Exhibit
      10.2

    


    

    


    LIBOR
      TERM NOTE

    New
      York

    


    
      	
              Buffalo,
                New York May
                7, 2008

            	
              $6,000,000.00

            


    

     

    BORROWER:
      _Corning
      Natural Gas Corporation____________________________________________________

    a(n)
      o
      individual(s) o
      partnership x
      corporation o
      trust
o
      __________organized under the laws of_New
      York_____

    Address
      of residence/chief executive office: __330
      West William Street, Corning, New York 14830________________

     

    
      	
              BANK:

            	
              MANUFACTURERS
                AND TRADERS TRUST COMPANY,
                New York banking corporation with its principal banking office at
                One
                M&T Plaza, Buffalo, New York 14240, Attention: Office of General
                Counsel

            


    

    


    1. DEFINITIONS.
      As used
      in this Note, each capitalized term shall have the meaning specified in the
      Note
      or as it appears in initial capitalization. Additionally, the following terms
      shall have the indicated meanings:

    


    
      	
            	a.	
              “Applicable
                Rate”
                shall mean either the LIBOR Rate or the Base Rate, as the case may
                be.

            


    

    
      	 	
              b.

            	
              “Adjustment
                Date”,
                when applicable, shall mean:

            


    

    
      	
            	(i)	
              If
                the Interest Period duration selected below is “one day”:
                the first day of the applicable Interest Period (or, if such date
                is not a
                Business Day, the immediately preceding Business
                Day).

            


    

    
      	
            	(ii)	
              If
                the Interest Period duration selected below is other than “one
                day”:
                two (2) Business Days before the first day of the applicable Interest
                Period (each of which shall have a duration as selected below; see
                LIBOR
                Rate definition).

            


    

    
      	 	
              c.

            	
              “Base
                Rate”
                shall mean one (1) percentage point above the rate of interest announced
                by the Bank as its prime rate of interest.


            


    

    
      	 	
              d.

            	
              “Business
                Day”
                shall mean any day of the year on which banking institutions in New
                York,
                New York are not authorized or required by law or other governmental
                action to close and, to the extent the LIBOR Rate is applicable,
                on which
                dealings are carried on in the London Interbank
                market.

            


    

    
      	 	
              e.

            	
              “Continuation
                Date”
                shall mean the last day of each Interest
                Period.

            


    

    
      	 	
              f.

            	
              “Interest
                Period”
                shall mean, as to the LIBOR Rate, the period commencing on the date
                of
                this Note or Continuation Date (as the case may be) and ending on
                the date
                that shall be: 

            


    

    
      	
            	(i)	
              If
                the Interest Period duration selected below is “one day”:
                the following day; provided, however, that if an Interest Period
                would end
                on a day that is not a Business Day, such Interest Period shall be
                extended to the next succeeding Business
                Day.

            


    

    
      	
            	(ii)	
              If
                the Interest Period duration selected below is other than “one
                day”:
                the numerically corresponding day (or, if there is no numerically
                corresponding day, on the last day) of the calendar month that is
                one (1),
                two (2), three (3) or six (6) months thereafter (as selected below);
                provided, however, that if an Interest Period would end on a day
                that is
                not a Business Day, such Interest Period shall be extended to the
                next
                succeeding Business Day unless such next succeeding Business Day
                would
                fall in the next calendar month, in which case such Interest Period
                shall
                end on the immediately preceding Business
                Day.

            


    

    
      	 	
              g.

            	
              “LIBOR”
                shall mean the rate per annum (rounded upward, if necessary, to the
                nearest 1/16th
                of
                1%) obtained by dividing (i) the one-day, one-month, two-month,
                three-month or six-month interest period London Interbank Offered
                Rate (as
                selected below), fixed by the British Bankers Association for United
                States dollar deposits in the London Interbank Eurodollar Market
                at
                approximately 11:00 a.m. London, England time (or as soon thereafter
                as
                practicable) as determined by the Bank from any broker, quoting service
                or
                commonly available source utilized by the Bank by (ii) a percentage
                equal
                to 100% minus the stated maximum rate of all reserves required to
                be
                maintained against “Eurocurrency Liabilities” as specified in Regulation D
                (or against any other category of liabilities which includes deposits
                by
                reference to which the interest rate on LIBOR Rate loans is determined
                or
                any category of extensions of credit or other assets which includes
                loans
                by a non-United States’ office of a bank to United States residents) on
                such date to any member bank of the Federal Reserve System.
                Notwithstanding any provision above, the practice of rounding to
                determine
                LIBOR may be discontinued at any time in the Bank’s sole
                discretion.

            


    

    
      	 	
              h.

            	
              “LIBOR
                Rate”
                shall mean 1.80
                percentage points above LIBOR with an Interest Period duration
                of:

            


    

    o
      one day
x
      one
      month o
      two
      months o
      three
      months o
      six
      months. 

    
      (Select
        applicable
        duration for each Interest Period. If no selection is made, the one-day Interest
        Period duration shall apply.)

    

    
      	
            	i.	
              “Maturity
                Date”
                is
                May 5, 2009.

            


    

    
      	 	
              j.

            	
              “Payment
                Due Date”,
                when applicable, shall mean the same day of the calendar month as
                the date
                of this Note (or if there is no numerically corresponding day in
                a month,
                on the last day of such month); provided, however, if that day is
                not a
                Business Day, the Payment Due Day shall be extended to the next succeeding
                Business Day unless such next succeeding Business Day would fall
                in the
                next calendar month, in which case such Payment Due Date shall be
                the
                immediately preceding Business Day.

            


    

    
      	 	
              k.

            	
              “Principal
                Amount”
                shall mean Six
                Million and 00/100 Dollars ($6,000,000.00).

            


    

    


    2. PAYMENT
      OF PRINCIPAL, INTEREST AND EXPENSES.

    


    a. Promise
      to Pay.
      For
      value received, and intending to be legally bound, Borrower promises to pay
      to
      the order of the Bank on the dates set forth below, the Principal Amount, plus
      interest as agreed below and all fees and costs (including without limitation
      attorneys’ fees and disbursements whether for internal or outside counsel) the
      Bank incurs in order to collect any amount due under this Note, to negotiate
      or
      document a workout or restructuring, or to preserve its rights or realize upon
      any guaranty or other security for the payment of this Note
      (“Expenses”).

    

      ©Manufacturers
        and Traders Trust Company, 2005

    

    
       

      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    b. Initial
      Applicable Rate.
      The
      initial Applicable Rate shall be the LIBOR Rate (based on the Interest Period
      duration selected above) in effect on the date that is:

    
      
        
          	
                	(i)	
                  If
                    the Interest Period duration selected above is “one day”:
                    the date of this Note (or, if such date is not a Business Day,
                    the
                    immediately preceding Business
                    Day).

                


        

      

    

    
      	
            	
              (ii)

            	
              If
                the Interest Period duration selected above is other than “one
                day”:
                two (2) Business Days before the date of this Note.
                

            


    

    In
      either
      case, the initial Interest Period shall start on the date of this
      Note.

    


    c. Interest.
      Interest
      shall accrue on the outstanding Principal Amount calculated on the basis of
      a
      360-day year for the actual number of days of each year (365 or 366) at the
      Applicable Rate that on each day shall be:

    


    
      	
            	i.	
              If
                the LIBOR Rate is the Applicable Rate.
                Interest shall accrue on the Principal Amount from and including
                the first
                day of the Interest Period (with the duration selected above) until,
                but
                not including, the last day of such Interest Period or the day the
                Principal Amount is paid in full (if sooner), at a rate per annum
                equal to
                the LIBOR Rate determined and in effect on the applicable Adjustment
                Date.

            


    

    


    
      	
            	ii.	
              If
                the Base Rate is the Applicable Rate.
                Interest shall accrue on the Principal Amount from and including
                the first
                date the Base Rate is the Applicable Rate to but not including, the
                day
                such Principal Amount is paid in full or the Applicable Rate is converted
                to the LIBOR Rate, at the rate per annum equal to the Base Rate.
                Any
                change in the Base Rate resulting from a change in the Bank’s prime rate
                shall be effective on the date of such
                change.

            


    

    


    d. Payment
      Schedule.
      (Check
      applicable box):

    


    
      	
            	x	
              Borrower
                shall pay the entire outstanding Principal Amount on the Maturity
                Date. In
                addition, until the outstanding Principal Amount is paid in full,
                Borrower
                shall pay all accrued and unpaid interest, in amounts which may vary,
                as
                follows: (i) if the LIBOR Rate is the Applicable Rate, on the last
                day of
                each Interest Period (except, however, if the Interest Period duration
                selected above is “one day”, in which case such interest payments shall be
                made on the Payment Due Date for each month, or as otherwise invoiced
                by
                the Bank), (ii) if the Base Rate is the Applicable Rate, on the Payment
                Due Date for each month, and (iii) at maturity (whether by acceleration
                or
                otherwise) and, after such maturity, on
                demand.

            


    

    


    
      	
            	o	
              Borrower
                shall pay the outstanding Principal Amount in ________________ consecutive
                monthly, bi-monthly, quarterly or semi-annual installments (depending
                on
                the duration of the Interest Period selected above) as follows: (i)
                if the
                Interest Period duration is “one day”, starting on the first Payment Due
                Date after the date of this Note and on each Payment Due Date thereafter,
                or (ii) if the Interest Period duration is other than “one day”, starting
                on the last day of the Interest Period that commences on the date
                of this
                Note and on last day of each Interest Period thereafter; in either
                case,
                consisting of _______________ equal installments of principal each
                in the
                amount of $____________________ and ONE (1) FINAL INSTALLMENT on
                the
                Maturity Date in an amount equal to the outstanding Principal Amount
                at
                that time together with all other amounts outstanding hereunder including,
                without limitation, accrued interest, costs and Expense (the “Final
                Installment”); provided, however, if the Applicable Rate is converted to
                the Base Rate, Borrower shall pay the outstanding Principal Amount
                in
                consecutive monthly installments commencing on the first Payment
                Due Date
                after the date of such conversion and on the same Payment Due Date
                thereafter until conversion back to the LIBOR Rate (at which time
                Borrower
                shall resume the monthly, bi-monthly, quarterly or semi-annual
                installments in the amount set forth above or as otherwise agreed
                to by
                the Bank and Borrower in writing) or the Maturity Date (at which
                time
                Borrower shall pay the Final Installment) with each such installment
                being
                equal in an amount to fully amortize the outstanding Principal Amount
                of
                the Note in full by the Maturity Date or such other date agreed to
                by the
                Bank and Borrower in writing. The determination by the Bank of the
                foregoing amount shall, in the absence of manifest error, be conclusive
                and binding upon Borrower. In addition, until the outstanding Principal
                Amount is paid in full, Borrower shall pay all accrued and unpaid
                interest, in amounts which may vary, as follows: (i) if the LIBOR
                Rate is
                the Applicable Rate, on the last day of each Interest Period (except,
                however, if the Interest Period duration selected above is “one day”, in
                which case such interest payments shall be made on the Payment Due
                Date
                for each month, or as otherwise invoiced by the Bank), (ii) if the
                Base
                Rate is the Applicable Rate, on the Payment Due Date for each month,
                and
                (iii) at maturity (whether by acceleration or otherwise) and, after
                such
                maturity, on demand.

            


    

    


    e. Maximum
      Legal Rate.
      It is
      the intent of the Bank and Borrower that in no event shall interest be payable
      at a rate in excess of the maximum rate permitted by applicable law (the
“Maximum Legal Rate”). If this Note is for a personal loan of less than
      $2,500,000 and is secured primarily by a one- to four-family residence, the
      interest rate shall not exceed 16%. Solely to the extent necessary to prevent
      interest under this Note from exceeding the Maximum Legal Rate, any amount
      that
      would be treated as excessive under a final judicial interpretation of
      applicable law shall be deemed to have been a mistake and automatically
      canceled, and, if received by the Bank, shall be refunded to
      Borrower.

    


    f. Default
      Rate.
      If an
      Event of Default (defined below) occurs, the interest rate on the unpaid
      Principal Amount shall immediately be automatically increased to 5 percentage
      points per year above the higher of the LIBOR Rate or the Base Rate, and any
      judgment entered hereon or otherwise in connection with any suit to collect
      amounts due hereunder shall bear interest at such default rate.

    


    g. Repayment
      of Principal and Interest; Late Charge.
      Payments
      shall be made in immediately available United States funds at any banking office
      of the Bank. Interest will continue to accrue until payment is actually
      received. If payment is not received within five days of its due date, Borrower
      shall pay a late charge equal to the greatest of (a) $50.00, (b) 5% of the
      delinquent amount or (c) the Bank’s then current late charge as announced from
      time to time. If this Note is secured by a one to six-family owner-occupied
      residence, the late charge shall equal 2% of the delinquent amount and shall
      be
      payable if payment is not received within fifteen days of its due date. Payments
      may be applied in any order in the sole discretion of the Bank but, prior to
      default, shall be applied first to past due interest, Expenses, late charges
      and
      principal, then to current interest, Expenses, late charges and principal,
      and
      last to remaining principal.

    
      

        ©Manufacturers
          and Traders Trust Company, 2005

      

      
         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    h. Prepayment.

    


    
      	
            	i.	
              Subject
                to the following, during the term of this Note, Borrower shall have
                the
                option of paying the Principal Amount to the Bank in advance of the
                Maturity Date, in whole or in part, at any time and from time to
                time upon
                written notice received by the Bank at least three (3) business days
                prior
                to making such payment. If (i) Borrower prepays, in whole or in part,
                any
                Principal Amount when the Applicable Rate is the LIBOR Rate before
                the end
                of the Interest Period, (ii) there occurs an Event of Default or
                the
                Applicable Rate is converted from the LIBOR Rate to the Base Rate
                before
                the end of an Interest Period pursuant to Section 3, then Borrower
                shall
                be liable for and shall pay the Bank, on demand, the higher of $250.00
                or
                the actual amount of the liabilities, expenses, costs or funding
                losses
                that are a direct or indirect result of such prepayment (based on
                the
                entire Principal Amount pre-paid), failure to draw, early termination
                of
                the Interest Period, revocation, bankruptcy or otherwise. The
                determination by the Bank of the foregoing amount shall, in the absence
                of
                manifest error, be conclusive and binding upon Borrower. The provisions
                of
                this paragraph shall not be applicable if the Interest Period duration
                selected above is “one day”.

            


    

    


    
      	
            	ii.	
              Upon
                making any prepayment of the Principal Amount in whole, Borrower
                shall pay
                to the Bank all interest and Expenses owing pursuant to the Note
                and
                remaining unpaid. Each partial prepayment of the Principal Amount
                shall be
                applied in inverse order of maturity to the principal included in
                the
                installments provided herein.

            


    

    


    
      	
            	iii.	
              In
                the event the Maturity Date is accelerated following an Event of
                Default
                by Borrower, any tender of payment of the amount necessary to satisfy
                the
                entire indebtedness made after such Event of Default shall be expressly
                deemed a voluntary prepayment. In such a case, to the extent permitted
                by
                law, the Bank shall be entitled to the amount necessary to satisfy
                the
                entire indebtedness, plus the appropriate prepayment premium calculated
                in
                accordance with this Section 2(h).

            


    

    


    3. CONTINUATIONS
      AND CONVERSIONS.

    


    a. Expiration
      of Interest Period.
      Subject
      to Section 3(b), upon the expiration of the first Interest Period and each
      Interest Period thereafter, on the Continuation Date the LIBOR Rate will be
      automatically continued with an Interest Period of the same duration as the
      Interest Period duration initially selected above.

    


    b. Conversion
      Upon Default.
      Unless
      the Bank shall otherwise consent in writing, if (i) Borrower has failed to
      pay
      when due, in whole or in part, the indebtedness under the Note (whether upon
      maturity, acceleration or otherwise), or (ii) there exists a condition or event
      which with the passage of time, the giving of notice or both shall constitute
      an
      Event of Default, the Bank, in its sole discretion, may (i) permit the LIBOR
      Rate to continue until the last day of the applicable Interest Period at which
      time such the Applicable Rate shall automatically be converted to the Base
      Rate
      or (ii) convert the LIBOR Rate to the Base Rate before the end of the applicable
      Interest Period. Notwithstanding the foregoing, upon the occurrence of an Event
      of Default in Section 5(ix), the Applicable Rate shall be automatically
      converted to the Base Rate without further action by the Bank and Borrower
      shall
      have no right to have the Applicable Rate converted from the Base Rate to the
      LIBOR Rate. Nothing herein shall be construed to be a waiver by the Bank to
      have
      the Principal Amount accrue interest at the Default Rate or the right of the
      Bank to the amounts set forth in Section 2(h) of this Note, if any.

    


    4. REPRESENTATIONS,
      WARRANTIES AND COVENANTS.
      Borrower
      represents and warrants to and agrees and covenants with the Bank that now
      and
      until this Note is paid in full:

    


    a. Business
      Purpose.
      The Loan
      proceeds shall be used only for a business purpose and not for any personal,
      family or household purpose.

    


    b. Good
      Standing Authority.
      Borrower
      is an entity or sole proprietor (i) duly organized and existing and in good
      standing under the laws of the jurisdiction in which it was formed, (ii) duly
      qualified, in good standing and authorized to do business in every jurisdiction
      in which failure to be so qualified might have a material adverse effect on
      its
      business or assets and (iii) has the power and authority to own each of its
      assets and to use them as contemplated now or in the future.

    


    c. Legality.
      The
      execution, issuance, delivery to the Bank and performance by Borrower of this
      Note (i) are in furtherance of Borrower’s purposes and within its power and
      authority; (ii) do not (A) violate any statute, regulation or other law or
      any
      judgment, order or award of any court, agency or other governmental authority
      or
      of any arbitrator or (B) violate Borrower’s certificate of incorporation or
      other governing instrument, constitute a default under any agreement binding
      on
      Borrower, or result in a lien or encumbrance on any assets of Borrower; and
      (iii) have been duly authorized by all necessary corporate or partnership
      action.

    


    d. Compliance.
      The
      Borrower conducts its business and operations and the ownership of its assets
      in
      compliance with each applicable statute, regulation and other law, including
      without limitation environmental laws. All approvals, including without
      limitation authorizations, permits, consents, franchises, licenses,
      registrations, filings, declarations, reports and notices (the “Approvals”)
      necessary to the conduct of Borrower’s business and for Borrower’s due issuance
      of this Note have been duly obtained and are in full force and effect. The
      Borrower is in compliance with all conditions of each Approval.

    


    e. Financial
      and Other Information.
      For each
      year until this Note is paid in full, Borrower shall provide to the Bank in
      form
      and number of copies and by accountants satisfactory to the Bank, within 90
      days
      after the end of each fiscal year of the Borrower, statements of income and
      cash
      flows and the financial position and balance sheet of the Borrower as of the
      fiscal year end, each in reasonable detail and certified by an officer or member
      of Borrower to have been prepared in accordance with generally accepted
      accounting principles to present fairly the results of Borrower’s operations and
      cash flows and its financial position in conformity with such principles, and
      to
      be correct, complete and in accordance with Borrower’s records. Promptly upon
      the request of the Bank from time to time, Borrower shall supply all additional
      information requested and permit the Bank’s officers, employees, accountants,
      attorneys and other agents to (A) visit and inspect each of Borrower’s premises,
      (B) examine, audit, copy and extract from Borrower’s records and (C) discuss
      Borrower’s or its affiliates’ business, operations, assets, affairs or condition
      (financial or other) with its responsible officers and independent
      accountants.

    
      

        ©Manufacturers
          and Traders Trust Company, 2005

      

      
         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    f. Accounting;
      Tax Returns and Payment of Claims.
      Borrower
      will maintain a system of accounting and reserves in accordance with generally
      accepted accounting principles, has filed and will file each tax return required
      of it and, except as disclosed in an attached schedule, has paid and will pay
      when due each tax, assessment, fee, charge, fine and penalty imposed by any
      taxing authority upon Borrower or any of its assets, income or franchises,
      as
      well as all amounts owed to mechanics, materialmen, landlords, suppliers and
      the
      like in the ordinary course of business.

    


    g. Title
      to Assets; Insurance.
      Borrower
      has good and marketable title to each of its assets free of security interests
      and mortgages and other liens except as disclosed in its financial statements
      or
      on a schedule attached to this Note or pursuant to the Bank’s prior written
      consent. Borrower will maintain its property in good repair and will maintain
      and on request provide the Bank with evidence of insurance coverage satisfactory
      to the Bank including without limitation fire and hazard, liability, worker’s
      compensation and business interruption insurance and flood hazard insurance
      as
      required.

    


    h. Judgments
      and Litigation.
      There is
      no pending or threatened claim, audit, investigation, action or other legal
      proceeding or judgment, order or award of any court, agency or other
      governmental authority or arbitrator (each an “Action”) which involves Borrower
      or its assets and might have a material adverse effect upon Borrower or threaten
      the validity of this Note or any related document or transaction. Borrower
      will
      immediately notify the Bank in writing upon acquiring knowledge of any such
      Action.

    


    i. Notice
      of Change of Address and of Default.
      Borrower
      will immediately notify the Bank in writing (i) of any change in its address
      or
      of the location of any collateral securing this Note, (ii) of the occurrence
      of
      any Event of Default defined below, (iii) of any material change in Borrower’s
      ownership or management and (iv) of any material adverse change in Borrower’s
      ability to repay this Note.

    


    j. No
      Transfer of Assets.
      Until
      this Note is paid in full, Borrower shall not without the prior written consent
      of the Bank (i) sell or otherwise dispose of substantially all of its assets,
      (ii) acquire substantially all of the assets of another entity, (iii) if it
      is a
      corporation, participate in any merger, consolidation or other absorption or
      (iv) agree to do any of these things.

    


    5. EVENTS
      OF DEFAULT; ACCELERATION.
      The
      following constitute an event of default (“Event of Default”): (i) failure by
      Borrower to make any payment when due (whether at the stated maturity, by
      acceleration or otherwise) of the amounts due under this Note, or any part
      thereof, or there occurs any event or condition which after notice, lapse of
      time or both will permit such acceleration; (ii) Borrower defaults in the
      performance of any covenant or other provision with respect to this Note or
      any
      other agreement between Borrower and the Bank or any of its affiliates or
      subsidiaries (collectively, “Affiliates”); (iii) Borrower fails to pay when due
      (whether at the stated maturity, by acceleration or otherwise) any indebtedness
      for borrowed money owing to the Bank (other than under this Note), any third
      party or any Affiliate, the occurrence of any event which could result in
      acceleration of payment of any such indebtedness or the failure to perform
      any
      agreement with any third party; (iv) the reorganization, merger, consolidation
      or dissolution of Borrower (or the making of any agreement therefor); the sale,
      assignment, transfer or delivery of all or substantially all of the assets
      of
      Borrower to a third party; or the cessation by Borrower as a going business
      concern; (v) the death or judicial declaration of incompetency of Borrower,
      if
      an individual; (vi) failure to pay, withhold or collect any tax as required
      by
      law; the service or filing against Borrower or any of its assets of any lien
      (other than a lien permitted in writing by the Bank), judgment, garnishment,
      order or award, other than a judgment, order or award for which Borrower is
      fully insured, if ten (10) days thereafter such judgment, order or awarded
      is
      not satisfied, vacated, bonded or stayed pending appeal; (vii) if Borrower
      becomes insolvent (however such insolvency is evidenced) or is generally not
      paying its debts as such debts become due; (viii) the making of any general
      assignment by Borrower for the benefit of creditors; the appointment of a
      receiver or similar trustee for Borrower or its assets; or the making of any,
      or
      sending notice of any intended, bulk sale; (ix) Borrower commences, or has
      commenced against it, any proceeding or request for relief under any bankruptcy,
      insolvency or similar laws now or hereafter in effect in the United States
      of
      America or any state or territory thereof or any foreign jurisdiction or any
      formal or informal proceeding for the dissolution or liquidation of, settlement
      of claims against or winding up of affairs of Borrower; (x) any representation
      or warranty made in this Note, any related document, any agreement between
      Borrower and the Bank or any Affiliate or in any financial statement of Borrower
      proves to have been misleading in any material respect when made; Borrower
      omits
      to state a material fact necessary to make the statements made in this Note,
      any
      related document, any agreement between Borrower and the Bank or any Affiliate
      or any financial statement of Borrower not misleading in light of the
      circumstances in which they were made; or, if upon the date of execution of
      this
      Note, there shall have been any materially adverse change in any of the facts
      disclosed in any financial statement, representation or warranty that was not
      disclosed in writing to the Bank at or prior to the time of execution hereof;
      (xi) any pension plan of Borrower fails to comply with applicable law or has
      vested unfunded liabilities that, in the opinion of the Bank, might have a
      material adverse effect on Borrower’s ability to repay its debts; (xii) the
      occurrence of any event described in sub-paragraph (i) through and including
      (xi) hereof with respect to any endorser, guarantor or any other party liable
      for, or whose assets or any interest therein secures, payment of any of the
      amounts due under this Note (“Guarantor”); (xiii) there occurs any change in the
      management or ownership of Borrower or any Guarantor which is, in the opinion
      of
      the Bank, materially adverse to its interest and which remains uncorrected
      for
      thirty days after the Bank notifies Borrower of its opinion; (xiv) Borrower
      fails to supply new or additional collateral within ten days of request by
      the
      Bank; or (xv) the Bank in good faith deems itself insecure with respect to
      payment or performance of under this Note. All amounts hereunder shall become
      immediately due and payable upon the occurrence of Section 5(ix) above, or
      at
      the Bank’s option, upon the occurrence of any other Event of
      Default.

    


    6. RIGHT
      OF SETOFF.
      The Bank
      shall have the right to set off against the amounts owing under this Note any
      property held in a deposit or other account with the Bank or any Affiliate
      or
      otherwise owing by the Bank or any Affiliate in any capacity to Borrower or
      any
      guarantor or endorser of this Note. Such set-off shall be deemed to have been
      exercised immediately at the time the Bank or such Affiliate elect to do
      so.

    


    7. INABILITY
      TO DETERMINE LIBOR RATES, INCREASED COSTS, ILLEGALITY.

    


    a. Increased
      Costs.
      If the
      Bank shall determine that, due to either (a) the introduction of any change
      (other than any change by way of imposition of or increase in reserve
      requirements included in the calculation of the LIBOR) in or in the
      interpretation of any requirement of law or (b) the compliance with any
      guideline or request from any central bank or other governmental authority
      (whether or not having the force of law), there shall be any increase in the
      cost to the Bank of agreeing to make or making, funding or maintaining any
      loans
      based on LIBOR, then Borrower shall be liable for, and shall from time to time,
      upon demand therefor by the Bank and pay to the Bank such additional amounts
      as
      are sufficient to compensate the Bank for such increased costs.

    
      

        ©Manufacturers
          and Traders Trust Company, 2005

      

      
         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    b. Inability
      to Determine Rates.
      If the
      Bank shall determine that for any reason adequate and reasonable means do not
      exist for ascertaining LIBOR for the Interest Period specified above, the Bank
      will give notice of such determination to Borrower. Thereafter, the Bank may
      not
      maintain the loan hereunder at the LIBOR Rate until the Bank revokes such notice
      in writing and, until such revocation, the Bank may convert the Applicable
      Rate
      from the LIBOR Rate to the Base Rate.

    


    c. Illegality.
      If the
      Bank shall determine that the introduction of any law (statutory or common),
      treaty, rule, regulation, guideline or determination of an arbitrator or of
      a
      governmental authority or in the interpretation or administration thereof,
      has
      made it unlawful, or that any central bank or other governmental authority
      has
      asserted that it is unlawful for the Bank to make loans at based on LIBOR then,
      on notice thereof by the Bank to Borrower, the Bank may suspend the maintaining
      of the loan hereunder at the LIBOR Rate until the Bank shall have notified
      Borrower that the circumstances giving rise to such determination shall no
      longer exist. If the Bank shall determine that it is unlawful to maintain the
      loan hereunder based on LIBOR, the Bank may convert the Applicable Rate from
      the
      LIBOR Rate to the Base Rate.

    


    8. MISCELLANEOUS.
      This
      Note, together with any related loan and security agreements and guaranties,
      contains the entire agreement between the Bank and Borrower with respect to
      the
      Note, and supersedes every course of dealing, other conduct, oral agreement
      and
      representation previously made by the Bank. All rights and remedies of the
      Bank
      under applicable law and this Note or amendment of any provision of this Note
      are cumulative and not exclusive. No single, partial or delayed exercise by
      the
      Bank of any right or remedy shall preclude the subsequent exercise by the Bank
      at any time of any right or remedy of the Bank without notice. No waiver or
      amendment of any provision of this Note shall be effective unless made
      specifically in writing by the Bank. No course of dealing or other conduct,
      no
      oral agreement or representation made by the Bank, and no usage of trade, shall
      operate as a waiver of any right or remedy of the Bank. No waiver of any right
      or remedy of the Bank shall be effective unless made specifically in writing
      by
      the Bank. Borrower agrees that in any legal proceeding, a copy of this Note
      kept
      in the Bank’s course of business may be admitted into evidence as an original.
      This Note is a binding obligation enforceable against Borrower and its
      successors and assigns and shall inure to the benefit of the Bank and its
      successors and assigns. If a court deems any provision of this Note invalid,
      the
      remainder of the Note shall remain in effect. Section headings are for
      convenience only. Borrower hereby waives protest, presentment and notice of
      any
      kind in connection with this Note. Singular number includes plural and neuter
      gender includes masculine and feminine as appropriate.

    


    9. NOTICES.
      Any
      demand or notice hereunder or under any applicable law pertaining hereto shall
      be in writing and duly given if delivered to Borrower (at its address on the
      Bank’s records) or to the Bank (at the address on page one and separately to the
      Bank officer responsible for Borrower’s relationship with the Bank). Such notice
      or demand shall be deemed sufficiently given for all purposes when delivered
      (i)
      by personal delivery and shall be deemed effective when delivered, or (ii)
      by
      mail or courier and shall be deemed effective three (3) business days after
      deposit in an official depository maintained by the United States Post Office
      for the collection of mail or one (1) business day after delivery to a
      nationally recognized overnight courier service (e.g.,
      Federal
      Express). Notice by e-mail is not valid notice under this or any other agreement
      between Borrower and the Bank.

    


    10. JOINT
      AND SEVERAL.
      If there
      is more than one Borrower, each of them shall be jointly and severally liable
      for all amounts which become due under this Note and the term “Borrower” shall
      include each as well as all of them.

    


    11. GOVERNING
      LAW; JURISDICTION.
      This
      Note has been delivered to and accepted by the Bank and will be deemed to be
      made in the State of New York. This Note will be interpreted in accordance
      with
      the laws of the State of New York excluding its conflict of laws
      rules.
      BORROWER
      HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR
      FEDERAL COURT IN THE STATE OF NEW YORK IN A COUNTY OR JUDICIAL DISTRICT WHERE
      THE BANK MAINTAINS A BRANCH, AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE
      OF PROCESS IN THE MANNER AND AT BORROWER’S ADDRESS SET FORTH ABOVE FOR PROVIDING
      NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT
      THE
      BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING
      ANY
      RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY
      PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC
      JURISDICTION. 
      Borrower
      acknowledges and agrees that the venue provided above is the most convenient
      forum for both the Bank and Borrower. Borrower waives any objection to venue
      and
      any objection based on a more convenient forum in any action instituted under
      this Note.

    


    12. WAIVER
      OF JURY TRIAL. BORROWER
      AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT
      TO
      TRIAL BY JURY BORROWER AND THE BANK MAY HAVE IN ANY ACTION OR PROCEEDING, IN
      LAW
      OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO.
      BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK
      HAS
      REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF
      LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT
      THE BANK HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE
      PROVISIONS OF THIS SECTION.

    


    o Amended
      and Restated Note.
      The
      Borrower acknowledges, agrees and understands that this Note is given in
      replacement of and in substitution for, but not in payment of, a prior note
      dated on or about ____________, ____, in the original principal amount of
      $__________, given by Borrower in favor of the Bank (or its
      predecessor-in-interest), as the same may have been amended or modified from
      time to time (“Prior Note”), and further, that: (a) the obligations of the
      Borrower as evidenced by the Prior Note shall continue in full force and effect,
      as amended and restated by this Note, all of such obligations being hereby
      ratified and confirmed by the Borrower; (b) any and all liens, pledges,
      assignments and security interests securing the Borrower’s obligations under the
      Prior Note shall continue in full force and effect, are hereby ratified and
      confirmed by the Borrower, and are hereby acknowledged by the Borrower to
      secure, among other things, all of the Borrower’s obligations to the Bank under
      this Note, with the same priority, operation and effect as that relating to
      the
      obligations under the Prior Note; and (c) nothing herein contained shall be
      construed to extinguish, release, or discharge, or constitute, create, or effect
      a novation of, or an agreement to extinguish, the obligations of the Borrower
      with respect to the indebtedness originally described in the Prior Note or
      any
      of the liens, pledges, assignments and security interests securing such
      obligations.

    
      

        ©Manufacturers
          and Traders Trust Company, 2005

      

      
         

      

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Preauthorized
      Transfers from Deposit Account.
      If a
      deposit account number is provided in the following blank Borrower hereby
      authorizes the Bank to debit Borrower’s deposit account
      #_______________________________________ with the Bank automatically for any
      amount which becomes due under this Note.

    


    Acknowledgment.
      Borrower
      acknowledges that it has read and understands all the provisions of this Note,
      including the Governing
      Law, Jurisdiction
      and
Waiver
      of Jury Trial,
      and has
      been advised by counsel as necessary or appropriate.

    


    


    
      	
              TAX ID/SS

            	
              # 16-0397420

            	 	
              CORNING NATURAL GAS CORPORATION

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
              By:

            	
              /s/
                Michael I. German

            
	 	 	 	
              Name:
                Michael I. German

            
	 	 	 	
              Title:
                President

            


    

    


     

    
      	 
	
              Signature
                of Witness

            
	 
	
              Typed
                Name of Witness

            


    

    


    ACKNOWLEDGMENT

    


    
      	
              STATE OF NEW YORK

            	
              )

            	 
	 	 	
              :SS.

            
	
              COUNTY OF BROOME

            	
              )

            	 


    

    


    On
      __________ day of May, in the year 2008, before me, the undersigned, a Notary
      Public in and for said State, personally appeared MICHAEL
      I. GERMAN,
      personally known to me or proved to me on the basis of satisfactory evidence
      to
      be the individual(s) whose name(s) is (are) subscribed to the within instrument
      and acknowledged to me that he/she/they executed the same in his/her/their
      capacity(ies), and that by his/her/their signature(s) on the instrument, the
      individual(s), or the person upon behalf of which the individual(s) acted,
      executed the instrument.

    


    
      	 
	
              Notary
                Public

            


    

    


    
      
        

      

    

    FOR
      BANK
      USE ONLY

    


    
      	
              Authorization Confirmed: 

            	 
	
              Product Code: 22660

            	 
	
              Disbursement of Funds:

            	 


    

     

    
      	
              Credit A/C

            	 	
              # 

            	 	 	
              Off Ck

            	 	
              # 

            	 	 	
              Payoff Obligation

            	 	
              # 

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
              $ 

            	 	 	 	 	$	 	 	
               

            	 	$	 


    

    
      

        ©Manufacturers
          and Traders Trust Company, 2005