**THIS
      AMENDMENT** (this
      “ ***Amendment*** ”)
      is
      made as of October 25, 2005, among Atlas Pipeline Partners, L.P., a
      Delaware limited partnership, and Atlas Pipeline Operating Partnership, L.P.,
      a
      Delaware limited partnership (collectively, “ ***Gatherer*** ”),
      Atlas
      America, Inc., a Delaware corporation (“ ***Atlas
      America*** ”),
      Resource Energy, Inc., a Delaware corporation (“ ***Resource
      Energy*** ”),
      Viking Resources Corporation, a Pennsylvania corporation ( “ ***Viking
      Resources*** ”),
      Atlas
      Noble Corp., a Delaware corporation (“ ***Atlas
      Noble*** ”)
      and
      Atlas Resources, Inc., a Pennsylvania corporation (“ ***Atlas
      Resources*** ”
and
      collectively with Atlas America, Resource Energy, Viking Resources and Atlas
      Noble, “ ***Shipper*** ”).





**RECITALS**





A. Gatherer
      and Atlas America, Resource Energy and Viking Resources are parties to the
      Master Natural Gas Gathering Agreement dated February 2, 2000 (the
“ ***February 2000
      Agreement*** ”)
      and
      desire to amend the same in accordance with the terms hereof.





B. Gatherer
      and Atlas Resources, Atlas Noble, Resource Energy and Viking Resources are
      parties to the Natural Gas Gathering Agreement dated January 1, 2002 (the
“ ***January 2002
      Agreement*** ”)
      and
      desire to amend the same in accordance with the terms hereof.





C. Shipper
      intends to enter into financial hedging arrangements with respect to some or
      all
      of the Shipper’s Gas (as defined in the February 2000 Agreement and the
      January 2002 Agreement) and Gatherer desires to have the right to
      participate in such arrangements.





**NOW,
      THEREFORE** ,
      in
      consideration of the premises, and the mutual covenants and agreements herein
      set forth, and intending to be legally bound, the parties agree as follows:





1. The
      definition of “Gross Sale Price” set forth in the February 2000 Agreement
      and the January 2002 Agreement is hereby amended and restated in its
      entirety as follows:





“ ***Gross
      Sale Price*** ”
means
      the price, per mcf, actually received by Shipper for Shipper’s Gas including, or
      as adjusted to take into account, proceeds received or payments made pursuant
      to
      financial hedging arrangements entered into by Shipper with Gatherer’s consent.





2. Except
      as otherwise expressly provided herein, the February 2000 Agreement and the
      January 2002 Agreement are not amended, modified or affected by this Amendment.





3. This
      Amendment may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed and delivered
      shall be deemed to be an original and all of which taken together shall
      constitute but one and the same instrument. Delivery of an executed counterpart
      of this Amendment by facsimile shall be equally as effective as delivery of
      a
      manually executed counterpart of this Amendment.


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4. This
      Amendment shall be governed by and construed in accordance with the laws of
      the
      Commonwealth of Pennsylvania.




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**IN
      WITNESS WHEREOF** ,
      the
      parties have executed this Amendment to be effective as of the date first
      written above.





**Shipper**:ATLAS
                AMERICA, INC.By:
            /s/
                Michael L. StainesName:
            Michael
                L. StainesIts:
            Executive
                Vice PresidentRESOURCE
                ENERGY, INC.By:
            /s/
                Michael L. StainesName:
            Michael
                L. StainesIts:
            President
                and SecretaryVIKING
                RESOURCES CORPORATIONBy:
            /s/
                Michael L. StainesName:
            Michael
                L. StainesIts:
            President
                and SecretaryATLAS
                NOBLE CORP.By:
            /s/
                Michael L. StainesName:
            Michael
                L. StainesIts:
            President
                and SecretaryATLAS
                RESOURCES, INC.By:
            /s/
                Michael L. StainesName:
            Michael
                L. StainesIts:
            Senior
                Vice President and Secretary


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**Gatherer**:ATLAS
                PIPELINE OPERATING PARTNERSHIP, L.P.By:
            Atlas
                Pipeline Partners GP, LLC, its general partnerBy:
            /s/
                Michael L. StainesName:
            Michael
                L. StainesIts:
            President
                and Chief Operating OfficerATLAS
                PIPELINE PARTNERS, L.P.By:
            Atlas
                Pipeline Partners GP, LLC, its general partnerBy:
            /s/
                Michael L. StainesName:
            Michael
                L. StainesIts:
            President
                and Chief Operating Officer




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