ACQUISITION AGREEMENT



         THIS  PURCHASE  AGREEMENT,  made and entered into this 31st day of May,

2005, to be effective as of Closing,  as  subsequently  defined,  by and between

BRONCO COAL CO., an Arizona  corporation  (hereinafter  referred to as "BRONCO")

and  C&P  COAL   CORPORATION,   an  Utah  corporation  (the  "TARGET,"   "TARGET

CORPORATION" or "C&P"), and Brent Davies, an individual (hereinafter referred to

as "SOLE SHAREHOLDER").



                                   WITNESSETH:



         WHEREAS,  Bronco  intends to acquire  Target and its  business  via the

purchase of 100% of the outstanding shares of C&P;



         WHEREAS,  Brent  Davies  is the sole  owner of 100% of the  outstanding

shares of C&P



         WHEREAS,  the board of directors of Bronco,  and the board of directors

of Target  (deeming  it  advisable  for their  benefit  and the benefit of their

respective  stockholders that Target be acquired by Bronco - the  "ACQUISITION")

have approved this Agreement;



         NOW,  THEREFORE,  in consideration of the above and foregoing  premises

and the mutual  covenants and  conditions  set forth herein,  and such other and

further  consideration,   the  receipt  and  sufficiency  of  which  are  hereby

acknowledged,  THE PARTIES HEREBY ADOPT THE  ACQUISITION  AGREEMENT AND AGREE AS

FOLLOWS:





ARTICLE I



                                   ACQUISITION



1.01. CONTINUANCE OF CORPORATIONS.  Target Corporation shall be acquired by, and

become a  wholly-owned  subsidiary  of,  Bronco.  The  Acquisition  shall become

effective on the closing.



1.02.  TERMS  OF THE  ACQUISITION.  Upon  the  execution  and  delivery  of this

Agreement and the  effectiveness of the Acquisition,  each shareholder  interest

then issued and outstanding of Target,  by virtue of the Acquisition and without

any action on the part of the Sole Shareholder  thereof other than his signature

affixed to this agreement,  shall no longer be outstanding and shall be canceled

and retired and cease to exist,  other than one share of Target,  which shall be

owned by Bronco,  and all other Target  interests  shall be  converted  into the

right to receive, upon surrender of the certificate  representing such interest,

the consideration set forth under paragraph 1.03 hereof.



1.03.  PAYMENT FOR  INTEREST(S).  In consideration  for the Acquisition,  Bronco

shall  issue  to the  sole  shareholder  of C&P a  Promissory  Note in the  form

attached hereto as Exhibit A. The note shall be in the principle  amount of Five

Hundred Thousand Dollars ($500,000.00), shall be interest free, and shall be due

and  payable 60 days after the  successful  conclusion  of the  lawsuit in Utah,

Civil No. 040917597 against Consolidation Coal Company, Consol Energy, Inc., and

Cnx Land Resources,  Inc. Success shall mean either a final settlement agreement

or final  judgment in  plaintiff's  favor  consisting of either a payment of not

less than  $1,000,000 or the  acquisition  by plaintiff or Bronco or any related

affiliate of the Emery Mine. In the event that there is no successful conclusion

to the lawsuit,  then the note shall be converted  into $500,000 worth of common

stock of Bronco Energy Fund, Inc.



1.04. CERTAIN EFFECTS OF THE ACQUISITION.  Upon effectiveness of this Agreement,

the Target  shall be acquired in whole and become a  subsidiary  of Bronco,  and

shall  continue its own company  existence with 1 share of Target being owned by

the Bronco.



                                   ARTICLE II



                         REPRESENTATIONS AND WARRANTIES

                                     TARGET



         Target  and  Target's  sole  shareholder,   unanimously,   jointly  and

severally,  represent and warrant to Bronco, without reservation, as of the date

hereof and Closing as follows:



2.01. CORPORATE  ORGANIZATION.  Target is a corporation duly organized,  validly

existing and in good standing under the laws of Utah and has all corporate power

and  authority  to carry on its business as now being  conducted  and to own its

properties and assets.



2.02.  CAPITALIZATION.  The  authorized  capital  stock  of  Target  consist  of

1,000,000 shares of common stock.  There are 1,000 shares of common stock issued

and outstanding. All of the issued and outstanding interests of Target have been

duly authorized, validly issued and fully paid for and are nonassessable with no

personal liability  attaching thereto,  except as disclosed.  There are no other

interests or securities of Target outstanding, except as set forth above in this

paragraph; there are no outstanding options, warrants,  conversion privileges or

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