**Exhibit 10.4**AGREEMENT     **THIS AGREEMENT**is made as of February 17, 2006, between **ACIN LLC**, a Delaware limited liabilitycompany (“ACIN”), with an address of 1035 Third Avenue, Suite 300, Huntington, West Virginia 23527,**ALPHA LAND AND RESERVES, LLC**, a Delaware limited liability company (“Alpha”), with an address ofP.O. Box 2345, Abingdon, Virginia, and **VIRGINIA ELECTRIC AND POWER COMPANY**, a Virginia publicservice corporation, or assigns (“VEPCO”), with an address of 5000 Dominion Boulevard, Glen Allen,Virginia 23060.     **WHEREAS**, ACIN owns certain land described on Exhibit A attached hereto that itacquired through its merger with CSTL LLC.     **WHEREAS**, Alpha entered into a Coal Mining Lease dated April 3, 2003, effective April 1, 2003,with CSTL LLC, in which the leased premises include the land described on Exhibit A.     **WHEREAS**, ACIN is entering into an Option Contract with VEPCO, whereby ACIN will grant to VEPCOan option to purchase the land described on Exhibit A, hereinafter referred to as the“option land.”     **WHEREAS**, ACIN, Alpha, and VEPCO believe it is in their mutual interests to enter into anagreement as to the parties’ rights and obligations with regard to the land described onExhibit A.     **NOW, THEREFORE**, for and in consideration of ten dollars ($10.00) and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree asfollows: 1. Alpha will conduct only first mining in the previously unmined portion of theJawbone seam that is located: (a) to the north of the Paramont #3 Mine; and (b)within the boundaries of the option land, as further illustrated on Exhibit A.For purposes of this Agreement, first mining shall mean removal of 50% or less of thecoal in a manner that leaves coal pillar support. Notwithstanding the foregoing,Alpha will not mine in the circled area identified as “AREA WHERE PERMANENT STRUCTURESMAY BE LOCATED” as shown on Exhibit A.  2. Alpha may continue to use the existing mine works beneath the option land formining operations, including, but not limited to, ventilation, drainage andtransportation of personnel, supplies and coal, and rehabilitation work; however,Alpha may not remove additional coal from the option land, other than the Jawbone seamas noted in Paragraph 1 above.
 

 
 3. ACIN recognizes that the limitations placed upon Alpha’s mining operations inParagraphs 1 and 2 will not permit recovery of all mineable coal under the option landor in areas adjacent to or accessed through the option land. Consequently, ACIN willnot assert a lost coal claim for: (1) any area within the option land; (2) any areain which mining is restricted under Paragraphs 1 and 2 above; or, (3) any area thatcannot be accessed because of the restrictions imposed under Paragraphs 1 and 2.  4. In the event VEPCO, or its assignee, exercises its option to purchase theoption land from ACIN, VEPCO, on its own behalf, and on behalf of its assignee, herebyreleases Alpha, and its affiliates, from liability for subsidence on the option landresulting from mining prior to the date of this agreement and for subsidence on theoption land resulting from mining permitted pursuant to paragraph 1 above.  5. As it relates to the option land and within one hundred (100) feet of theoption land, Alpha will provide VEPCO, or its assignee, (i) all documentation it hasof undermined areas, (ii) all information it has on geotechnical testing, and (iii)all drilling information it has. Alpha will also provide maps of any first miningthat occurs after the date hereof that is conducted in the area permitted pursuant toParagraph 1 above.  6. In the event the option land is not sold to VEPCO, or its assignee, themining restrictions imposed under Paragraphs 1 and 2 will be extinguished as of thedate the Option Contract between ACIN and VEPCO expires without being exercised.  7. This Agreement is binding on the parties hereto and their successors in titleand shall be enforceable by the parties and their successors in title.  8. This Agreement may be executed simultaneously in two or more counterparts,each of which shall be deemed an original, but all of which together shall constituteone and the same instrument.     **IN WITNESS WHEREOF**, the parties have signed their names hereto as of the date first abovewritten.
 

 
         **ACIN, LLC, a Delaware limited liability company**  By NRP (Operating) LLC, a Delaware limited liability company  Its sole operating manager         By:   /s/ Nick Carter                  Nick Carter           Its President and Chief Operating Officer  STATE OF WEST VIRGINIACOUNTY OF CABELL     The foregoing instrument was acknowledged before me on this 3rd day of March, 2006, by NickCarter, President and Chief Operating Officer of NRP (Operating) LLC, a Delaware limited liabilitycompany and the sole operating manager of ACIN LLC, on behalf of ACIN LLC, a Delaware limitedliability company.     My commission expires: November 1, 2008     [seal] /s/ Paddy Sue Gay         Notary Public           **ALPHA LAND AND RESERVES, LLC**  **a Delaware limited liability company**         By:   /s/ Vaughn R. Groves         COMMONWEALTH OF VIRGINIACOUNTY OF WASHINGTON     The foregoing Assignment and Assumption Agreement was acknowledged before me on this 17th dayof February, 2006, by Vaughn R. Groves, President and Manager of ALPHA LAND AND RESERVES, LLC, aDelaware limited liability company, on behalf of the company.         /s/ Susan R. Reynolds         Notary Public  My commission expires: March 31, 2006.
 

 
         **VIRGINIA ELECTRIC AND POWER COMPANY**         By      /s/ James K. Martin                  Title:  COMMONWEALTH OF VIRGINIACITY/COUNTY OF HENRICO:     The foregoing instrument was acknowledged before me this 7th day of March, 2006 by James K.Martin as Vice President of **VIRGINIA ELECTRIC AND POWER COMPANY,**a Virginia public servicecorporation, on behalf of the corporation.     My commission expires: October 31, 2007            /s/ Lois H. Jenkin         Notary Public