Exhibit
      10.2

    


    OPERATING
      CONTRACT

    


    This
      Operating Contract entered into this  ______________7th ____day
      of
      October, 2008 by and between:

    

      
        	
                Operator:

              	
                John
                  D. Oil and Gas Company

              
	
                Address:

              	
                8500
                  Station St. Suite 345, Mentor, OH 44060

              
	
                Owner:

              	
                Lucky
                  Brothers, LLC

              
	
                Address:

              	
                7670
                  Tyler Blvd., Mentor, Ohio 44060

              
	
                Contractor:

              	
                Great
                  Plains Exploration, LLC

              
	
                Address:

              	
                8500
                  Station St. Suite 113, Mentor, 01I
                  44060

              


      

    

    


    In
      consideration of mutual promises and agreements herein contained, OWNER engages
      OPERATOR as an independent contractor to operate the hereinafter designated
      well
      in conformity herewith.

    


    
      	A.	
              NAME
                AND LOCATION OF WELL Alpha Plaza Investments, Ltd. Property-Highland
                Heights, Ohio

            


    

    


    
      	B.	
              OBLIGATIONS
                OF CONTRACTOR

            


    

    


    
      	
            	1.	
              To
                engage a qualified contractor to drill the well on terms and
                conditions which are approved by
                Owner.

            


    

    


    
      	
            	2.	
              To
                thereafter do and perform any and all things necessary or
                incidental to the proper operation of the
                well.

            


    

    


    
      	
            	3.	
              To
                comply with all rules and regulations of the State of Ohio and
                other agencies having jurisdiction.

            


    

    


    
      	
            	4.	
              To
                furnish, by telephone call, a detailed daily drilling report
                to
                OWNER'S office at 440-255-6325
                before 11:00 AM.

            


    

    


    
      	
            	5.	
              To
                provide OWNER with monthly reports concerning the operation
                of the well on or before the twentieth (20t")
                day of each
                month for the previous month.

            


    

    


    
      
        	
              	6	
                To
                  notify
                  local inspector for the Ohio Department of Natural Resources,
                  Division of Mineral Resources Management, when
                  needed.

              


      

    

    


    
      
        	
              	7.	
                To
                  carry
                  at all times during the term of this Agreement at
                  OPERATOR'S expense, insurance of the type and in minimum amounts
                  as
                  follows.

              


      

    

    


    
      
        	
              	A.	
                Statutory
                  workers' compensation and employer's liability
                  insurance covering all of the contractor's
                  employees.

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                	B.	
                  Comprehensive
                    general liability insurance with limits of $5,000,000 per occurrence
                    for
                    death or bodily injury or property damage, naming as additional
                    insureds
                    OWNER and Alpha Plaza Investments,
                    Ltd.

                


        

      

    

    


    
      	
            	C.	
              Automobile
                liability insurance with limits of $1,000,000 per occurrence combined
                limit for bodily injury and property
                damage.

            


    

    


    
      	
            	D.	
              OPERATOR
                agrees to provide OWNER and Alpha Plaza Investments, Ltd. with a
                certificate of insurance evidencing coverage's upon request by the
                OWNER
                or Alpha Plaza Investments, Ltd.

            


    

    


    
      	
            	E.	
              CONTRACTOR
                shall indemnify, defend and save harmless Operator,
                Lucky Brothers, LLC, and Alpha Plaza Investments,
                Ltd. in connection with any and all claims for injury to or damage
                of personal property and for injury or death to personsoccasioned
                by the acts of CONTRACTOR, CONTRACTOR'S employees, agents, and
                servants.

            


    

    


    
      	
            	8.	
              OPERATOR
                agrees to pay all claims for labor, material, services, and supplies
                furnished by OPERATOR hereunder and agrees to allow no lien or charge
                to
                be fixed upon the lease, the well(s), the land on which the well(s)
                is/are
                to be drilled, or other property of OWNER. OPERATOR agrees to indemnify,
                protect and save OWNER harmless from and against all such claims
                and
                liens.

            


    

    


    
      	
            	9.	
              OPERATOR
                shall be an independent contractor with respect to performanceof
                all work hereunder and neither OPERATOR nor anyone employed by OWNER
                shall
                be deemed for any purpose to be the employee, agent, servant, or
                representative of the OWNER in the performance of any work or service
                or
                any part thereof in any manner dealt with hereunder, OPERATOR shall
                have
                no direction or control of OPERATOR of its employees and agents except
                in
                the results to be obtained. Work contemplated herein shall meet the
                approval of OWNER
                and shall be subject to the general right of inspection provided
                for the
                operator to secure the satisfactory completion
                thereof.

            


    

    


    OPERATOR
      agrees not to sublet or assign any of the work required hereunder, except for
      the work normally performed by subcontractors, without the express written
      consent of OWNER.

     

    In
      the
      event of the failure or inability of OPERATOR to perform any
      of its
      obligations hereunder in a timely manner, OWNER shall have all rights remedies
      provided by law, including without limitation the right to immediately terminate
      this agreement.

    


    
      
        	
              	C.	
                OBLIGATIONS
                  OF OWNER:

              


      

    

    


    
      
        	
              	1.	
                To
                  insure that OPERATOR has access at all times to the well and to
                  all of the
                  equipment associated
                  therewith.

              


      

    

    


    
      To
        reimburse
        OPERATOR for all expenses incurred in connection
        with the
        performance of OPERATOR'S duties hereunder.

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
            	D.	
              OBLIGATIONS
                OF OPERATOR:

            


    

    


    
      
        
          	
                	1.	
                  Comply
                    with all obligations of OWNER under and pursuant to OWNER'S lease
                    with
                    Alpha Plaza Investments, Ltd. and with OPERATOR'S other obligations
                    hereunder.

                


        

      

    

    


    
      	
            	2.	
              UNDERGROUND
                DAMAGE: OPERATOR agrees to defend and indemnify OWNER for any and
                all
                claims against OWNER resulting from operations under this Agreement
                on
                account of injury to, destruction of or loss or impairment of any
                property
                right in or to oil, gas or other mineral substance or water, if at
                the
                time of the act or omission causing such injury, destruction, loss,
                or
                impairment, said substance had not been reduced to physical possession
                above the surface of the earth, and for any loss or damage to any
                formation, strata, or reservoir beneath the surface of the
                earth.

            


    

    


    
      	
            	3.	
              JURISDICTION
                AND VENUE: This Agreement shall be governed in all respects by law
                of the
                State of Ohio, without regard to conflict of laws or provisions thereof
                Any action filed by either party as a result of a dispute resulting
                from
                this Agreement shall only be filed in the Common Pleas Court of Lake
                County, Ohio, or in the United States District Court for the Northern
                District of Ohio, Eastern Division it being expressly agreed by the
                parties that said forums shall have exclusive and sole jurisdiction
                and
                venue to hear disputes between the parties arising out of this
                Agreement.

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have set their signatures and executed
      this
      instrument as of the date and year first above written.

    


    
      	
              OWNER:

            	
              OPERATOR:

            
	
              LUCKY
                BROTHERS, LLC

            	
              JOHN
                D. OIL AND GAS

            
	 	
              COMPANY

            
	 	
              BY:
                /GREGORY J. OSBORNE/

            
	 	
              PRESIDENT

            
	
              BY:
                ALPHA ACQUISITION, LLC

            	 
	
              Co-Managing
                Member

            	 
	 	 
	
              BY:
                /LANCE F. OSBORNE/

            	 
	
              Authorized
                Member

            	 
	 	 
	
              BY:
                JOHN D OIL AND GAS COMPANY

            	 
	
              Co-Managing
                Member

            	 
	 	 
	
              BY:
                /GREGORY J. OSBORNE, PRESIDENT

            	 


    


    
      
        
        

      

      
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