in
a manner specified by the authorized officer of the BLM or of the surface
managing agency, if different, on portions of the mine plan area and adjacent
areas, or exploration plan area, that may be adversely affected by lease-related
activities and which were not previously inventoried at such a level of
intensity. The inventory shall be conducted by a qualified professional cultural
resource specialist (i.e., archeologist, historian, historical architect, as
appropriate), approved by the authorized officer of the surface managing agency
(BLM if the surface is privately owned), and a report of the inventory and
recommendations for protecting any cultural resources identified shall be
submitted to the Regional Director of the Office of Surface Mining, the
authorized officer of the BLM, if



                                                             3400 (925-9)
                                                             WYW0313773
                                                             9/1/95 Readjustment


activities are associated with coal exploration outside an approved mining
permit area (hereinafter called authorized officer), and the authorized officer
of the surface managing agency, if different. The lessee shall undertake
measures, in accordance with instructions from the Regional Director, or
authorized officer, to protect cultural resources on the leased lands. The
lessee shall not commence the surface disturbing activities until permission to
proceed is given by the Regional Director or authorized officer.

(2) The lessee shall protect all cultural resource properties within the lease
area from lease-related activities until the cultural resource mitigation
measures can be implemented as part of an approved mining and reclamation plan
or exploration plan.

(3) The cost of conducting the inventory, preparing reports, and carrying out
mitigation measures shall be borne by the lessee.

(4) If cultural resources are discovered during operations under this lease, the
lessee shall immediately bring them to the attention of the Regional Director or
authorized officer, or the authorized officer of the surface managing agency, if
the Regional Director is not available. The lessee shall not disturb such
resources except as may be subsequently authorized by the Regional Director or
authorized officer. Within two (2) working days of notification, the Regional
Director or authorized officer will evaluate or have evaluated any cultural
resources discovered and will determine if any action may be required to protect
or preserve such discoveries. The cost of data recovery for cultural resources
discovered during lease operations shall be borne by the surface managing agency
unless otherwise specified by the authorized officer of the BLM or of the
surface managing agency, if different.

(5) All cultural resources shall remain under the jurisdiction of the United
States until ownership is determined under applicable law.

(b) PALEONTOLOGICAL RESOURCES - If paleontological resources, either large and
conspicuous, and/or of significant scientific value are discovered during
construction, the find will be reported to the authorized officer immediately.
Construction will be suspended within 250 feet of said find. An evaluation of
the paleontological discovery will be made by a BLM approved professional
paleontologist within five (5) working days, weather permitting, to determine
the appropriate action(s) to prevent the potential loss of any significant
paleontological value. Operations within 250 feet of such discovery will not be
resumed until written authorization to proceed is issued by the authorized
officer. The lessee will bear the cost of any required paleontological
appraisals, surface collection of fossils, or salvage of any large conspicuous
fossils of significant scientific interest discovered during the operations.

(c) MULTIPLE MINERAL DEVELOPMENT - Operations will not be approved which, in the
opinion of the Authorized Officer, would unreasonably interfere with the orderly
development and/or production from a valid existing mineral lease issued prior
to this one for the same lands.

(d) OIL AND GAS/COAL RESOURCES - The BLM realizes that coal mining operations
conducted on Federal coal leases issued within producing oil and gas fields may
interfere with



                                                             3400 (925-9)
                                                             WYW0313773
                                                             9/1/95 Readjustment


the economic recovery of oil and gas; just as Federal oil and gas leases issued
in a Federal coal lease area may inhibit coal recovery. BLM retains the
authority to alter and/or modify the resource recovery and protection plans for
coal operations and/or oil and gas operations on those lands covered by Federal
mineral leases so as to obtain maximum resource recovery.

(e) RESOURCE RECOVERY AND PROTECTION - Any bypass of Federal coal determined to
be economically recoverable must have the written approval of the Authorized
Officer of the BLM in the form of an approved modification to the Resource
Recovery and Protection Plan (R2P2) prior to the Federal coal being bypassed.
(43 CFR 3482.2(c)(2)) Failure to comply with this requirement shall result in
the issuance of a Notice of Noncompliance by the Authorized Officer. The Notice
of Noncompliance will include the amount of damages to be assessed for the
unauthorized bypass of Federal coal as determined by the Authorized Officer. The
amount of damages, at a minimum, will be the amount of royalty to be assessed as
determined by the Authorized Officer to compensate the Federal government for
the unauthorized bypassed Federal coal.

(f) PUBLIC LAND SURVEY PROTECTION - The lessee will protect all survey
monuments, witness corners, reference monuments, and bearing trees against
destruction, obliteration, or damage during operations on the lease areas. If
any monuments, corners or accessories are destroyed, obliterated, or damaged by
this operation, the lessee will hire an appropriate county surveyor or
registered land surveyor to reestablish or restore the monuments, corners, or
accessories at the same location, using surveying procedures in accordance with
the "Manual of Surveying Instructions for the Survey of the Public Lands of the
United States." The survey will be recorded in the appropriate county records,
with a copy sent to the Authorized Officer.









                    UNITED STATES DEPARTMENT OF THE INTERIOR

                            BUREAU OF LAND MANAGEMENT
                              Wyoming State Office
                                  P.O. Box 1828
                          Cheyenne, Wyoming 82003-1828

                                                           3420 (925-9)
                                                           WYW0313773,
                                                           WYW0317682, WYW72282,
                                                           WYW78629, WYW78631,
                                                           WYW80954, CASPLMU11
                                                           and CASPLMU12


CERTIFIED-RETURN RECEIPT REQUESTED
----------------------------------

                                 D E C I S I O N

ASSIGNOR:                                      :
---------                                      :
                                               :
         Meadowlark, Inc. dba in               :
         Wyoming as Meadowlark                 :
            Farms, Inc.                        :
         P.O. Box 967                          :
         Indianapolis, Indiana 46206           :
                                               :              Federal Coal
ASSIGNEE:                                      :
---------                                      :
                                               :
         AMAX Land Company                     :
         Attn: Ranch, Revegetation             :
            or Real Estate/Legal               :
         P.O. Box 3005                         :
         Gillette, Wyoming 82717-3005          :


                        Record Title Assignments Approved
                        ---------------------------------
                              Bond Riders Accepted
                              --------------------
                          Logical Mining Units Modified
                          -----------------------------

On November 9, 1992, assignments of 100% record title interest in Federal coal
leases, WYW0313773, WYW0317682, WYW72282, WYW78629, WYW78631 and WYW80954 from
Meadowlark, Inc., dba in Wyoming as Meadowlark Farms, Inc., Assignor, to AMAX
Land Company, Assignee, were received in this office.

The assignments have been examined and are hereby approved effective June 1,
1993, based on the presumption that the lease accounts are in good standing,
subject to audit by the Minerals Management Service (MMS). Copies of the
approved assignments are attached for the Assignee.


                                                                    3420 (925-9)
                                                         WYW0313773, WYW0317682,
                                                             WYW72282, WYW78629,
                                                             WYW78631, WYW80954,
                                                         CASPLMU11 and CASPLMU12
                                                                               2


Name change bond riders to the following listed lease bonds changing the name of
the Principal to AMAX Land Company have been examined, found satisfactory, and
are hereby accepted as of June 1, 1993, the effective date of the assignments.



Lease Serial No. #              Bond                  Amount                           Surety
------------------              ----                  ------                           ------

WYW0313773                 927 83 08                $2,776,000          National Fire Insurance Company of
                                                                        Hartford

WYW0317682                 927 83 07                $2,197,000          National Fire Insurance Company of
                                                                        Hartford

WYW72282                   923 20 64                  $5,000            National Fire Insurance Company of
                                                                        Hartford

WYW78629                   BND 224 87 36              $5,000            Fireman's Insurance Company of
                                                                        Newark, NJ

WYW78631                   BND 224 87 37              $5,000            Firemen's Insurance Company of
                                                                        Newark, NJ

WYW80954                   926 76 52                  $5,000            National Fire Insurance Company of
                                                                        Hartford


The leases located in Campbell County, Wyoming, now held by AMAX Land Company,
are described as follows:

WYW0313773                 T. 51 N., R. 72 W., 6th P.M., Wyoming
                           -------------------------------------
                               Sec. 21:  Lots 1 thru 16;
                               Sec. 22:  Lots 9 thru 16;
                               Sec. 23:  Lots 9 thru 16;
                               Sec. 26:  Lots 1 thru 16;
                               Sec. 27:  Lots 1 thru 16;
                               Sec. 28:  Lots 1, 2, 7 and 8;
                               Sec. 34:  Lots 1, 2, 7 and 8;
                               Sec. 35:  Lost 1 thru 16.

                                                     Containing 3,275.96 acres

WYW0317682                 T. 47 N., R. 71 W., 6th P.M., Wyoming
                           -------------------------------------
                               Sec. 3: Lots 5 thru 8;
                               Sec. 4: Lots 5 thru 8;
                               Sec. 5: Lots 5 and 6;




                                                                    3420 (925-9)
                                                         WYW0313773, WYW0317682,
                                                             WYW72282, WYW78629,
                                                             WYW78631, WYW80954,
                                                         CASPLMU11 and CASPLMU12
                                                                               3


                               T. 48 N., R. 71 W., 6th P.M., Wyoming
                               -------------------------------------
                                   Sec. 26: Lots 10(S2) and 11;
                                   Sec. 27: Lots 9 thru 16;
                                   Sec. 28: Lots 9 thru 16;
                                   Sec. 29: Lots 7, 8, 13 and 14;
                                   Sec. 32: Lots 1, 2 and 7 thru 11;
                                   Sec. 33: Lots 1 thru 9;
                                   Sec. 34: Lots 1 thru 3 and 5 thru 10.

                                                 Containing 2,296.065 acres

WYW72282                       T. 41 N., R. 71 W., 6th P.M., Wyoming
                               -------------------------------------
                                    Sec. 2: N 300' of
                                    the NW of Lot 7
                                    Sec. 3: N 300' of Lots 9 thru 12;

                                                 Containing 41.25 acres

WYW78629                       T. 47 N., R. 71 W., 6th P.M., Wyoming
                               -------------------------------------
                                  Sec. 5: Lots 7 thru 9 14 thru 17
                                  Sec. 6: Lots 8 thru 23;

                               T. 48 N., R. 71 W., 6th P.M., Wyoming
                               -------------------------------------
                                   Sec. 31: Lots 13 and 14

                               T. 47 N., R. 72 W., 6th P.M., Wyoming
                               -------------------------------------
                                   Sec. 1: Lots 5, 7, 8 and 14.

                                        Containing 1,183.49 acres

WYW78631                       T. 51 N., R. 72 W., 6th P.M., Wyoming
                               -------------------------------------
                                    Sec. 20: Lot 16;
                                    Sec. 28: Lots 3 thru 6, 9 thru 12,
                                             Portion of Lot 13 (formerly
                                             described as the E2SWSW) and 14
                                             thru 16;

                                    Sec. 29: Portion of Lot 1 (formerly
                                             described as E2NENE) and Portion of
                                             Lot 8 (formerly described as
                                             NESENE). Containing 548.968 acres

WYW80954                       T. 48 N., R. 71 W., 6th P.M., Wyoming
                               -------------------------------------
                                    Sec. 29:  Lots 2 thru 5 and 9 thru 12:
                                    Sec. 30:  Lots 5 thru 20;
                                    Sec. 31:  Lots 5 thru 12;
                                    Sec. 32:  Lots 3 thru 6.

                                                 Containing 1,465.95 acres

                                                                    3420 (925-9)
                                                         WYW0313773, WYW0317682,
                                                             WYW72282, WYW78629,
                                                             WYW78631, WYW80954,
                                                         CASPLMU11 and CASPLMU12
                                                                               4


Additionally, as a result of the assignments, the Eagle Butte Mine and Belle Ayr
Mine Logical Mining Units (LMUs) affected by the Federal coal leases set out
below, are hereby modified to reflect that AMAX Land Company is the LMU
operator. All other terms and conditions of the LMUs remain unchanged by this
modification to each LMU.

    Eagle Butte Mine LMU (CASPLMU11)                   WYW0313773 and WYW78631
    --------------------------------
    Belle Ayr Mine LMU (CASPLMU12)                     WYW0317682, WYW78629 and
    ------------------------------                     WYW80954

                                      Ray Brubaker
                                      State Director

Attachments







           323789                               Book 56 Mining Records, Page 552

         Form 4-696                    UNITED STATES               Land Office
       (January 1964)           DEPARTMENT OF THE INTERIOR           Wyoming
                                 BUREAU OF LAND MANAGEMENT
       84200200/3A/12                                             Serial Number
                                        COAL LEASE              Wyoming 0313773

This lease is entered into on the 1st day of September, 1965, by the United
States of America, the lessor, through the Bureau of Land Management, and

         Ayrshire Collieries Corporation
         430 Big Four Building
         105 South Meridian Street
         Indianapolis, Indiana 46225

, the lessee, pursuant and subject to the terms and provisions of the Act of
February 25, 1920 (41 Stat. 437), as amended, hereinafter referred to as the
Act, and to all reasonable regulations of the Secretary of the Interior now or
hereafter in force which are made a part hereof,

WITNESSETH:

Sec. 1. Rights of Lessee. The lessor, in consideration of the rents and
royalties to be paid and the conditions to be observed as hereinafter set forth
does hereby grant and lease to the lessee the exclusive right and privilege to
mine and dispose of all the coal in the following-described tracts of land,
situated in the State of Wyoming.

       T. 51 N., R. 72 W., 6th Prin. Mer.
           Section 21: All
           Section 22: S 1/2
           Section 23: S 1/2
           Section 26: All
           Section 27: All
           Section 28: NE 1/4
           Section 34: NE 1/4
           Section 35:  All

containing 3520 acres, more or less, together with the right to construct all
such works, buildings, plants, structures, and appliances as may be necessary
and convenient for the mining and preparation of the coal for market, the
manufacture of coke or other products of coal, the housing and welfare of
employees, and subject to the conditions herein provided, to use so much of the
surface as may reasonably be required in the exercise of the rights and
privileges herein granted.



                                                                               2


Sec. 2. In consideration of the foregoing, the lessee hereby agrees:

         (a) Bond. To maintain the bond furnished upon the issuance of this
lease, which bond is conditioned upon compliance with all the provisions of the
lease, and to increase the amount or furnish such other bond as may be required.

         (b) Rental. To pay the lessor annually, in advance, for each acre or
fraction thereof covered by this lease, beginning with the date hereof, the
following rentals: 25 cents for the first year; 50 cents for the second, third,
fourth, and fifth years, respectively; and $1 for the sixth and each succeeding
year during the continuance of the lease, such rental for any year to be
credited against the first royalties as they accrue under the lease during the
year for which the rental was paid.

         (c) Royalty. To pay the lessor a royalty of ___ cents on every ton of
2,000 pounds of coal mined during the first 20 years succeeding the execution of
this lease. Royalties shall be payable quarterly within 30 days from the
expiration of the quarter in which the coal is mined. For additional royalty
terms, see last page.

         (d) Minimum production. Beginning with the sixth year of the lease,
except when operations are interrupted by strikes, the elements, or casualties
not attributable to the lessee, or unless on application and showing made,
operations shall be suspended when market conditions are such that the lessee
cannot operate except at a loss or suspended for the other reasons specified in
Section 39 of the Act, to mine coal each year and pay a royalty thereon to a
value of $1 per acre or fraction thereof. Operations under this lease shall be
continuous, except in circumstances described or unless the lessee shall pay a
royalty, less rent, on such minimum amount of the leased deposits, for one year
in advance, in which case operations may be suspended for that year.

         (e) Payments. To make rental payments to the Manager of the appropriate
Land Office, except that when this lease becomes productive the rentals and
royalties shall be paid to the appropriate Regional Mining Supervisor of the
United States Geological Survey, with whom all reports concerning operations
under the lease shall be filed. All remittances to the Manager of the Land
Office shall be made payable to the Bureau of Land Management, those to the
Geological Survey shall be made payable to the United States Geological Survey.

         (f) Plats, reports, maps. At such times and in such form as the lessor
may prescribe, to furnish a plat showing development work and improvements on
the leased lands and a report with respect to stockholders, investment,
depreciation, and costs. To furnish in such form as the lessor may prescribe,
within 30 days from the expiration of each quarter a report covering such
quarter, certified by the superintendent of the mine, or by such other agent
having personal knowledge of the facts as may be designated by the lessee for
such purpose, showing the amount of leased deposits mined during the quarter,
the character and quality thereof, amount of its products and byproducts
disposed of and price received therefor, and amount in storage or held for sale.
To keep and prepare maps of the leased lands in accordance with the appropriate
regulations.

         (g) Weights. To determine accurately the weight or quantity and quality
of all leased deposits mined, and to enter accurately the weight or quantity and
quality thereof in due form in books to be kept and preserved by the lessee for
such purposes.

                                                                               3


         (h) Inspection. To permit at all reasonable times (1) inspection by any
duly authorized officer of the Department, of the leased premises and all
surface and underground improvements, works, machinery, equipment, and all books
and records pertaining to operations and surveys or investigations under this
lease; and (2) the lessor to make copies of and extracts from any or all books
and records pertaining to operations under this lease, if desired.

         (i) Assignment. To file for approval in the appropriate Land Office
within 90 days from the date of execution, any assignment or transfer made of
this lease, whether by direct assignment, operating agreement, working or
royalty interest, or otherwise. Such instrument will take effect the first day
of the month following its approval by the Bureau of Land Management, or if the
assignee requests, the first day of the month of approval. The showing required
to be made with an assignment or transfer is set forth in the appropriate
regulations.

         (j) Nondiscrimination clauses. During the performance of this contract
the lessee agrees as follows:

         (1) The lessee will not discriminate against any employee or applicant
for employment because of race, creed, color, or national origin. The lessee
will take affirmative action to ensure that applicants are employed, and that
employees are treated during employment, without regard to their race, creed,
color, or national origin. Such action shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The lessee
agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the
provisions of this nondiscrimination clause.

         (2) The lessee will, in all solicitations or advertisements for
employees placed by or on behalf of the lessee, state that all qualified
applicants will receive consideration for employment without regard to race,
creed, color, or national origin.

         (3) The lessee will send to each labor union or representative of
workers with which he has a collective bargaining agreement or other contract or
understanding, a notice, to be provided by the agency contracting officer,
advising the said labor union or workers' representative of the lessee's
commitments under this section, and shall post copies of the notice in
conspicuous places available to employees and applicants for employment.

         (4) The lessee will comply with all provisions of Executive Order No.
10925 of March 6, 1961, as amended, and of the rules, regulations, and relevant
orders of the President's Committee on Equal Employment Opportunity created
thereby.

         (5) The lessee will furnish all information and reports required by
Executive Order No. 10925 of March 6, 1961, as amended, and by the rules,
regulations, and orders of the said Committee, or pursuant thereto, and will
permit access to his books, records, and accounts by the contracting agency and
the Committee for purposes of investigation to ascertain compliance with such
rules, regulations, and orders.

         (6) In the event of the lessee's noncompliance with the
nondiscrimination clauses of this contract or with any of the said rules,
regulations, or orders, this lease may be cancelled,


                                                                               4


terminated, or suspended in whole or in part and the lessee may be declared
ineligible for further Government contracts in accordance with procedures
authorized in Executive Order No. 10925 of March 6, 1961, as amended, and such
other sanctions may be imposed and remedies invoked as provided in the said
Executive Order of by rule, regulation, or order of the President's Committee on
Equal Employment Opportunity, or as otherwise provided by law.

         (7) The lessee will include the provisions of paragraphs (1) through
(7) in every subcontract or purchase order unless exempted by rules,
regulations, or orders of the President's Committee on Equal Employment
Opportunity issued pursuant to Section 303 of Executive Order No. 10925 of March
6, 1961, as amended, so that such provisions will be binding upon each
subcontractor or vendor. The lessee will take such action with respect to any
subcontract or purchase order as the contracting agency may direct as a means of
enforcing such provisions, including sanctions for noncompliance: Provided,
however, that in the event the lessee becomes involved in, or is threatened
with, litigation with a subcontractor or vendor as a result of such direction by
the contracting agency, the lessee may request the United States to enter into
such litigation to protect the interests of the United States.

         (k) Land disposed of with coal deposits reserved to the United States.
If the lands embraced herein have been or shall hereafter be disposed of under
laws reserving to the United States the deposits of coal therein, to comply with
all conditions as are or may hereafter be provided by the laws and regulations
reserving such coal.

         (l) Operations, wages, freedom of purchase. To comply with the
appropriate operating regulations, to exercise reasonable diligence, skill, and
care in the operations of the property, and to carry on all operations in
accordance with approved methods and practices as provided in the operating
regulations, having due regard for the prevention of injury to life, health or
property, and of waste or damage to any water or mineral deposits; to fairly and
justly weigh or measure the coal mined by each miner, to pay all wages due
miners and employees, both above and below ground, at least twice each month in
lawful money of the United Sates; to accord all miners and employees complete
freedom of purchase; to restrict the workday to not exceeding eight hours in any
one day for underground workers, except in cases of emergency; to employ no boy
under the age of sixteen and no girl or woman, without regard to age, in any
mine below the surface; unless the laws of the State otherwise provide, in which
case the State laws control.

         (m) Taxes. To pay when due, all taxes lawfully assessed and levied
under the laws of the State or the United States upon improvements, output of
mines, or other rights, property, or assets of the lessee.

         (n) Overriding royalties. Not to create, by assignment or otherwise, an
overriding royalty interest in excess of 50 percent of the rate of royalty first
payable to the United States under this lease or an overriding royalty interest
which when added to any other outstanding overriding royalty interest exceeds
that percentage, excepting, that where an interest in the leasehold or in an
operating agreement is assigned, the assignor may retain an overriding royalty
interest in excess of the above limitation if he shows to the satisfaction of
the Bureau of Land Management, that he has made substantial investments for
improvements on the land covered by the assignment.

                                                                               5


         (o) Delivery of premises in case of forfeiture. In case of forfeiture
of this lease, to deliver up to the lessor in good order and condition the land
leased, including all buildings, and underground timbering and such other
supports and structures as are necessary for the preservation of the mine or
deposit.

Sec. 3. The lessor expressly reserves:

         (a) Rights reserved. The right to permit for joint or several use such
easements or rights-of-way, including easements in tunnels upon, through, or in
the land leased, occupied, or used as may be necessary or appropriate to the
working of the same or other lands containing the deposits described in the Act,
and the treatment and shipment of the products thereof by or under authority of
the Government, its lessees or permittees, and for other public purposes.

         (b) Disposition of surface. The right to lease, sell, or otherwise
dispose of the surface of the leased lands under existing law or laws hereafter
enacted, insofar as said surface is not necessary for the use of the lessee in
the extraction and removal of the coal therein, or to dispose of any resource in
such lands which will not unreasonably interfere with operations under this
lease.

         (c) Monopoly and fair prices. Full power and authority to promulgate
and enforce all the provisions of Section 30 of the Act to insure the sale of
the production of said leased lands to the United States and to the public at
reasonable prices, to prevent monopoly, and to safeguard the public welfare.

         (d) Readjustment of terms. The right reasonably to readjust and fix
royalties payable hereunder and other terms and conditions at the end of 20
years from the date hereof and thereafter at the end of each succeeding 20-year
period during the continuance of this lease unless otherwise provided by law at
the time of the expiration of any such period. Unless the lessee files
objections to the proposed terms or a relinquishment of the lease within 30 days
after receipt of the notice of proposed terms for a 20-year period, he will be
deemed to have agreed to such terms.

         (e) Waiver of conditions. The right to waive any breach of the
conditions contained herein, except the breach of such conditions as are
required by the Act, but any such waiver shall extend only to the particular
breach so waived and shall not limit the rights of the lessor with respect to
any future breach; nor shall the waiver of a particular cause of forfeiture
prevent cancellation of this lease for any other cause, or for the same cause
occurring at another time.

Sec. 4. Relinquishment of lease. Upon a satisfactory showing that the public
interest will not be impaired, the lessee may surrender the entire lease or any
legal subdivision thereof. A relinquishment must be filed in duplicate in the
appropriate Land Office. Upon its acceptance it shall be effective as of the
date it is filed, subject to the continued obligation of the lessee and his
surety to make payment of all accrued rentals and royalties and to provide for
the preservation of any mines or productive works or permanent improvements on
the leased lands in accordance with the regulations and terms of the lease.

Sec. 5. Protection of the surface, natural resources, and improvements. The
lessee agrees to take such reasonable steps as may be needed to prevent
operations from unnecessarily: (1)


                                                                               6


causing or contributing to soil erosion or damaging any forage and timber growth
thereon; (2) polluting the waters of springs, streams, wells, or reservoirs; (3)
damaging crops, including forage, timber, or improvements of a surface owner; or
(4) damaging range improvements whether owned by the United States or by its
grazing permittees or lessees; and upon any partial or total relinquishment or
the cancellation or expiration of this lease, or at any other time prior thereto
when required by the lessor and to the extent deemed necessary by the lessor, to
fill any sump holes, ditches and other excavations, remove or cover all debris,
and, so far as reasonably possible, restore the surface of the leased land to
its former condition, including the removal of structures as and if required.
The lessor may prescribe the steps to be taken and restoration to be made with
respect to lands of the United States and improvements thereon.

Sec. 6. Removal of equipment, etc., on termination of lease. Upon termination of
this lease, by surrender or forfeiture, the lessee shall have the privilege at
any time within a period of 90 days thereafter of removing from the premises all
machinery, equipment, tools and materials, except underground timbering placed
by the lessee in or on the leased lands, which are necessary for the
preservation of the mine. Any materials, tools, appliances, machinery,
structures, and equipment, subject to removal as above provided, which are
allowed to remain on the leased lands shall become the property of the lessor on
expiration of the 90-day period or such extension thereof as may be granted
because of adverse climatic conditions, but the lessee shall remove any or all
of such property where so directed by the lessor.

Sec. 7. Proceedings in case of default. If the lessee shall not comply with any
of the provisions of the Act or the regulations thereunder or default in the
performance or observance of any of the provisions of this lease, and such
default shall continue for a period of 30 days after service of written notice
thereof by the lessor, the lessor may institute appropriate proceedings in a
court of competent jurisdiction for the forfeiture and cancellation of this
lease as provided in Section 31 of the Act. If the lessee fails to take prompt
and necessary steps to prevent loss or damage to the mine, property, or
premises, or danger to the employees, the lessor may enter on the premises and
take such measures as may be deemed necessary to prevent such loss or damage or
to correct the dangerous or unsafe condition of the mine or works thereof, which
shall be at the expense of the lessee. However, the lessee shall not be held
responsible for delays or casualties occasioned by causes beyond the lessee's
control.

Sec. 8. Heirs and successors in interest. Each obligation hereunder shall extend
to, and be binding upon, and every benefit hereof shall inure to, the heirs,
executors, administrators, successors, or assigns of the respective parties
hereto.

Sec. 9. Unlawful interest. No Member of, or Delegate to, Congress, or Resident
Commissioner, after his election or appointment, or either before or after he
has qualified and during his continuance in office, and no officer, agent, or
employee of the Department of the Interior, except as provided in 43 CFR
7.4(a)(1), shall be admitted to any share or part in this lease or derive any
benefit that may arise therefrom; and the provisions of Section 3741 of the
Revised Statutes of the United States, as amended (41 U.S.C. Sec. 22), and
Sections 431, 432 and 433, Title 18, U.S.C., relating to contracts, enter into
and form a part of this lease so far as the same may be applicable.



                                                                               7


                                          THE UNITED STATES OF AMERICA

                                          By: /s/ W.C. Ackerman
                                              ----------------------------------
                                                      (Signing Officer)

                                              Walter C. Ackerman
                                              Acting Assistant Manager, Mining
                                              ----------------------------------
                                                           (Title)

                                              August 12, 1965
                                              ----------------------------------
                                                            (Date)


WITNESS TO SIGNATURE OF LESSEE            AYRSHIRE COLLIERIES CORPORATION

ATTEST:

 /s/ A. Lucius Hubbard                    By: /s/ Roy E. Dean
 --------------------------------------       ----------------------------------
 A. Lucius Hubbard, Assistant Secretary             (Signature of Lessee)
                                              Roy E. Dean, Vice President

 --------------------------------------       ----------------------------------
                                                    (Signature of Lessee)

 --------------------------------------       ----------------------------------
                                                    (Signature of Lessee)

(If this lease is executed by a corporation, it must bear the corporate seal)

(c) Royalty. To pay the lessor a royalty of 17 1/2 cents a ton of 2,000 pounds
for the first 10 years of the lease and 20 cents a ton for the remainder of the
first 20-year period succeeding the execution of this lease.










323789
Coal Lease
United States
to
Ayrshire Collieries Corporation

STATE OF WYOMING  )
                  ) ss.
CAMPBELL COUNTY   )

Filed for record this 29th day of May A.D. 1969 at 1:14 o'clock P.M., and
recorded in book 56 of Mining Records on page 542.

/s/ Yvonne I. Hayden
--------------------
County Clerk and Ex-Officio Register of Deeds

By /s/ Vivian E. Addison
------------------------
   Deputy

Fees $5.00
Recorded
Abstracted
Indexed
Checked