MASTER NATURAL GAS GATHERING AGREEMENT THIS MASTER NATURAL GAS GATHERING AGREEMENT is made as of ________ , 1999, among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership, and ATLAS PIPELINE OPERATING PARTNERSHIP, L.P., a Delaware...

MASTER NATURAL GAS GATHERING AGREEMENT

THIS MASTER NATURAL GAS GATHERING AGREEMENT is made as of __________
__, 1999, 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"),
and VIKING RESOURCES CORPORATION, a Pennsylvania corporation ( "Viking
Resources," and collectively with Atlas America and Resource Energy, "Shipper"),
ATLAS RESOURCES, INC., a Pennsylvania corporation, ▇▇▇▇▇▇ GAS GATHERING, a
Pennsylvania corporation, ATLAS ENERGY CORPORATION, an Ohio corporation, ATLAS
ENERGY GROUP, INC., an Ohio corporation, TRANSATCO CORPORATION, an Ohio
corporation, and PENNSYLVANIA INDUSTRIAL ENERGY, an Ohio corporation [any
others?] (collectively, "Affiliates").

Recitals:

A. Gatherer owns and operates a natural gas gathering system and
related facilities consisting of approximately 888 miles of pipelines located in
New York, Ohio and Pennsylvania, as more particularly described in Exhibit A (as
same may be added to or extended, the "Gathering System").

B. Shipper and Affiliates own interests in certain ▇▇▇▇▇ connected to
the Gathering System, which are more particularly described in Exhibit B
("Shipper's Existing Well Interests").

C. Shipper and Affiliates may drill additional ▇▇▇▇▇ or acquire
interests in other ▇▇▇▇▇ and connect them to the Gathering System after the date
of this Agreement ("Shipper's Future Well Interests").

D. Shipper and Affiliates have agreements or other arrangements with
respect to the transportation of natural gas from interests in ▇▇▇▇▇ owned by
third parties and connected to the Gathering System as of the date of this
Agreement, including well interests owned by Investment Programs, which are more
particularly described in Exhibit C ("Existing Third Party Well Interests").

E. Investment Programs may drill ▇▇▇▇▇ or acquire interests in other
▇▇▇▇▇ and connect them to the gathering system after the date of this Agreement
("Future Investment Program Well Interests").

F. Affiliates desire to assign to Shipper their rights and obligations
under any gathering agreements and arrangements with respect to Existing Third
Party Well Interests and to agree to the transportation charges herein set forth
with respect to Shipper's Existing Well Interests and Shipper's Future Well
Interests.

G. Gatherer and Shipper desire to provide for the gathering and
redelivery of the gas produced from Shipper's Existing Well Interests, Shipper's
Future Well Interests and Existing Third Party Well Interests ("Shipper's Gas"),
all as more fully provided herein.

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:

Article 1.
DEFINITIONS

Unless otherwise defined herein, the following terms shall have the
following meanings:

"Agreement" means this Master Natural Gas Gathering Agreement, as it
may be amended, modified or supplemented from time to time.

"Common Units" means common units of limited partnership interest of
Atlas Pipeline Partners, L.P.

"Day" means a period of time beginning at 7:00 a.m., Eastern Time, on
each calendar day and ending at 7:00 a.m., Eastern Time, on the next succeeding
calendar day.

"Delivery Points" means the points on the Gathering System described in
Exhibit D-1. Exhibit D-1 will be revised from time to time to reflect any
additional Delivery Points that may be established as a result of the Omnibus
Agreement or as may be otherwise agreed to by Shipper and Gatherer.

"Force Majeure Event" means any act of God, strike, lockout, or other
industrial disturbance, act of a public enemy, sabotage, war (whether or not an
actual declaration is made thereof), blockade, insurrection, riot, epidemic,
landslide, lightning, earthquake, flood, storm, fire, washout, arrest and
restraint of rules and peoples, civil disturbance, explosion, breakage or
accident to machinery or line or pipe, hydrate obstruction of line or pipe, lack
of pipeline capacity, repair, maintenance, improvement, replacement, or
alteration to plant or line of pipe or related facility, failure or delay in
transportation, temporary failure of gas supply or markets, freezing of the well
or delivery facility, well blowout, cratering, partial or entire failure of the
gas well, the act of any court, agency or governmental authority, or any other
cause, whether of the kind enumerated or otherwise, not within the reasonable
control of the party claiming suspension.

"General Partner" means Atlas Pipeline Partners GP, LLC, a Delaware
limited liability company.

"Investment Program" means a person for whom Shipper or a subsidiary of
Shipper acts as a general partner, managing partner or manager and the
securities of which have been offered and sold to investors.

"mcf" means one thousand (1,000) cubic feet of gas measured at a base
temperature of sixty degrees (60(Degree)) Fahrenheit and at a pressure base of
fourteen and seventy-three one-hundredths (14.73) psia.

"mmcf" means one million (1,000,000) cubic feet of gas measured at a
base temperature of sixty degrees (60(Degree)) Fahrenheit and at a pressure base
of fourteen and seventy-three one-hundredths (14.73) psia.

"Omnibus Agreement" means the Omnibus Agreement among Gatherer and
Shipper of even date herewith.

"Person" means an individual, corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization, association or
other entity.

"psia" means pounds per square inch absolute.

"psig" means pounds per square inch gauge.

"Receipt Points" means the points on the Gathering System described in
Exhibit D-2. Exhibit D-2 will be revised from time to time to reflect any
additional Receipt Points that may be established as a result of the Omnibus
Agreement or as may be otherwise agreed to by Shipper and Gatherer.

"Shipper's Field Fuel" means Shipper's allocated share of actual
Gathering System fuel requirements, shrinkage, and lost and unaccounted for gas.

"Third Party Gathering System" means a natural gas gathering system
owned by a person other than Gatherer or a subsidiary of Gatherer.

Article 2.
GATHERING SERVICES

2.1. Receipt of Gas. Subject to the terms, limitations, and conditions
of this Agreement, Shipper dedicates to this Agreement and agrees to deliver
exclusively to the Receipt Points, and Gatherer agrees to accept at the Receipt
Points, on a fully interruptible basis, all of Shipper's Gas; provided, however,
that Gatherer shall only be obligated to accept on any Day for gathering
hereunder that volume of Shipper's Gas which Gatherer determines, in its sole
discretion, it has available capacity to receive.

2.2. Redelivery of Gas. Gatherer will gather, compress, and redeliver,
on a fully interruptible basis, to the Delivery Points, and Shipper will accept,
a quantity of gas equal, on a mmcf basis, to the quantity of Shipper's Gas
received at the Receipt Points less Shipper's Field Fuel.

2.3. Shipper's Field Fuel. Shipper's Field Fuel will be calculated
monthly by Gatherer by allocating such quantities of actual Gathering System
fuel requirements, shrinkage, and lost and unaccounted for gas between all
shippers using the Gathering System. Gatherer may retain and use Shipper's Field
Fuel as fuel for compression and other operations on the Gathering System.

2.4. Commingling Shipper's Gas. Gatherer shall have the right to
commingle Shipper's Gas with other natural gas in the Gathering System. Gatherer
may extract, or permit to be extracted, from Shipper's Gas condensate to the
extent necessary to meet the quality requirements of the receiving pipeline at
the Delivery Points or for proper functioning of the Gathering System.

Article 3.
TITLE AND LIABILITY

3.1. Shipper's Gas. Except for Shipper's Field Fuel and products
removed in treating Shipper's Gas, title to Shipper's Gas shall remain with
Shipper or, with respect to Shipper's Gas from Existing Third Party Well
Interests, the owners of such ▇▇▇▇▇.

3.2. Adverse Claims. Shipper shall indemnify, hold harmless and defend
Gatherer, the General Partner and the officers, agents, employees and
contractors of Gatherer and the General Partner (each, an "Indemnified Person")
against any liability, loss or damage whatsoever, including costs and attorneys
fees (collectively, a "Loss"), suffered by an Indemnified Person, where such
Loss arises, directly or indirectly, out of any demand, claim, action, cause of
action or suit brought by any Person asserting ownership of or an interest in
Shipper's Gas.

3.3. Possession and Control. As between the parties hereto, Gatherer
shall be deemed to be in control and possession of Shipper's Gas after Gatherer
receives Shipper's Gas at any Receipt Points and until Shipper's Gas is
delivered at any Delivery Point. Shipper shall be deemed to be in control and
possession of Shipper's Gas at all other times.

3.4. Indemnity. The party deemed to be in control and possession of
Shipper's Gas shall be responsible for and shall indemnify the other party with
respect to any Losses arising in connection with or related to Shipper's Gas
when it is in the indemnifying party's control and possession; provided, that no
party shall be responsible for any Losses arising from the other party's
negligence.

Article 4.
DELIVERY PRESSURE

4.1. Receipt Points. Shipper shall deliver Shipper's Gas at a pressure
sufficient to effect delivery into the Gathering System at the Receipt Points,
but not in excess of the maximum pressure specified by Gatherer from time to
time. [Shipper, at its sole expense, shall provide a pressure limiting device
which shall at all times prevent the Receipt Points pressures from exceeding
five hundred (500) psig at the measurement station. The pressure limiting device
must meet all applicable federal, state and local laws, ordinances and
regulations, and must be approved by Gatherer].

4.2. No Compression. Neither Shipper nor Gatherer shall be obligated to
install or operate compression facilities to effect delivery of Shipper's Gas
hereunder. [Should this provision be reworked? Shouldn't Shipper have some
assurance that its gas will be deliverable?]

4.3. Wellhead Equipment. Shipper shall operate and maintain, at its
sole expense, all wellhead and pressure regulating equipment necessary to
prevent Shipper's delivery pressure at the Receipt Point from exceeding the
maximum pressure specified by Gatherer from time to time.

4.4. Inspection. Gatherer shall have the right at any time, but not the
obligation, to inspect Shipper's facilities at the Receipt Points, and Gatherer
may immediately cease accepting Shipper's Gas if the pressure in Shipper's
facilities exceeds the maximum pressure established by Gatherer from time to
time.

Article 5.
GAS QUALITY

5.1. Minimum Specifications. Shipper's Gas delivered into the Gathering
System shall be commercially free from liquids of any kind, air, dust, gum, gum
forming constituents, harmful or noxious vapors, or other solid or liquid matter
which, in the sole judgment of Gatherer, may interfere with the merchantability
of Shipper's Gas or cause injury to or interfere with proper operation of the
lines, regulators, meters or other equipment of the Gathering System.

5.2. Suspension. Gatherer may, at its option, (i) refuse to accept
delivery of any Shipper's Gas not meeting the above-described quality
specifications or (ii) accept delivery of all or any part of the Gas
(notwithstanding the deficiency in quality) and in such event Shipper shall be
responsible for all damages to the Gathering System, including costs of repair,
due to its failure to comply with such quality specifications.

5.3. Delivery Points. Shipper's Gas delivered by Gatherer to the
Delivery Points shall conform to the quality specifications of the receiving
pipeline at each Delivery Point.

Article 6.
MEASUREMENT AND TESTING

6.1. Measurement Equipment. Measurement of Shipper's Gas shall take
place at the Receipt Points. Shipper will install, or cause to be installed, at
or near the Receipt Points, orifice meters or other measuring equipment
necessary in Gatherer's judgment to accurately measure the volumes of Shipper's
Gas. Such measuring equipment shall be comparable to the measuring equipment of
other parties delivering gas to the Gathering System. Shipper shall be
responsible for, and bear the cost of, maintaining and operating such
measurement equipment.

6.2. Chart Integration. Gatherer shall be responsible for reading the
meters at the Receipt Points. Gatherer shall furnish, install, remove, and
integrate all recording charts used in such meters in accordance with Gatherer's
standard practices.

6.3. Delivery Points. The measurement of and tests for quality of
Shipper's Gas redelivered at the Delivery Points shall be governed by and
determined in accordance with the requirements of the receiving pipeline at each
Delivery Point.

6.4. Unit of Volume. The unit of volume for purposes of measurement
shall be one (1) cubic foot of gas at a temperature base of sixty degrees
(60(Degree)) Fahrenheit and at a pressure base of fourteen and seventy-three
one-hundredths (14.73) psia.

6.5. Testing Procedures. Shipper shall follow the meter calibrations
schedule established by Gatherer for each meter on the Gathering System. Such
calibrations shall occur at least once every twelve (12) months but not more
frequently than once every six (6) months. No testing, calibration, or
adjustment of a meter or related equipment shall be performed without Gatherer
first being given five (5) days' notice thereof and having the opportunity to be
present.

6.6. Meter Inaccuracy. If, at any time, any meter is found to be out of
service or registering inaccurately in any percentage, it shall be adjusted at
once to read accurately within the limits prescribed by the meter's
manufacturer. If such equipment is out of service or inaccurate by an amount
exceeding three percent (3%) of a reading corresponding to the average flow rate
for the period since the last test, the previous readings shall be corrected for
the period that the meter is known to be inaccurate, or, if not known, a period
of one-half (1/2) the elapsed time since the last test. The volume of Shipper's
Gas delivered during such period shall be estimated either (i) by using the data
recorded by any check measuring equipment if installed and accurately
registered, (ii) by correcting the error if the percentage of error is
ascertainable by calibration, test, or mechanical calculation or, if neither
such method is feasible, (iii) by estimating the quantity delivered based upon
deliveries under similar conditions during a period when the equipment
registered accurately. No volume correction shall be made for metering
inaccuracies of three percent (3%) or less.

6.7. Meter Testing. If Gatherer requests to have any meter tested, then
Shipper shall have the meter tested in the presence of and to the satisfaction

of Gatherer. If the meter tested proves to be accurate within plus or minus
three percent (3%) at its normal operating range, then the cost of testing and
recalibrating the meter shall be borne by Gatherer. Shipper will schedule all
required tests within ten (10) days of a request by Gatherer. Shipper will
notify Gatherer at least five (5) working days prior to the test of the date,
time, and location of such test.

6.8. Books and Records. Gatherer shall keep and maintain proper books
of account during the term of this Agreement and for a period of three (3) years
thereafter showing (a) the total volume of Shipper's Gas transported through the
Gathering System to the Delivery Points and (b) the volume of gas allocated to
each Receipt Point. Gatherer shall also preserve, or cause to be preserved, for
at least one (1) year all test data, charts, and similar data pertaining to the
measurement and testing of Shipper's Gas, unless a longer period is prescribed
by applicable regulations. Shipper shall have the right during normal business
hours, after reasonable notice to Gatherer, to inspect Gatherer's books and
records not older than three (3) years from the date of request for inspection.
Such inspections shall take place at Gatherer's office. Any costs attributable
to such audits or inspections shall be borne by Shipper.

Article 7.
GATHERING FEES

7.1. Consideration. As consideration for Gatherer's transportation of
Shipper's Gas, Atlas America and Resource Energy shall pay to Gatherer one of
the following fees, as applicable.

7.2. Gathering Fees For Production from Existing Third Party Well
Interests, Shipper's Future Well Interests and Future Investment Program Well
Interests. The gathering fees for production from Existing Third Party Well
Interests, Shipper's Future Well Interests and Future Investment Program Well
Interests shall be the greater of Thirty Five Cents for each mcf ($0.35/mcf)
delivered by Shipper at the Receipt Points or fifteen percent (15%) of the gross
sale price for each such mcf.

7.3. Gathering Fee For Production From Shipper's Existing Well
Interests. The gathering fees for production from Shipper's Existing Well
Interests shall be the greater of Forty Cents for each mcf ($0.40/mcf) delivered
by Shipper at the Receipt Points and fifteen percent (15%) of the gross sale
price for each such mcf.

7.4. Fees Payable to Gatherer for Shipper's Future Well Interests in
▇▇▇▇▇ Not Connected to the Gathering System. In the event that Shipper shall
connect ▇▇▇▇▇ to a Third Party Gathering System pursuant to Section 2.3(ii) of
the Omnibus Agreement, Shipper shall pay Gatherer a fee that shall be the
greater of Thirty Five Cents for each mcf ($0.35/mcf) delivered by Shipper at
the Receipt Points for the Third Party Gathering System or fifteen percent (15%)
of the gross sale price for each such mcf, less the gathering fees charged by
the Third Party Gathering System.

7.5. Assignment of Rights and Obligations; Agreement to Fees by
Affiliates. Each Affiliate and Viking Resources assigns to Atlas America and
Resource Energy all of its rights and obligations under and pursuant to
gathering or transportation arrangements between the Affiliate or Viking
Resources and owners of Existing Third Party Well Interests. Each Affiliate and
Viking Resources agrees to the gathering or transportation fees set forth in
this Article with respect to its Shipper's Well Interests or Shipper's Future
Well Interests that are not subject to a binding agreement regarding gathering
or transportation fees existing as of the date of this Agreement.

Article 8.
BILLING AND PAYMENT

8.1. Statements and Payments. In connection with fees payable to
Gatherer under Article 7 of this Agreement, Gatherer shall prepare and submit to
Shipper each month a statement showing for the prior month (i) the volume of
Shipper's Gas received at the Receipt Points, (ii) Shipper's Field Fuel, (iii)
the volume of Shipper's Gas delivered to the Delivery Points, and (iv) the
amount due Gatherer for gathering Shipper's Gas hereunder in the prior month.
The gathering fee shall be due and payable within ten (10) days after Shipper
receives Gatherer's statement. In connection with fees payable to Gatherer under
Section 7.4, Shipper shall submit to Gatherer the statements of the Third Party
Gathering System with respect to its calculation of fees owed to it by Shipper
on a monthly basis (or such other periodic basis as shall be the normal practice
of such Third Party Gathering System) within ten (10) days of receipt by
Shipper, together with Shipper's calculation of the amount due to Gatherer under
Section 7.4 for such month. This fee shall be due and payable within twenty (20)
days from the date Shipper receives the statement from the Third Party Gathering
System.

8.2. Payment Default. If Shipper fails to pay Gatherer in accordance
with Section 8.1, Gatherer may, at its option and without limiting any other
remedies, either, singularly or in combination, (i) terminate this Agreement
forthwith and without notice or (ii) suspend performance under this Agreement
until all indebtedness under this Agreement is paid in full.

8.3. Overdue Payments. Any overdue balance shall accrue daily interest
charges at a rate determined by Gatherer's then-current policy, up to the
maximum lawful rate of interest.

8.4. Remittance of Revenues. If any revenues for sales of Shipper's Gas
are paid directly to Gatherer, Gatherer shall remit such revenues to Shipper
within fifteen (15) days.

8.5. Allocation. Shipper shall have sole and exclusive responsibility
for settling with all Persons having an interest in Shipper's Gas and collecting
gathering fees payable to Shipper from owners of interests in Existing Third
Party Well Interests.

Article 9.
TERM

9.1. Term. Subject to the other provisions of this Agreement, this
Agreement shall become effective from the date of commencement of services
hereunder and shall remain in effect so long as gas is produced from Shipper's
Existing Well Interests, Shipper's Future Well Interests, Future Investment
Program Well Interests or Existing Third Party Well Interests in economic
quantities without a lapse of more than ninety (90) days.

9.2. Uneconomic Operation. Notwithstanding anything contained herein to
the contrary, if at any time Gatherer determines, in its sole discretion, that
continued operation of all or any part of the Gathering System is not
economically justified, Gatherer may cease receiving Shipper's Gas from the
relevant part of the Gathering System and terminate this Agreement as to such
part of the Gathering System by giving at least ninety (90) days' notice to
Shipper.

9.3. Removal of General Partner. In the event that the General Partner
is removed as general partner of Gatherer under circumstances where cause for
such removal does not exist and units in Gatherer held by the General Partner
and its Affiliates are not voted in favor of that removal, then Shipper and
Affiliates shall have no obligation under Article 7 with respect to ▇▇▇▇▇
drilled by Shipper on or after the effective date of such removal.

Article 10.
FORCE MAJEURE

10.1. Non-Performance. No failure or delay in performance, whether in
whole or in part, by either Gatherer or Shipper shall be deemed to be a breach
hereof (other than the obligation to pay amounts when due under this Agreement)
when such failure or delay is occasioned by or due to a Force Majeure Event.

10.2. Force Majeure Notice. The party affected by a Force Majeure Event
shall give notice to the other party as soon as reasonably possible of the Force
Majeure Event and the expected duration of the Force Majeure Event.

10.3. Remedy of a Force Majeure Notice. The affected party will use all
reasonable efforts to remedy each Force Majeure Event and resume full
performance under this Agreement as soon as reasonably practicable, except that
the settlement of strikes, lockouts or other labor disputes shall be entirely
within the discretion of the affected party.

Article 11.
GOVERNMENTAL RULES AND REGULATIONS

This Agreement and all operations hereunder shall be subject to all
valid laws, orders, directives, rules, and regulations of any governmental body,

agency, or official having jurisdiction in the premises whether state or
federal. Notwithstanding any other provisions in this Agreement, in the event
the Federal Energy Regulatory Commission or other governmental authority imposes
a rule, regulation, order, law or statute, which directly or indirectly
materially and adversely affects this Agreement, then the party affected or
prohibited may terminate this Agreement as to the ▇▇▇▇▇ or portions of the
Gathering System affected thereby by giving ten (10) days prior written notice
to the other parties.

Article 12.
INSURANCE

Shipper and Gatherer shall procure and maintain the insurance coverage
described in Exhibit E.

Article 13.
TAXES

Shipper shall pay or cause to be paid all taxes and assessments imposed
on Shipper with respect to Shipper's Gas gathered hereunder prior to and
including its delivery to Gatherer. Shipper shall pay to Gatherer all taxes,
levies or charges which Gatherer may be required to collect from Shipper by
reason of all services performed for Shipper hereunder other than taxes or
assessments with respect to Gatherer's income. Neither party shall be
responsible or liable for any taxes or other statutory charges levied or
assessed against any of the facilities of the other party used for the purposes
of carrying out the provisions of this Agreement.

Article 14.
MISCELLANEOUS

14.1. Choice of Law; Submission to Jurisdiction. This Agreement shall
be subject to and governed by the laws of the Commonwealth of Pennsylvania,
excluding any conflicts-of-law rule or principle that might refer the
construction or interpretation of this Agreement to the laws of another state.
Each party hereby submits to the jurisdiction of the state and federal courts in
the Commonwealth of Pennsylvania and to venue in Philadelphia, Pennsylvania.

14.2. Notice. All notices or requests or consents provided for or
permitted to be given pursuant to this Agreement must be in writing and must be
given by depositing same in the United States mail, addressed to the party to be
notified, postpaid, and registered or certified with return receipt requested or
by delivering such notice in person or by telecopier to such party. Notice given
by personal delivery or mail shall be effective upon actual receipt. Notice
given by telecopier shall be effective upon actual receipt if received during
the recipient's normal business hours, or at the beginning of the recipient's
next business day after receipt if not received during the recipient's normal
business hours. All notices to be sent to a party pursuant to this Agreement
shall be sent to ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇▇▇▇▇ at such other address
as such party may stipulate to the other parties in the manner provided in this
Section.

14.3. Entire Agreement. This Agreement constitutes the entire agreement
of the parties relating to the matters contained herein, superseding all prior
contracts or agreements, whether oral or written.

14.4. Effect of Waiver or Consent. No waiver or consent, express or
implied, by any party to or of any breach or default by any party in the
performance by such party of its obligations hereunder shall be deemed or
construed to be a consent or waiver to or of any other breach or default in the
performance by such Person of the same or any other obligations of such Person
hereunder. Failure on the part of a party to complain of any act of any Person
or to declare any Person in default, irrespective of how long such failure
continues, shall not constitute a waiver by such party of its rights hereunder
until the applicable statute of limitations period has run.

14.5. Amendment or Modification. This Agreement may be amended or
modified from time to time only by the written agreement of all the parties
hereto; provided, however, that Gatherer may not, without the prior approval of
the conflicts committee of the General Partner, agree to any amendment or
modification of this Agreement that, in the reasonable discretion of the General
Partner, will adversely affect the Common Unit holders.

14.6. Assignment. No party shall have the right to assign its rights or
obligations under this Agreement without the consent of the other parties
hereto.

14.7. Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all signatory parties had signed the
same document. All counterparts shall be construed together and shall constitute
one and the same instrument.

14.8. Severability. If any provision of this Agreement or the
application thereof to any Person or circumstance is determined by a court of
competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions hereof, or the application of such provision to Persons or
circumstances other than those as to which it has been held invalid or
unenforceable, shall remain in full force and effect and shall in no way be
affected, impaired or invalidated thereby, so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination, the parties shall
negotiate in good faith in an effort to agree upon a suitable and equitable
substitute provision to effect the original intent of the parties.

14.9. Further Assurances. In connection with this Agreement and all
transactions contemplated by this Agreement, each signatory party hereto agrees
to execute and deliver such additional documents and instruments and to perform
such additional acts as may be necessary or appropriate to effectuate, carry out
and perform all of the terms, provisions and conditions of this Agreement and
all such transactions.

14.10. Third Party Beneficiaries. The provisions of this Agreement are
enforceable solely by the parties to it, and no Common Unit holder or its
assignee or any other Person shall have the right, separate and apart from
Gatherer, to enforce any provision of this Agreement or to compel any party to
this Agreement to comply with its terms.

14.11. Headings. The headings throughout this Agreement are inserted
for reference purposes only, and are not to be construed or taken into account
in interpreting the terms and provisions of any Article, nor to be deemed in any
way to qualify, modify or explain the effects of any such term or provision.

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

Shipper:

ATLAS AMERICA, INC.

By:
--------------------------
Name:
--------------------------
Its:
--------------------------

RESOURCE ENERGY, INC.

By:
--------------------------
Name:
--------------------------
Its:
--------------------------

VIKING RESOURCES CORPORATION

By:
--------------------------
Name:
--------------------------
Its:
--------------------------

Affiliates:

ATLAS ENERGY GROUP, INC.

By:
--------------------------
Name:
--------------------------
Its:
--------------------------

ATLAS RESOURCES, INC.

By:
--------------------------
Name:
--------------------------
Its:
--------------------------

TRANSATCO CORPORATION