ORWELL-TRUMBULL PIPELINE CO., LLC
OPERATIONS AGREEMENT
 st
 RECITALS
    1.
    
    TERM
 1.1
    
    This Agreement shall be effective January 1, 2006, and shall continue
in full force and effect terminating on December 31, 2006, and shall continue from
year to year thereafter, unless cancelled by either party upon thirty (30) days
written notice.
 2.
    
    OPERATING PAYMENT
 2.1
    
    Owner shall pay to Operator a monthly operating payment for operation of
the Facilities in an amount as set forth below:
 A)
    
    A Base Operating Charge per month of: $2,500.00B)
    
    Additional monthly charges pursuant to Exhibit BC)
    
    Any actual third party cost incurred by Operator during the
previous months operation of the Facilities pursuant to Section 3.3 of
this agreement.
 2.2
    
    All operating payments shall be due and payable within 30 days of
Owners receipt of Operators invoice for charges under 2.1 above.
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2.3
    
    To the extent Owner fails to make payments by such date, the operating
payments due and payable shall be increased by one percent (1%) of the unpaid
balance due each month.
 3.
    
    OPERATING AND MAINTENANCE DUTIES AND EXPENSES
 3.1
    
    Operator will provide an Operations and Maintenance Plan (hereinafter
referred to as the O&M Plan) and will perform those duties and
responsibilities as set forth in Exhibit B, attached hereto and made a part
of this Agreement. It is understood that Operator may elect to subcontract
with others for operations, maintenance and repair services; provided that
in such event, Owner shall have the right to approve any subcontractor
who will be providing significant services. In the event of a subcontract,
Operator still remains responsible to Owner for said services.3.2
    
    For those duties to be performed in Exhibit B, Operator shall inspect,
survey and maintain the Facilities in a manner consistent with the O&M
Plan and good natural gas industry practices and in compliance with all
state and federal pipeline safety codes.3.3
    
    Owner shall be responsible to pay for all other necessary maintenance and
repairs during the term of the Agreement, except for cost incurred due to
Operators negligence. Operator shall not conduct any activity on behalf
of Owner on the Facilities in excess of $2,500 per item per instance, nor in
excess of an aggregate of $5,000 per month, without obtaining the prior
consent of Owner; provided, however, that in the case of explosion, fire,
flood or other sudden emergency, whether of the same or different nature,
Operator may take such steps and incur such expenses as in its opinion are
required to deal with the emergency and to safeguard life and property, but
Operator shall, as promptly as possible, report such emergency and such
expenses to Owner.
 4.
    
    USE OF PROPERTY
 4.1
    
    Operator shall operate the Facilities in a careful and proper manner and
shall not permit the Facilities to be operated or used in violation of any
applicable federal, state or local statute, law, ordinance, rule or regulation
relating to the possession, use or maintenance of such property. Operator
agrees to reimburse Owner in full for all damage to the Facilities arising
from any misuse or negligent act by Operator, its employees, and its agents.4.2
    
    Owner will indemnify and hold the Operator harmless against any and all
claims for damages or losses arising out of the performance or non-performance by the Owner, its employees, or its agents, of Owners
obligations. Operator will indemnify and hold the Owner harmless against
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any and all claims for damages or losses arising from the operation of the
Facilities by the Operator, its employees, or its agents.4.3
    
    Owner, at its discretion, shall have the right to enter upon and inspect the
Facilities and audit any records of Operator having any relationship to the
operations, maintenance or payments provided for in this Agreement.4.4
    
    Prior to Operator commencing any modification or alteration to the
Facilities, other than in an emergency, Operator shall first secure Owners
specific written consent thereof and supply Owner with such information
regarding such proposed actions as Owner may reasonably request.
Owner, at its sole discretion, may withhold its consent to any such
modifications or alterations unless such modifications or alterations are
required for safety or to comply with lawful orders of a court or
governmental regulatory agency.4.5
    
    Operator shall pay and settle all expenses arising out of or in any way
connected to the operation and maintenance of the Facilities and shall
keep the Facilities free and clear or all liens and encumbrances. All such
reasonable expenses so incurred by Operator shall be reimbursed by
Owner.
 5.
    

    TAXES AND OTHER CHARGES.
 5.1
    
    Owner shall be responsible for and pay any and all personal property
and real property taxes imposed upon the Facilities.
 6.
    
 INSURANCE
 6.1
    
    Operator shall procure and cause to remain in effect insurance coverage
for the services to be performed as Operator, meeting the following minimum specifications:
 A)
    
    Workers Compensation insurance in full compliance with
the laws of the State of Ohio;B)
    
    General liability insurance, as to bodily injury and
property damage combined, with limits of not less that $2,000,000 per
occurrence and Excess Liability Insurance subject to a $4,000,000 annual
aggregate limit; which specifically names Lessor as an additional insured.C)
    
    Automobile liability insurance as to bodily injury and property
damage combined, of not less that $1,000,000 per accident, which
specifically names Lessor as an additional insured.
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7.
    
    LIABILITY FOR LOSS, DAMAGE OR INJURY
 7.1
    
    If the Facilities are damaged or destroyed, or if any person is injured or
dies, or if any property is damaged as a result of the operation or
maintenance of the Facilities, Operator shall promptly notify Owner of the
occurrence, and shall file all necessary accident reports or property
damage reports, including those required by law and those required by
interested insurance companies.7.2
    
    In the event an action shall occur due to the negligence of Operator,
Operator shall protect, defend, indemnify and hold Owner harmless
against any and all losses, claims, damages, liabilities, costs or expenses,
arising out of or resulting from any damage to property or any injury to or
death of any person to which Owner may become subject, including,
without limitation, amounts paid in settlement of any claim or litigation,
commenced or threatened, reasonable attorneys fees, expert witness fees
and other costs and expenses incidental thereto, that be occasioned by any
cause whatsoever, pertaining to Operators operation, maintenance and/or
control of the Facilities. Owner reserves the right to participate in any and
all proceedings, at Owners own cost and expense, relative to this
Paragraph 7.2 if Operator deems its participation necessary to protect its
interest relative to the Facilities or this Agreement. Operator shall
promptly deliver to Owner any and all papers, notices and documents
served on or delivered to Operator or their employees and agents in
conjunction with any claim, suit, action or proceeding commenced to
threatened against Operator, Owner or both Operator and Owner jointly
concerning the Facilities or its operation.7.3
    
    Except as provided for in Paragraph 7.2 above, Owner shall protect,
defend, indemnify and hold Operator harmless against any and all losses,
claims, damages, liabilities, costs or expenses arising out of or resulting
from any damage to property or any injury to or death of any person to
which Owner may become subject, including, without limitation, amounts
paid in settlement of any claim or litigation, commenced or threatened,
reasonable attorneys fees, expert witness fees and other costs and
expenses incidental thereto, pertaining to Operators operation,
maintenance and or control of the Facilities. Operator reserves the right to
participate in any and all proceedings, at Operators own cost and expense,
relative to this Paragraph 7.3 if Operator deems its participation necessary
to protect its interest relative to the Facilities or this Agreement. Owner
shall promptly deliver to Operator any and all papers, notices and
documents served on of delivered to Owner or its employees and agents in
conjunction with any claim, suit, action or proceeding commenced or
threatened against Operator, Owner or both Operator and Owner jointly
concerning the Facilities or its operation.
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8.
    
    ASSIGNMENT
 8.1
    
    Operator may not assign this Agreement or any rights hereunder without the
prior written consent of Owner.
 9.
    
    DEFAULT AND RIGHT TO TERMINATE
 9.1
    
    Owner, at its option, may, by written notice to Operator, declare Operator
in default on the occurrence of any of the following: (1) failure of the
Operator to perform any of its obligations under this Agreement,
including, without limitation, failure to properly operate and maintain the
Facilities; (2) institution by or against the Operator of any proceeding in
bankruptcy or insolvency, or the reorganization of the Operator under any
law, or the appointment of a receiver or trustee for the property of the Operator,
or any assignment by the Operator of the benefit of creditors; (3) involuntary
transfer of the Operators interest in the Agreement by operation of law.9.2
    
    Notwithstanding any other provision contained herein, Owner shall also
have the right to terminate this Agreement by sixty (60) days written
notice if Owner determines after a diligent review that any of the
following events occur:
 A)
    
    A regulatory authority conducts or holds a proceeding for the
purpose (in whole or part) of determining if any person or entity,
other than Operator is a public utility or is otherwise subject to the
jurisdiction of such authority as a result of the ownership of the
Facilities, orB)
    
    Any regulatory body exercises jurisdiction over the
Facilities in a
manner where there is a substantial or material change in the rights, responsibilities and duties of Operator or Owner, or its
affiliates.C)
    
    The Operator, Operators parent corporation or its
stockholders
enter into one or more agreements to dispose of all or substantially
all of the assets or 50% or more of the outstanding capital stock of
either of the Operator or Operators parent corporation, by means
of a sale, (whether as a result of a tender offer or otherwise),
merger, reorganization, or liquidation in one or a series of related
transactions; or in the event there is a change in control of
Operators parent.
 9.3
    
    In the event Operator has not cured or reasonably commenced to cure
(as determined by Owner) any default specified in Section 9.1 within sixty (60) days
written notice given by Owner to Operator of such default,
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Owner may terminate the Agreement and Operators rights under the Agreement, and
shall have the right to take possession and operation of the Facilities and for that
purpose to enter upon any premises where the property is located without being
liable in any suit, action, defense, or other proceedings to Operator.9.4
    
    The remedies of Owner shall be cumulative to the extent permitted by law,
and may be exercised partially, concurrently or separately. The exercise
of one remedy shall not be deemed to preclude the exercise of any other
remedy.9.5
    
    No failure on the part of Owner to exercise any remedy or right and no
delay in the exercise of any remedy or right shall operate as a waiver. No single or
partial exercise by Owner of any remedy or right shall prelude any other or future
exercise of that remedy or right or the exercise of any other rights or remedies. No
forbearance by Owner to exercise any rights or privileges under this Agreement shall
be construed as a waiver, but all rights and privileges shall continue in effect as
if no forbearance had occurred.
 10.
    
    OPERATORS RIGHT TO TERMINATE
 10.1
    
    Operator at its option may, by sixty (60) days written notice to Owner,
terminate this Agreement in the event of institution by or against Owner of
any proceeding in bankruptcy or insolvency, or the reorganization of
Owner under any law, or the appointment of a receiver or trustee for the
property of Owner, or any assignment by Owner for the benefit of
creditors.10.2
    
    Operator at its option may, after giving sixty (60) days written notice,
terminate this Agreement in the event any regulatory body having
jurisdiction over Operator should by any action or inaction cause a
substantial or material change in the responsibilities and duties of either
party to this Agreement. Operators performances and obligations
pursuant to this Agreement shall also be excused by Owner at Operators
request if such performance and obligations, or the performance and
obligations under any agreements concerning service provided or to be
provided by Operator by means of the Facilities, are restricted, altered or
modified by regulatory, governmental or court action.10.3
    
    No failure on the part of Operator to exercise any remedy or right and no
delay in the exercise of any remedy or right shall operate as a waiver. No
single or partial exercise by Operator of any remedy or right
shall preclude the exercise of any other rights or remedies. No forbearance by Operator
to exercise any rights or privileges under this Agreement shall be
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construed as a waiver, but all rights and privileges shall continue in effect as if
no forbearance had occurred.
 11.
    
    RETURN OF PROPERTY
 11.1
    
    Upon the expiration of the term of this Agreement, or upon termination
under Sections 9 and 10 hereof, Operator shall transfer to Owner all records and files
or copies thereof, pertaining to the Facilities and its operation. If Operator fails
or refuses to return the Facilities and its records to Owner, Owner shall have the
right to take possession of the property and for that purpose to enter upon any
premises where the property is located without being liable in any suit, action,
defense or other proceedings to Operator. Upon expiration of the term of this
Agreement, or upon termination under Sections 9 and 10 hereof, Operator shall have the
right to remove and retain all equipment and facilities owned by Operator that have
been installed on the Facilities during the term of this Agreement. Upon expiration or
termination of this Agreement, Owner shall have the right to purchase any or all of
such equipment and facilities at a price equal to the fair market value less the
cost to remove said equipment and facilities.
 12.
    
    NOTICES
 12.1
    
    All notices required under this Agreement shall be given by
certified or registered mail with postage prepaid to the party to be notified and shall be
deemed given when mailed to the address specified below or, in the event of a
changed address, to the address specified by the party whose address is changed.ORWELL NATURAL GAS COMPANY
8500 Station Street, Suite 100 
Mentor, Ohio 44060 
Attention: PresidentORWELL-TRUMBULL PIPELINE CO., LLC.
8500 Station Street, Suite 113
Mentor, Ohio 44060 
Attention: President
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13.
    
    MISCELLANEOUS
 13.1
    
    All amendments to this Agreement must be in writing and signed by
both parties.13.2
    
    This Agreement and the exhibits attached hereto and incorporated herein
by reference, constitute the entire Agreement between Owner and
Operator. No agreements, representations or warranties other than those
specifically set forth in this Agreement shall be binding on any of the
parties unless set forth in writing and signed by both
parties.13.3
    
    This Agreement shall be deemed to be executed and delivered in the State
of Ohio and shall be interpreted under and governed by the laws of the State of Ohio.13.4
    
    If any provisions of this Agreement or the application of any provision to
any party or circumstance is held invalid or unenforceable, the remainder
of this Agreement and the application of the provision to the other parties
or circumstances shall remain valid and in full force and effect.
  ORWELL NATURAL GAS COMPANY
    
    
    
    ORWELL-TRUMBULL
PIPELINE CO., LLCBY:
    
    /s/ Stephen G. Rigo

Stephen G. Rigo, Executive Vice President
    
    
    
    BY:
    
    /s/ Thomas J. Smith

Thomas J. Smith, Secretary, Treasurer
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EXHIBIT A
  1.
    
    Mantua town border station/North Coast Gas Transmission interconnect2.
    
    Approximately 39 miles of 4 and 8 high pressure steel distribution pipelines located
in Portage, Geauga, and Lake Counties owned by Owner and known as the Little
Inch pipeline system.3.
    
    All receipt and delivery points along the Little Inch pipeline system.4.
    
    All pipeline equipment and appurtenances associated with the pipeline.
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Exhibit A
 ORWELL-TRUMBULL PIPELINE CO., LLC
 
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EXHIBIT B
 ORWELL-TRUMBULL PIPELINE CO., LLC
OPERATIONAL DUTIES
 1.
    
    Perform annual cathodic protection surveys*2.
    
    Perform bi-monthly rectifier inspections*3.
    
    Troubleshoot and repair cathodic protection deficiencies*4.
    
    Perform annual regulator/relief inspections*5.
    
    Rebuild regulators as required *6.
    
    Perform annual relief device inspections*7.
    
    Rebuild relief devices as required*8.
    
    Perform monthly odorant level testing*9.
    
    Maintain odorizer and refill with odorant*10.
    
    Inspect and maintain filter/separators*11.
    
    Perform accident/failure investigations if required*12.
    
    Provide and update written DOT compliant Drug Abuse Plan13.
    
    Perform DOT compliant pre-employment, random, due cause and post-accident drug
testing14.
    
    Provide and update written DOT compliant Alcohol Abuse Plan15.
    
    Perform DOT compliant due cause and post-accident alcohol tests16.
    
    Provide DOT compliant drug and alcohol EAP supervisor training17.
    
    Provide and update written DOT compliant Operator Qualification Plan18.
    
    Qualify personnel and maintain DOT compliant records for Operator Qualification
Plan19.
    
    Provide and update written DOT compliant Operations and
Maintenance (O&M) Plan20.
    
    Provide and update forms for O&M Plan21.
    
    Provide an Emergency Plan22.
    
    Provide Emergency Plan training23.
    
    Provide a continuing Public Education program24.
    
    Provide a continuing liaison with fire, police and other appropriate public officials25.
    
    Provide and update a DOT compliant Steel Pipeline Construction Manual26.
    
    Provide and update a DOT compliant Steel Welding Manual27.
    
    Report any Safety Related Conditions if required28.
    
    Provide MAOP design and verification29.
    
    Provide written DOT compliant Uprating Plan and uprating assistance if required30.
    
    Provide DOT compliant emergency response for pipeline31.
    
    Provide emergency repair assistance32.
    
    Provide engineering assistance and support as required33.
    
    Represent Owner during DOT/PUCO audits34.
    
    Audit any work performed by others for code compliance35.
    
    Perform leak surveys on pipeline*36.
    
    Perform pipeline patrols*37.
    
    Locate pipeline per OUPS requirements*
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38.
    
    Perform abandonment of facilities if required*39.
    
    Perform atmospheric corrosion inspections as required*40.
    
    Oversee right of way clearing*41.
    
    Oversee remedial painting of facilities*42.
    
    Provide PUCO construction reporting as required43.
    
    Provide continuing surveillance44.
    
    Install and repair RTUs*45.
    
    Troubleshoot RTU problems*46.
    
    Update RTU software*47.
    
    Provide annual class location survey*48.
    
    Provide annual key valve inspections*49.
    
    Monitor/repair/record leaks on the pipeline*50.
    
    Oversee/monitor/record any required pipeline pressure tests for DOT compliance51.
    
    Perform appropriate interval checks and monitoring of major facilities*52.
    
    Monitor volumes into pipeline to balance local/interstate supplies53.
    
    Make appropriate pressure/volume changes to accommodate supply requirements*54.
    
    Respond to any reports of leakage*55.
    
    Perform steel line inspections per O&M plan*56.
    
    Provide construction inspection*57.
    
    Submit annual RSPA F7100.2-1 reports58.
    
    Submit RSPA F7100.2 incident reports if required59.
    
    Submit pipeline mileage information to DOT for annual pipeline assessment60.
    
    Submit annual PUCO Important Additions report61.
    
    Submit annual PUCO Incident and Service Failure report62.
    
    Submit annual PUCO Emergency Telephone listings63.
    
    Submit throughput information to PUCO for annual pipeline assessment64.
    
    Maintain DOT compliant records for all pipeline construction, operations and
maintenance functions65.
    
    Keep Owner informed of any regulatory changes affecting pipeline safety66.
    
    Provide Owner with appropriate records/reports for all pipeline activities67.
    
    Perform all accounting functions for pipeline
 
    
    Calculate Rates  Bill Customers
    
    Cash Receipts  Track Accounts Receivable
    
    Accounts PayableCash Management
    
    General Ledger  Financial Statements
 68.
    
    Regulatory Reporting
 
    
    PUCO Annual Report
    
    Gross Receipts Tax Return
    
    Property Tax Return
 69.
    
    Perform T&E functions for make-up gas into system70.
    
    Gas nomination and balancing as required
 
 *
    
    indicates field time/material/third-party cost will be charged in addition to monthly fee
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