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'{ PAGE DOCUMENT
<br />WHEN RECORDED, RETURN TO:
<br />SAWYER & GLANCY PLLC
<br />Attn: Nicholas R. Glancy
<br />3120 Wall Street, Suite 310
<br />Lexington, Kentucky 40513
<br />MAIL TAX NOTICES TO:
<br />CENTRAL APPALACHIA MINING LLC
<br />411 West Putnam Avenue
<br />Greenwich, Connecticut 06830
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<br />JANSCE WARD CLKbREC MESA COVNTT CO
<br />RECFEE t4S.OO SURCHG SS.OO
<br />DEED AND ASSIGNMENT
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<br />LODESTAR ENERGY, INC., a Delaware corporation and LODESTAR HOLDINGS,
<br />INC., a Delaware corporation, as their interests may appear (collectively, the "Grantors' acting
<br />by and through their duly appointed bankruptcy trustee, William D. Bishop ("Trustee', for Ten
<br />and No/100 Dollars ($10.00) and other good and valuable consideration, hereby assign, transfer
<br />and convey to CENTRAL APPALACHIA MINING LLC, a Delaware limited liability
<br />company whose address is 411 West Putnam Avenue Greenwich, Connecticut 06830, as designee
<br />of Wexford Capital LLC ("Grantee"), its successors and assigns, the Fee Property, Federal Coal
<br />Leases, Property Rights, Private Coal Leases, Federal Non-Mineral Leases and Rights of Way
<br />and Water Rights, located in Garfield County and Mesa County, Colorado and described in
<br />Exhibit A attached hereto and incorporated herein, along with such tracts of land and real
<br />property, coal, coal reserves, coal inventory, oil, gas and other minerals located in, on or under
<br />such tand, water rights, buildings, fixtures and improvements on such land and any other
<br />easements, rights of way and related facilities, roads, haulways, leases, subleases, rents, issues,
<br />profits, income, tenements, hereditaments, possessory rights, claims, including mining claims,
<br />privileges and appurtenances belonging to, used, or enjoyed with such land, and all of the water
<br />and water rights, including all of the rights, privileges, easements and appurtenances belonging
<br />to and connected in any manner with the water and water rights owned or held by Grantors
<br />(collectively the "Property").
<br />This conveyance is subject to the terms of the Asset Purchase Agreement between
<br />Grantors and Wexford Capital LLC dated May 9, 2003 (the "Agreement's and that certain Order
<br />Pursuant to Sections 363 and 365 of the BanlQUptcy Code for Authority Authori2ing the Sale
<br />Assets Outside the Ordinary Course of Business Free and Clear of Liens, Claims and
<br />Encumbrances (Colorado Assets) entered May 9, 2003 in the United States Bankruptcy Court for
<br />the Eastern District of Kentucky Case No. 01-50969 (the "Order"). The representation and
<br />watrandes contained in the Agreement relating to the Property are incorporated herein by this
<br />reference.
<br />Tlus Deed and Assignment does not supersede or waive any contractual remedy between
<br />Grantors and Grantee. Such remedies are in addition to and are not merged into this instrument.
<br />
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