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                             CONTRIBUTION AGREEMENT







                                  by and among







                          VULCAN INTERMEDIARY, L.L.C.,







                       NEW VULCAN COAL HOLDINGS, L.L.C.,







                        ATLAS PIPELINE PARTNERS GP, LLC,







                         ATLAS PIPELINE PARTNERS, L.P.







                                      and







                             RESOURCE AMERICA, INC.











                                January 18, 2002













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                             CONTRIBUTION AGREEMENT



     This Contribution Agreement (this "Agreement") is made and entered into as

of January 18, 2002, by and among Vulcan Intermediary, L.L.C., a Delaware

limited liability company ("Intermediary"), New Vulcan Coal Holdings, L.L.C., a

Delaware limited liability company ("NVCH" and, together with Intermediary, the

"Contributors"), Atlas Pipeline Partners, L.P., a Delaware limited partnership

(the "MLP"), Atlas Pipeline Partners GP, LLC, a Delaware limited liability

company (the "General Partner"), and Resource America, Inc., a Delaware

corporation ("Resource America").





                              W I T N E S S E T H:



                  WHEREAS, the Contributors are the record and beneficial owners

of all of the outstanding limited liability company membership interests (the

"Triton Interests") of Triton Coal Company, LLC, a Delaware limited liability

company ("Triton"); and



                  WHEREAS, in connection with the Triton Reorganization (as

defined in Section 6.20 below) it is contemplated that, prior to the Closing

hereof, Triton will be reorganized as a Delaware limited partnership; and



                  WHEREAS, the Contributors desire to contribute to the MLP, and

the MLP desires to accept from the Contributors, the Triton Interests in

consideration for the issuance by the MLP of common units, subordinated units

and deferred participation rights to purchase subordinated units, on the terms

and subject to the conditions set forth in this Agreement; and



                  WHEREAS, concurrently with, and as a condition to, the

execution and delivery of this Agreement, AIC, Inc. ("AIC"), Viking Resources

Corporation ("Viking"), Resource Energy, Inc. ("Resource Energy"), Atlas Energy

Group, Inc. ("Atlas Energy"), Atlas Resources, Inc. ("Atlas Resources") and

REI-NY, Inc. ("REI-NY", and collectively with AIC, Viking, Resource Energy,

Atlas Energy and Atlas Resources, the "Sellers") and NVCH have entered into that

certain Purchase Agreement, dated as of the date hereof (the "GP Purchase

Agreement"), pursuant to which, among other things, NVCH (or an affiliate

thereof) will purchase and the Sellers will sell, transfer and dispose of, all

of the membership interests and other equity interests, if any, of the General

Partner.



                  NOW, THEREFORE, in consideration of the premises and the

respective representations, warranties, covenants, agreements and conditions

contained herein, the parties hereto agree as follows:





                                       1



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                                   ARTICLE I



                                  CONTRIBUTION



1.1  Contribution.



     On the terms and subject to the conditions of this Agreement, on the

Closing Date (as hereinafter defined), the Contributors shall (x) contribute,

assign, transfer and convey the Triton Interests to the MLP or its designee,

which shall be Atlas Pipeline Operating Partnership, L.P., a Delaware limited

partnership (the "OLP") or a subsidiary thereof and (y) contribute $6,000,000 in

cash to the MLP plus an amount equal to $3.70 multiplied by the number of Common

Units outstanding at closing in excess of 1,621,159.



1.2  Consideration.



     The MLP will acquire the Triton Interests in consideration of the issuance

to the Contributors of:



     (a) 7,101,818 common limited partnership units of the MLP (the "New Common

Units");



     (b) 4,058,182 subordinated limited partnership units of the MLP (the "New

Subordinated Units"), which New Subordinated Units will automatically convert

into common units representing limited partnership units of the MLP (the "Common

Units") as set forth in the form of Second Amended and Restated Agreement of

Limited Partnership of the MLP (the "MLP Agreement Amendment"), the form of

which is attached hereto as Exhibit A; and

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