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gas requirements from Seller under the terms and conditions of this Agreement, and Buyer shall berequired to reject said third party bid. Notwithstanding anything hereinabove contained to thecontrary, Buyer and Seller will come to mutual agreement on any Delivered Price reduction, ifduring the term of this Agreement, Buyer is unable to recover any portion of the Delivered Pricefrom its customers.**RIGHT OF LAST REFUSAL** At the completion of the Term of this Agreement, Buyer agrees togrant to Seller the right of last refusal to match any bona fide written offer received by Buyerfrom another supplier to supply the volumes of gas hereunder upon the same terms as offered by suchother supplier. Buyer shall forward to Seller a copy of such bona fide offer together with allparticulars relating thereto. In the event Seller determines to meet such bona fide offer withinfifteen (15) days of receipt of such other offer from Buyer, Buyer’s cancellation of this Agreementshall be deemed ineffective and this Agreement shall continue in full force and effect, subject tothe revised terms set forth in the third party bona fide offer accepted by the Seller.ARTICLE 6**BILLING AND PAYMENT** Seller shall invoice Buyer for gas delivered pursuant to this Agreementevery thirty (30) days. Buyer shall pay the amounts invoiced within ten (10) days of the invoicedate. Seller’s invoice statement shall report the total volumes of gas sold and delivered to Buyerduring the period covered.A finance charge of one and one-half percent (1 1/2%) per month shall be due and payable on allinvoices that are not paid within fifteen (15) days of the invoice date. The quantities invoicedby Seller will be based on the quantities delivered by Seller or Seller’s agent and measure at theDelivery Point. In the event the actual quantities delivered to Buyer are unavailable, theestimated volumes of gas tendered for delivery by Seller to Buyer shall be invoiced to Buyer. Anyappropriate adjustment shall be made in the following billing period. In addition, Seller shallhave the option to discontinue delivering gas to Buyer if payment is not received within thirty(30) days of the invoice date.ARTICLE 7**QUALITY AND MEASUREMENT** Seller warrants that gas tendered by Seller shall be delivered attemperatures, pressures, and other conditions acceptable for transportation by Buyer. Measurementof the gas shall be in accordance with the policies and conditions of Buyer. The measurement ofgas by meter at the Delivery Point is conclusive on the Buyer and Seller, except when the meter isfound to be defective or ceases to register. In the latter event, while the meter is determined tobe inoperable, the gas delivered shall be estimated by use of any other appropriate meter(s) or bythe amount delivered by the said meter during a previous corresponding period under similarconditions. In the event either party questions the accuracy of the meter, the Seller shall havethe meter removed, sealed, tested and repaired. The cost of testing and repairing the meter shallbe borne by the party challenging the accuracy of the same if the meter on test proves to becorrect, or within three percent (3%) fast or slow, otherwise the cost of testing and repairing themeter shall be borne by the Seller.ARTICLE 8**WARRANTY OF TITLE AND TAXES** Seller warrants title to all gas delivered by it and warrantsthat such gas is free from all liens and adverse claims. Seller shall indemnify and save Buyerharmless against all suits, debts, damages, costs and expenses arising from adverse claims to thegas delivered by it or taxes, payments or other charges thereon applicable before title to such gashas passed to Buyer at the Delivery Point. Buyer shall pay, or cause to be paid, all taxes,assessments, charges or fees imposed by governmental authorities, (including without limitation,all applicable state sales and use taxes), whether levied upon or assessed against Seller or Buyer,with respect to gas sold and delivered hereunder after title has passed to Buyer at the DeliveryPoint. Buyer’s obligation to pay such taxes, assessments, charges or fees so imposed shall surviveany termination of this Agreement. Upon request, Buyer shall execute and deliver to Seller suchforms, certificates, or other documents as Seller requires to determine the applicability of anysuch tax, assessment, charge or fee to the sale and use of the gas delivered hereunder.ARTICLE 9**GOVERNING LAW**The interpretation and performance of this Agreement shall be in accordancewith the laws of the State of Ohio.ARTICLE 10**REGULATORY BODIES** This Agreement shall be subject to all the rules and regulations of anyduly constituted Federal or State regulatory body having jurisdiction hereunder.ARTICLE 11**FORCE MAJEURE** If either Buyer or Seller is rendered unable, for a period not more than 30days, wholly or in part, by force majeure to perform its obligations under this Agreement, otherthan the obligation to make payments then or thereafter due, it is agreed that performance of therespective obligations of the parties hereto to deliver and receive gas, so far as they areaffected by such force majeure, shall be suspended from the inception of any such inability untilit is corrected but for no longer as practicable after the occurrence of the force majeure. Theparty claiming such inability shall give notice thereof to the other party as soon as practicableafter the occurrence of the force majeure. If such notice is first given by telephonecommunication, it shall be confirmed promptly in writing giving full particulars. The partyclaiming such inability shall promptly correct such inability to the extent it shall be correctedthrough the exercise of reasonable diligence. Force majeure as used herein shall mean acts of god,vandalism, wars, civil unrest, rebellion, blockades, strikes, lightning fires, floods, explosions,hurricanes, breakage of machinery or pipelines, failure or freezing of wells or pipelines,
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availability of gas supply, failure of third party pipelines to transport gas hereunder, permanentplant closing and other causes not within the control of the party claiming a force majeuresituation. If at some future date there is a change in any law, rule or regulation, and by suchchange, governmental certificate or authorization is required, or Seller is prevented, prohibitedor frustrated from carrying out the terms of this Agreement in the manner contemplated hereunder,then this Agreement, at the sole discretion of Seller, shall be canceled.ARTICLE 12**NOTICES** Whenever, under the terms of this Agreement, any notice, invoice, or payment isrequired or permitted to be given by one party to the other, it shall be given in writing and shallbe deemed to have been sufficiently given for all purposes hereof if sent by U.S. mail, postageprepaid, to the parties at the addresses set forth below:       SELLER: JOHN D. OIL & GAS MARKETING CO., LLC3511 Lost Nation RoadWilloughby, OH 44094Phone: 440 255-1945; Fax: 440 255-1985       BUYER: NORTHEAST OHIO NATURAL GAS CORP.8500 Station Street, Suite 100Mentor, OH 44060ARTICLE 13**ASSIGNMENT** All of the covenants, conditions and obligations of this Agreement shall extendto and be binding upon the heirs, personal representatives, successors and assigns respectively ofthe parties hereto, provided, however, that this Agreement shall not be assigned by either partywithout the written consent of the other party, which consent shall not be unreasonably withheld.Notwithstanding the foregoing, no consent shall be required if either party assigns this Agreementto an affiliated entity. For purposes of this Agreement, an affiliated entity shall mean anyentity or person that, directly or indirectly, through one or more intermediaries, controls, iscontrolled by, or is under common control with, such first entity or person. In addition, Buyershall not be permitted to withhold its consent if Seller assigns this Agreement to an entity or aperson which, at the time of such assignment, has been engaged in the business of acquiring naturalgas supplies for resale.ARTICLE 14**CREDIT REQUIREMENTS** Buyer and Seller agree that Buyer’s compliance with Seller’s creditpolicies and requirements shall be condition precedent to Seller’s obligation to deliver naturalgas under this Agreement. Furthermore, if the financial status of Buyer becomes unsatisfactory,Buyer upon demand of Seller shall give satisfactory security. Buyer’s failure to abide by theprovisions of this Article 14 shall be considered a breach hereof and, in such event, payment forall natural delivered hereunder shall be immediately due and owing and shall be paid immediatelyand Seller shall without waiving any rights or remedies it shall have, withhold further deliveriesuntil such payment or security is received.ARTICLE 15**SURVIVAL OBLIGATIONS** The obligations of Buyer to make payment for gas received hereundershall survive the termination or cancellation of this Agreement. The obligations of Seller toindemnify Buyer pursuant to Article 8 (“Warranty of Title and Taxes”) and for Buyer to pay for anytaxes imposed on the gas shall survive the termination or cancellation of this Agreement. If anyprovision in this Agreement is determined to be invalid, void, or unenforceable by any court havingjurisdiction, then such determination shall not invalidate, void, or make unenforceable any otherprovision, agreement, or covenant in this Agreement. No waiver of any breach of this Agreementshall be held to be a waiver of any other or subsequent breach. All remedies afforded in thisAgreement shall be taken and construed as cumulative, that is, in addition to every other remedyprovided therein or by law.ARTICLE 16**COMPLETE AGREEMENT** This Agreement represents the complete and entire understanding betweenthe parties, superceding any prior agreements, respecting the subject matter of this transaction.The parties hereto declare that there are no promises, representations, conditions, warranties,other agreements, expressed or implied, oral or written, made or relied upon by either party,except those herein contained.**IN WITNESS WHEREOF,**the parties, or their authorized agents, hereto have caused this Agreement tobe executed the day and year above written.           WITNESSES:   SELLER:**JOHN D. OIL & GAS MARKETING CO., LLC**               BY /s/ Richard M. Osborne                     BY Richard M. Osborne                   ITS Managing Member    
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           WITNESSES   BUYER:**NORTHEAST OHIO NATURAL GAS CORP.**               BY /s/ Martin K. Whelan                     BY Martin K. Whelan                   ITS VP                          WITNESSES:   **ORWELL NATURAL GAS COMPANY**               BY /s/ Thomas J. Smith                    BY Thomas J. Smith                   ITS  President               WITNESSES:   **BRAINARD GAS CORP.**               BY /s/ Thomas J. Smith                    BY Thomas J. Smith                   ITS President    
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**EXHIBIT “A”**The price to be paid by NEO to Seller for natural gas delivered to NEO at the Delivery Pointduring the Term shall be the greater of (a) Seller’s cost to deliver the gas to the Delivery Pointplus Ten Cents ($0.10) per Thousand Cubic Feet (“Mcf”) plus any applicable taxes, or (b) the“Delivered Price” per Mcf set forth in the chart below, plus any applicable taxes. The greater of(a) or (b) above shall be referred to in the Agreement as the “Delivered Price”.           **Contract Term**  **Location** **Effective** **Expiration** **Rollover** **Delivered Price**GE (Petroxl wells) 05/01/06 04/30/07 Mo. to Mo. NYNEX + $0.50Polin Hatmaker 03/14/06 03/13/07 Mo. to Mo. NYNEX + $0.50Ponderosa wells 03/20/06 03/19/07 Mo. to Mo. NYNEX + $0.50West Wooster (Smail wells) 07/18/05 06/30/07 Mo. to Mo. $9.800Mormack Orrville 01/01/07 12/31/09 Yr. to Yr. N+$0.60 sum, +$0.65 winHutton Wooster 02/01/07 01/31/10   NYNEX + $1.00Hutton Orrville 02/01/07 01/31/10   N+$0.60 sum, $0.65 winBands Orrville 6/1/2007 5/31/2010 Mo. to Mo. N + $0.60 s, $0.65 w/98Broad Street-Orrville 8/1/2007 7/31/2012 Mo. to Mo. N + $0.60 s, N + $0.65 wPheasants Rd.(Wooster) 6/1/2007 5/31/2012 Mo. to Mo. N + $0.60 s, N + $0.67 wOrrville System 5/1/2007 4/30/2010 Mo. to Mo. NYMEX + $0.80Cobra North Trumbull 2/6/2008 1/31/2009 Mo. to Mo. N + $1.20 x 1.0377Cobra Holmesville 2/6/2008 1/31/2009 Mo. to Mo. N + $1.00 x 1.0377Cobra Churchtown 2/6/2008 1/31/2009 Mo. to Mo. N + $1.05 x 1.0377Equity Oil and Gas (Fryburg) 9/1/2007 8/1/2008 Mo. to Mo. N + $0.75
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**EXHIBIT “B”**The price to be paid by ONG Buyer to Seller for natural gas delivered to ONG at the DeliveryPoint during the Term shall be the greater of (a) NYMEX plus seventy-five cents ($.75) perThousand Cubic Feet (“Mcf”) plus any applicable taxes or (b) Seller’s cost to deliver the gas tothe Delivery Point plus Ten Cents ($0.10) per Thousand Cubic Feet (“Mcf”), plus any applicabletaxes. The greater of (a) or (b) above shall be referred to in the Agreement as the “DeliveredPrice”.
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**EXHIBIT “C”**The price to be paid by BGC to Seller for natural gas delivered to BGC at the Delivery Pointduring the Term shall be the greater of (a) NYMEX plus seventy-five cents ($0.75) per ThousandCubic Feet (“Mcf”) plus any applicable taxes or (b) Seller’s cost to deliver the gas to theDelivery Point plus Ten Cents ($.10) per Thousand Cubic Feet (“Mcf”), plus any applicable taxes.The greater of (a) or (b) above shall be referred to in the Agreement as the “Delivered Price”.
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