Exhibit
        10.1

      


      LUCKY
        BROTHERS, LLC

      Operating
        Agreement

      


      This
        Agreement is entered into and shall be effective as of the later of the date
        of
        execution hereof or the date on which Company’s Articles of Organization are
        filed with the Ohio Secretary of State by and among the persons executing
        this
        Agreement as Members, on the following terms and conditions.

      


      SECTION
        1

      


      DEFINITIONS

      


      For
        purposes of this Agreement, unless the context clearly indicates otherwise,
        (i)
        all of the capitalized words in this Agreement shall have the meanings set
        forth
        in the Appendix attached hereto and (ii) all non-capitalized words defined
        in
        the Act shall have the meanings set forth therein.

      


      SECTION
        2

      


      FORMATION

      


      2.1 Organization.
        The
        Members have authorized the formation of the Company as an Ohio Limited
        Liability Company pursuant to the provisions of the Act and have filed Articles
        of Organization with the Ohio Secretary of State.

      


      2.2 Agent.
        The
        Agent for service of process upon the Company is David J. Richards, Jr. whose
        address in the State of Ohio is 60 South Park Place, Painesville, Ohio 44077.
        The Members may, from time to time, change the Agent by filing appropriate
        documents with the Ohio Secretary of State. If the registered agent ceases
        to
        act as such for any reason the Members shall promptly designate a replacement
        Agent. The members shall promptly file with the Ohio Secretary of State the
        documents required by the Act with respect to any change of the registered
        Agent
        or his address. If the Members shall fail to designate a replacement registered
        agent or if the Members or the Agent fail to file the appropriate notice
        of a
        change of agent or his address, any Member may designate a replacement Agent
        or
        file a notice of change of agent or his address.

      


      2.3 Principal
        office.
        The
        principal office of the Company shall be located at 8500 Station Street,
        Mentor,
        Ohio44060.

      


      2.4 Purposes.
        The
        Company shall be formed to engage in any lawful act or activity.

      


      2.5 Title
        to Property.
        Title
        to all property contributed to or otherwise acquired by the Company shall
        be
        held in the name of the Company.

      


      2.6 Term.
        The
        Company shall exist from the date of filing of its Articles of Organization
        until December 31, 2099, unless earlier terminated pursuant to Section
        12.1
        hereof.

      


      SECTION
        3

      


      ACCOUNTING
        AND RECORDS

       

      3.1 Records
        to be Maintained.
        The
        Company shall maintain the following records at its principal
        office:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (a) A
        current
        list of the full names, in alphabetical order, and last known business or
        residence address of each Member;

      


      (b) Copies
        of
        the Articles, all amendments thereto, and executed copies of any powers of
        attorney pursuant to which the Articles or the amendments have been
        executed;

      


      (c) Copies
        of
        this Agreement, all amendments hereto, and executed copies of any powers
        of
        attorney pursuant to which this Agreement and such amendments have been
        executed;

      


      (d) Copies
        of
        the Company's federal, state, and local income tax returns and reports, for
        the
        three (3) most recent years;

      


      (e) Copies
        of
        any financial statements of the Company for the three (3) most recent
        years;

      


      (f) Any
        other
        agreements or documents required by the Act or this Agreement.

      


      3.2 Accounts.
        The
        Company shall maintain at its principal office appropriate books and records,
        kept in accordance with generally accepted accounting principles. Each Member
        shall have the right to inspect and copy any books and records of the Company
        during normal business hours.

      


      3.3 Annual
        Report.
        An
        annual report of the Company's operations shall be issued to the Members
        within
        ninety (90) days after the end of each Fiscal Year.


      
        
          
          

        

        
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      SECTION
        4

      


      MANAGEMENT

      


      4.1 Management.
        Control
        of the Company and all of its affairs shall be vested exclusively in the
        Managing Members. 

      


      4.2 Managing
        Members.

      


      (a) The
        Members shall from time to time by Unanimous Vote designate one or more Members
        to act as Managing Members of the Company. Any Member or group of Members
        serving as Managing Members hereunder at any time shall continue to serve
        in
        such capacity until removed by a Unanimous Vote. During any period when one
        or
        more Managing Members shall be designated and serving hereunder, such Managing
        Members acting unanimously shall have power, acting unanimously, to take
        any
        actions on behalf of the Company. 

      


      (b) The
        Members hereby designate John D. Oil & Gas Co. by either Gregory Osborne or
        Richard M. Osborne and Alpha Acquisition, LLC by either Lance F. Osborne
        or
        Michael E. Osborne as the Co-Managing Members hereunder.

      


      SECTION
        5

      


      MEMBERS

      


      5.1 Liability
        of Members.
        No
        Member shall be liable as such for the liabilities of the Company. The failure
        of the Company to observe any formalities or requirements relating to the
        exercise of its powers or management of its business or affairs under this
        Agreement or the Act shall not be grounds for imposing personal liability
        on the
        Members for liabilities of the Company.

      


      5.2 Representations
        and Warranties.
        Each
        Member hereby represents and warrants to each other Member that (a) the Member
        is acquiring the Units for the Member's own account as an investment and
        without
        an intent to distribute the Units, and (b) the Member acknowledges that the
        Units have not been registered under the Securities Act of 1933, as amended,
        or
        any state securities laws, and may not be resold or transferred by the Member
        without appropriate registration or the availability of an exemption from
        such
        requirements.

      


      5.3 Conflicts
        of Interest.

      


      (a) A
        Member
        shall be entitled to enter into transactions that may be considered to be
        competitive with the business of the Company. Neither the Company nor any
        Member
        shall have any right by virtue of this Agreement to share or participate
        in such
        other transactions.

       

      5.4 Meetings
        of Members.
        The
        Members shall meet annually on the 3rd Wednesday of November or at such other
        time as shall be determined by resolution of the Members, each year, for
        the
        purpose of transacting such business as may come before the meeting; provided,
        however, the failure to hold an annual meeting shall not be grounds for
        dissolution of the Company. Special meetings of the Members, for any purpose
        or
        purposes, may be called by any Member or Members holding at least thirty
        percent
        (30%) of the outstanding Units. The Members may designate any place, either
        within or outside the State of Ohio, as the place of any meeting of the Members.
        If no designation is made the place of meeting shall be the principal office
        of
        the Company. Members may participate in any annual or special meeting through
        the use of any means of communication by which all of the Members may
        simultaneously hear each other during the meeting. A Member participating
        in a
        meeting by this means is deemed to be present in person at the
        meeting.


      
        
          
          

        

        
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      5.5 Notice
        and Record Date of Meetings.
        Except
        as otherwise provided herein, written notice stating the place, day and hour
        of
        a meeting and the purpose or purposes for which the meeting is called shall
        be
        delivered at least ten (10) days before the date of the meeting, either
        personally or by mail, to each Member entitled to Vote at such meeting. If
        mailed, such notice shall be deemed to be delivered two calendar days after
        being deposited in the United States mail, addressed to the Member at his
        address as it appears on the books of the Company, with postage thereon prepaid.
        Members may waive prior notice by attending the meeting or by executing a
        written waiver of notice before or after the meeting. The date on which notice
        of the meeting is mailed shall be the record date for such determination
        of
        Members entitled to notice of or to Vote at any meeting of Members.

      


      5.6 Quorum.
        The
        Members owning at least Majority-in-Interest of the Units in the Company
        represented in person or by proxy, shall constitute a quorum at any meeting
        of
        Members.

      


      5.7 Voting.
        Except
        as otherwise herein provided, the Members shall have one Vote for each Unit
        owned by them with respect to all matters relating to the affairs of the
        Company.

      


      5.8 Withdrawal
        of Member.
        The
        Members covenant not to withdraw as a Member without the prior written consent
        of all of the other Members.

      


      5.9 Expulsion
        of a Member.
        A
        Member may be expelled from the Company upon a Majority Vote of the Members
        if
        such Member:

      


      (a) Fails
        to
        make a Capital Contribution by the due date specified herein and within thirty
        (30) days of notice of such failure; and

      


      (b) Breach
        of
        a material provision of this Agreement which breach is not cured within thirty
        (30) days of notice thereof.


      
        
          
          

        

        
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      SECTION
        6

      


      CONTRIBUTIONS
        AND COMMITMENTS

       

      6.1 Capital
        Contributions .
        Each
        Member has made Capital Contributions to the Company and the Company shall
        keep
        a record of the Capital Account of each Member. Ownership of the Company
        shall
        be in proportion to the Initial Capital Contributions of each Member and
        is as
        set forth on Exhibit
        "A"
        hereto.
        The Members shall cause Exhibit
        "A"
        to be
        revised and updated from time to time to reflect any change in the ownership
        of
        Company. Additional Capita Contributions shall be made by the Members as
        determined from time to time by the Managing Members in proportion to their
        respective percentages of ownership in Company. .

      


      6.2 Failure
        to Make Capital Contribution
        If any
        Member or Assignee (a "Delinquent Member") fails to make a Capital Contribution
        required to be made hereunder, within ten (10) days after the date such Capital
        Contribution was required to be made, then all other Members of the Company
        shall thereupon become obligated to make such Capital Contribution in proportion
        to their respective Units of ownership in the Company within thirty (30)
        days
        after written notice of such obligation from the Company. In such event,
        the
        Unit ownership of the Delinquent Member, and of all other Members of the
        Company, shall be adjusted as follows: the percentage interest of the Delinquent
        Member shall be equal to a fraction, the numerator of which shall be the
        total
        amount of all Capital Contributions and loans previously made by such Delinquent
        Member to the Company which have not been repaid by the Company, and the
        denominator of which shall be the total of all Capital Contributions and
        loans
        made by all Members to the Company which have not previously been repaid.
        The
        resulting number shall be the new percentage interest of the Delinquent Member
        in the Company (which shall be converted to Unit ownership by multiplying
        such
        percentage interest by the total number of Units then outstanding), and the
        Unit
        ownership of the other Members shall likewise be similarly adjusted. For
        purposes of this Section, the phrase "loans made by a Member to the Company"
        or
        words of similar effect shall include only loans advanced by Members directly
        to
        the Company, and shall not include any share of outside borrowings obtained
        by
        the Company. Notwithstanding anything to the contrary contained elsewhere
        in
        this Agreement, if the other Member or Members are unable or unwilling to
        contribute to the capital of the Company the amount which the Delinquent
        Member
        was to contribute to the Company, and if the Company is unable or unwilling
        to
        borrow such funds from any other source, then the Company shall forthwith
        be
        terminated and dissolved.

      


      6.3 Assignments
        by John D. Oil and Gas Company John
        D.
        Oil and Gas Company shall promptly following the execution hereof assign
        to
        Company: (i) all permits and licenses associated with the proposed oil and
        gas
        well to be drilled in Highland Heights, Ohio on lands owned by Alpha Plaza
        Investments, Ltd.; and (ii) its interest in and to all no surface occupancy
        oil
        and gas leases for lands which are to be unitized with the lands of Alpha
        Plaza
        Investments, Ltd.


      
        
          
          

        

        
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      SECTION
        7

      


      ALLOCATIONS
        AND DISTRIBUTIONS

      


      7.1 Allocations
        of Profits.
        Except
        as may be required by the Code or Section 1.704-l(b)(2)(iv)(f)(4) of the
        Regulations, all items of income and gain of the Company shall be allocated
        among the Members in accordance with their respective ownership of
        Units.

      


      7.2 Allocation
        of Losses.
        Except
        as may be required by the Code or Section 1.704-l(b)(2)(iv)(f)(4) of the
        Regulations, all items of loss, deduction and credit of the Company shall
        be
        allocated among the Members in accordance with their respective ownership
        of
        Units.

      


      7.3 Distributions.
        Distributions may be declared from time to time by a Majority Vote of the
        Members. Distributions in anticipation of a Dissolution Event or subsequent
        to a
        Dissolution Event shall be made as provided in Section
        12.2.
        All
        other Distributions shall be allocated in proportion to Unit
        Ownership.

      


      7.4 Allocations
        and Distributions to New Members and Assignees.
        If
        Units are transferred or if additional Units are issued to a new Member during
        any Fiscal Year, Profits and Losses, for the Fiscal Year shall be allocated
        to
        the Assignee or the new or Substitute Member in accordance with Section 706(d)
        of the Code, using any conventions permitted by law and selected by the other
        Members. All Distributions on or before the date of a Transfer shall be made
        to
        the transferor, and all Distributions thereafter shall be made to the
        transferee. If a Transfer does not comply with the provisions of Section
        9
        of this
        Agreement, then any Distributions shall be allocated to the Person who attempted
        to make the Transfer.

      


      SECTION
        8

      


      TAXES

      


      8.1 Method
        of Accounting For Tax Purposes.
        The
        records of the Company shall be maintained on the accrual method of accounting
        for federal income tax purposes.

      


      8.2 Tax
        Matters Members.
        John D.
        Oil and Gas Company shall
        be
        designated as the "tax matters member" of the Company pursuant to Section
        6231(a)(7) of the Code. John D. Oil and Gas Company  shall
        take such actions as are necessary to cause each other Member and Assignee
        to
        become a "notice partner" within the meaning of Section 6223 of the Code.
        John
        D. Oil and Gas Company  shall
        not
        take any action contemplated by Sections 6223 through 6229 of the Code without
        the approval of a Majority Vote of the Members.

      


      8.3 Section
        754 Election.
        Following the death of a Member, the Company agrees to make an election under
        Section 754 of the Code, upon request by the representative of such deceased
        Member.


      
        
          
          

        

        
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      SECTION
        9

      


      TRANSFER
        OF UNITS

      


      9.1 Limitation
        on Transfers
        Except
        as provided in this Agreement, no Member shall transfer all or any portion
        of
        his Units without the written consent of a majority of the non-transferring
        Members. Any purported transfer of a Member's Unit or portion thereof in
        violation of this Agreement shall be a nullity and shall vest no title or
        right
        in the purported transferee.

      


      9.2 Permitted
        Transfers.
        A
        Member may voluntarily transfer, at the death, dissolution, liquidation,
        or
        during the existence or lifetime of such Member, all or a portion of such
        Member's Unit without the consent of a majority of the non-transferring Members
        if such transfer is made to an Affiliate or another Member (a "Permitted
        Transferee"); provided, however, that such transfer shall not impair, diminish
        or extinguish any of the duties, obligations or covenants herein of such
        transferor Member to the Members or the Company, and thereafter, such Permitted
        Transferee shall be admitted as a Member and shall be bound by all the terms
        of
        this Agreement. Any transfer made pursuant to this Section
        9.2
        shall be
        made only in such manner as to provide control of any membership interests
        in
        any minor or other legally incompetent person.

      


      9.3
         Transfer
        of Units to Other than Permitted Transferees.

      


      (a)
        If a
        Member shall desire voluntarily to transfer all or portion of his Units to
        a
        person other than a Permitted Transferee, and shall not at that time have
        received a bona-fide offer for the purchase of his Units or portion thereof,
        he
        shall first offer, in writing, to sell such Units or portion thereof, for
        a
        period of thirty (30) days, to each of the other Members, and the other Members
        shall have the right but not the obligation to purchase such Units or portion
        thereof, in the same proportion as the Units held by all Members, excluding
        the
        Member desiring the transfer (or in such other proportion as may be agreed
        upon
        by all Members entitled to purchase such Units or portion thereof). Should
        any
        Member decline such offer, his prorata portion of the Units or portion thereof
        being offered shall be available for purchase by the other Members, prorata,
        on
        the same basis as though such declining Member or Members was not a Member
        at
        the time of such offer. The price and terms for any Units purchased under
        the
        provisions of this Section
        9.3(a)
        shall be
        as agreed upon and negotiated between the Member desiring the transfer and
        the
        purchasing Members. If all or any part of the Units or portion thereof so
        offered for sale is not accepted within the periods of time above prescribed,
        the Member desiring the transfer may proceed to obtain a written offer from
        a
        third party for the sale of his Units or portion thereof, which offer shall
        be
        subject to the provisions of Section
        9.3(b)
        below.

      


      (b)
        If a
        Member shall desire voluntarily to transfer all or a portion of his Units,
        and
        shall at the time have received a bona-fide written offer for the purchase
        of
        all or a portion of his Units, then the other Members shall have a right
        of
        first refusal to purchase the transferring Member's Units or portion thereof
        for
        an equivalent price and on equivalent terms as those negotiated between and
        the
        transferring Member and the prospective transferee. Under such circumstances,
        the transferring Member shall give the other Members written notice of his
        intention to transfer his Units or portion thereof, the name of the prospective
        transferee, and a copy of the bona-fide written offer for the Units from
        the
        prospective transferee which includes the proposed selling price and terms.
        Within thirty (30) days following receipt of such notice, the other Members
        shall have the right to elect in writing to purchase the Units or portion
        thereof which have been offered for transfer in accordance with the terms
        set
        forth in said notice. Should more than one Member desire to accept the selling
        Member's offer, then the acceptance shall be deemed to be in proportion to
        the
        accepting Member's respective Units unless otherwise agreed to by the Members.
        (For example, if the accepting Member's respective Units are 15% and 5%,
        then a
        75% of the Units to be sold would be sold to the Member with the 15% Units
        and
        25% would be sold to the Member with the 5% Units.) If none of the other
        Members
        timely elects to purchase the Units or portion thereof which is offered for
        transfer, then the selling Member shall have the right to transfer same strictly
        in accordance with the information set forth in the aforementioned notice
        (except that the purchase price may exceed the amount set forth in the notice)
        and, thereafter, the transferee shall be bound by all the terms of this
        Agreement. If the proposed transaction is not consummated within sixty (60)
        days
        following the giving of such notice or the terms and conditions of such proposed
        transfer are varied or changed, the selling Member must re-submit the offer
        to
        the other Members above described.


      
        
          
          

        

        
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      9.4
         Transfer
        of Interests in Members.
        Not
        more than fifty percent (50% of the equity interests in any entity which
        is a
        Member may be transferred to persons or entities who or which are not Permitted
        Transferees, without first offering such interests to the other Members pursuant
        to the provisions of Section
        9.3
        above.

      


      9.5 Effective
        Date of Transfer.
        A
        Transfer of Units hereunder shall not be effective until the latest to occur
        of
        the following to the extent applicable:

      


      (a) Any
        proposed Transfer that is a sale to a third party subject to Section
        9.3
        shall
        not be effective unless and until the requirements of Section
        9.3
        have
        been satisfied.

      


      (b) Any
        proposed Transfer of Units which is not subject to Section
        9.5,
        shall
        not be effective unless and until notice (including the name and address
        of the
        proposed transferee and the date of the proposed Transfer) has been provided
        to
        the Company and the other Members.

      


      (c) No
        Transfer of Units shall be effective unless and until the transferee has
        complied with Section
        9.6.

      


      (d) Any
        transfer of Units shall be deemed effective as of the last day of the calendar
        month in which the last of the conditions specified in this Section
        9.5
        is
        satisfied.

      


      9.6 Requirements
        for Effectiveness of Transfer.
        As a
        condition to recognizing the effectiveness of any proposed Transfer of Units,
        the remaining Members may require the transferor and/or the proposed transferee,
        to execute instruments of transfer, assignment and assumption and other
        documents, and to perform all other acts which the remaining Members may
        deem
        necessary or desirable to:

      


      (a) Constitute
        such transferee, as an Assignee or a Substitute Member;

      


      (b) Confirm
        that the Person acquiring Units, or being admitted as a Member, has agreed
        to be
        subject to and bound by this Agreement, as it may be further amended, regardless
        of whether the Person is to be admitted as a Substitute Member or will merely
        be
        an Assignee;

      


      (c) Preserve
        the Company's status under the laws of each jurisdiction in which the Company
        is
        qualified, organized or does business after the Transfer;

      


      (d) Maintain
        the Company's classification as a partnership for federal income tax purposes;
        and


      
        
          
          

        

        
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      (e) Assure
        compliance with any applicable state and federal laws including securities
        laws
        and regulations.

      


      9.7 Admission
        of a Transferee as a Member.
        A
        transferee of Units shall be admitted as a Member with respect thereto if
        the
        transferee (a) complies with Section
        9.8
        and (b)
        is (i) a Member, (ii) an Affiliate with respect to the Transferring Member,
        (iii) a person or entity receiving Units as permitted by Section 9.4(c),
        or (iv)
        unanimously approved as a substitute Member by the non-transferring
        Members.

      


      9.8 Transfer
        to a Person Not Admitted as a Member.
        Notwithstanding anything contained in this Agreement to the contrary, any
        transferee of Units shall be an Assignee and have no right to participate
        in the
        management of the business and affairs of the Company. Upon the Transfer
        of all
        of a Member's Units to an Assignee who is not admitted as a Member, the Company
        shall purchase from the transferring Member, and the transferring Member
        shall
        sell to the Company for a purchase price of $100.00, all remaining rights
        and
        interests retained by the transferring Member associated with the transferred
        Units.

      


      SECTION
        10

      


      ADDITIONAL
        MEMBERS

       

      The
        Members, by vote as in the percentage specified at Section 4.2 hereof, may
        make
        a Person a Member by the Company issuing Units for such consideration as
        the
        Members by unanimous consent determine. In such event, Exhibit
        "A"
        to this
        Agreement shall be amended to reflect the issuance of Additional Units and
        the
        New Members shall execute such documents as shall be required to reflect
        their
        acquisition of Units in the Company and their agreement to be bound by the
        terms
        of the Articles and this Agreement.


      
        
          
          

        

        
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      SECTION
        11

      


      DISSOCIATION
        OF A MEMBER

      


      11.1 Dissociation.
        A
        Person ceases to be a Member upon the happening of any of the following
        events:

      


      (a) The
        withdrawal of a Member (unless all of the other Members have consented to
        the
        withdrawal, the withdrawing Member will be liable for damages pursuant to
        Section 5.9);

      


      (b) The
        expulsion of a Member;

      


      (c) A
        Member
        becoming a Bankrupt Member;

      


      (d) In
        the
        case of a Member who is a natural person, the adjudication of incompetency
        or
        death of the Member;

      


      (e) In
        the
        case of a Member who is acting as a Member by virtue of being a trustee of
        a
        trust, the termination of the trust (but not merely the substitution of a
        new
        trustee);

      


      (f) In
        the
        case of a Member that is an organization other than a corporation, the
        dissolution and commencement of winding up of the separate
        organization;

      


      (g) In
        the
        case of a Member that is a corporation, the filing of a certificate of
        dissolution, or its equivalent, for the corporation or the revocation of
        its
        charter if not reinstated within ninety (90) days; or

      


      (h) In
        the
        case of a Member that is an estate, the distribution by the fiduciary of
        the
        estate's Units.

      


      11.2 Rights
        of Dissociating Member.
        In the
        event any Member dissociates prior to the dissolution and winding up of the
        Company:

      


      (a) If
        the
        Dissociation causes a dissolution and winding up of the Company under
Section
        12
        of this
        Agreement, the Member shall be entitled to participate in the winding up
        of the
        Company to the same extent as any other Member, except that any Distributions
        to
        which the Member would have been entitled shall be reduced by the damages
        sustained by the Company as a result of the dissolution and winding up;
        and

      


      (b) If
        the
        Dissociation does not cause a dissolution and winding up of the Company under
        Section
        12
        of this
        Agreement, the dissociated Person shall have no right to compel a liquidation
        of
        his Units and he shall thereafter hold Units as an Assignee.

      


      SECTION
        12

      


      DISSOLUTION
        AND WINDING UP

      


      12.1 Dissolution.
        The
        Company shall be dissolved and its affairs wound up, upon the first to occur
        of
        the following events:

      (a) The
        expiration of the term of existence of the Company set forth in the Articles
        and
        this Agreement;


      
        
          
          

        

        
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      (b) The
        unanimous written consent of all of the Members;

      


      (c) The
        Dissociation of any Member, unless the business of the Company is continued
        with
        the written consent of the remaining Members required for action pursuant
        to
        Section 4.2 hereof within one hundred eighty (180) days after
        Dissociation;

      


      (d) At
        any
        time that there cease to be two (2) or more Members;

      


      (e) The
        occurrence of circumstances requiring dissolution under Section
        6.3;
        or

      


      (f) Upon
        entry of a decree of judicial dissolution.

      


      Upon
        the
        occurrence of any Event of Dissolution, a certificate of dissolution containing
        the information required by the Act shall be delivered to the Secretary of
        State
        for filing.

      


      12.2 Winding
        Up.
        Upon
        dissolution, the Members shall wind up all of the Company's affairs and proceed
        to liquidate all of the Company's assets as promptly as is consistent with
        obtaining their fair value. The Company's property and cash shall be
        distributed:

      


      (a) To
        creditors, including Members who are creditors, to the extent permitted by
        law,
        in satisfaction of liabilities of the Company;

      


      (b) To
        Members and Assignees in accordance with positive Capital Account balances
        taking into account all Capital Account adjustments for the Company's taxable
        year in which the liquidation occurs. Liquidation proceeds shall be paid
        within
        60 days of the end of the Company's taxable year or, if later, within 90
        days
        after the date of liquidation. Such Distributions shall be in cash or property
        (which need not be distributed proportionately) or partly in both, as determined
        by a Majority of the Members

      


      The
        winding up of the Company shall be completed when all debts, liabilities,
        and
        obligations of the Company have been paid and discharged or reasonably adequate
        provision therefor has been made, and all of the remaining property and assets
        of the Company have been distributed to the Members.

      


      SECTION
        13

      


      INDEMNIFICATION

      


      13.1 General.
        The
        Company shall indemnify any Person who was or is a party, or is threatened
        to be
        made a party, to any threatened, pending or completed action, suit or
        proceeding, whether civil, criminal, administrative or investigative (excluding
        actions by or in the right of the Company) and whether formal or informal,
        by
        reason of the fact that the Person is or was a Member of the Company, who,
        while
        a Member of the Company, is or was serving at the request of the Company
        as a
        director, officer, partner, member, trustee, employee or agent of another
        corporation, partnership, limited liability company, joint venture, trust,
        business association, employee benefit plan or other enterprise, whether
        for
        profit or not, against expenses (including counsel fees), judgments,
        settlements, penalties and fines (including excise taxes assessed with respect
        to employee benefit plans) actually or reasonably incurred in accordance
        with
        such action, suit or proceeding, if the Person acted in good faith and in
        a
        manner reasonably believed by the Person to have been, in the case of conduct
        taken as a Member, in the best interest of the Company and in all other cases,
        not opposed to the best interests of the Company, and, with respect to any
        criminal action or proceeding, either the Person had no reasonable cause
        to
        believe such conduct was unlawful. The termination of any action, suit or
        proceeding by judgment, order, settlement or conviction, or upon a plea of
        nolo
        contendere or its equivalent, shall not, of itself, create a presumption
        that
        the Person did not meet the prescribed standard of conduct. The Company may
        also, with the consent of a Majority of the Members, indemnify any Assignee
        or
        employee or agent of the Company who is not a Member in the manner and to
        the
        extent that it shall indemnify Members pursuant to this
        section.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      13.2 Authorization.
        To the
        extent that a Member has been successful in the defense of any action, suit
        or
        proceeding referred to in Section
        13.1,
        on the
        merits or otherwise, or in the defense of any claim, issue or other matter
        therein, the Company shall indemnify such Person against expenses (including
        counsel fees) actually and reasonably incurred by the Person. Any other
        indemnification under Section
        13.1
        shall be
        made by the Company only as authorized in the specific case, upon a
        determination that indemnification of the Member, employee or agent is
        permissible in the circumstances because the Person has met the applicable
        standard of conduct. Such determination may be made by either: (a) a Majority
        of
        the Members who are not at the time parties to such action, suit or proceeding;
        or (b) a written opinion authored by independent legal counsel.

      


      13.3 Reliance
        on Information.
        For
        purposes of any determination under Section
        13.1,
        a
        Person shall be deemed to have acted in good faith and to have otherwise
        met the
        applicable standard of conduct set forth in Section
        13.1
        if the
        action is based on information, opinions, reports, or statements, including
        financial statements and other financial data, if prepared or presented by
        (a)
        one or more Members, officers or employees of the Company or another enterprise
        whom the Person reasonably believes to be reliable and competent in the matters
        presented: (b) legal counsel, public accountants, appraisers or other Persons
        as
        to matters reasonably believed to be within the Person's professional or
        expert
        competence; or (c) the board of directors or other governing body of another
        entity, employee benefit plan or other enterprise of which such Person is
        or was
        serving at the request of the Company as a director, officer, partner, member,
        trustee, employee or agent. The provisions of this Section
        13.3
        shall
        not be deemed to be exclusive or to limit in any way the circumstances in
        which
        a person may be deemed to have met the applicable standard of conduct set
        forth
        in Section
        13.1.

      


      13.4 Advancement
        of Expenses.
        Expenses incurred in connection with any civil or criminal action, suit or
        proceeding may be paid for or reimbursed by the Company in advance of the
        final
        disposition of the action, suit or proceeding, as authorized in the specific
        case in the same manner described in Section
        13.2,
        upon
        receipt of a written affirmation of the Member, employee or agent's good
        faith
        belief that such Person has met the standard of conduct described in
Section
        13.1
        and upon
        receipt of a written undertaking by or on behalf of the Person to repay such
        amount if it shall ultimately be determined that the Person did not meet
        the
        standard of conduct, and a determination is made that the facts then known
        to
        those making the determination shall not preclude indemnification under this
        Section.

      


      13.5 Non-Exclusive
        Provisions: Vesting.
        The
        indemnification provided by this Section is not exclusive of any other rights
        to
        which a Person seeking indemnification may be entitled. The right of any
        Person
        to indemnification under this Section shall vest at the time of occurrence
        or
        performance of any event, act or omission giving rise to any action, suit
        or
        proceeding of the nature referred to in Section
        13.1
        and,
        once vested, shall not later be impaired as a result of any amendment, repeal,
        alteration or other modification of any or all of these
        provisions.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      13.6 Definitions.
        For
        purposes of this Section, serving an employee benefit plan at the request
        of the
        Company shall include any service as a director, officer, employee or agent
        of
        an entity which imposes duties on, or involves services by such director,
        officer, employee, or agent with respect to an employee benefit plan, its
        participants, or beneficiaries. A Person who acted in good faith and in a
        manner
        reasonably believed to be in the best interests of the participants and
        beneficiaries of an employee benefit plan shall be deemed to have acted in
        a
        manner "not opposed to the best interest of the Company" referred to in this
        Section. For purposes of this Section, "party" includes any individual who
        is or
        was a plaintiff, defendant or respondent in any action, suit or proceeding,
        or
        who is threatened to be made a named defendant or respondent in any action,
        suit
        or proceeding.

      


      SECTION
        14

      


      MISCELLANEOUS
        PROVISIONS

      


      14.1 Entire
        Agreement.
        This
        Agreement and the Articles represent the entire agreement among all the
        Members.

      


      14.2 Amendment
        or Modification of this Agreement.
        This
        Agreement may be amended or modified from time to time only by a written
        instrument approved by the Majority Vote of the Units then
        outstanding.

      


      14.3 No
        Partnership Intended for Nontax Purposes.
        The
        Members have formed the Company pursuant to the Act, and expressly do not
        intend
        to form a partnership or a limited partnership. The Members do not intend
        to be
        partners one to another, or partners as to any third party. To the extent
        any
        Member, by word or action, represents to another person that any other Member
        is
        a partner or that the Company is a partnership, the Member making such wrongful
        representation shall be liable to any other Member who incurs personal liability
        by reason of such wrongful representation.

      


      14.4 Rights
        of Creditors and Third Parties under this Agreement.
        This
        Agreement is entered into among the Members for the exclusive benefit of
        the
        Company, its Members, and their successors and assignees. This Agreement
        is
        expressly not intended for the benefit of any creditor of the Company or
        any
        other Person. Except and only to the extent provided by applicable statute,
        no
        creditor or third party shall have any rights under this Agreement or any
        agreement between the Company and any Member with respect to any Capital
        Contribution or otherwise.

      


      14.5 Notice.
        All
        notices required or permitted by this Agreement shall be in writing. Notice
        to
        the Company shall be given to its principal office or personally delivered
        to
        the custodian of the Company's records. Notice to a Member or Assignee shall
        be
        given or personally delivered to the Member or Assignee at the address on
        Exhibit
        A
        as
        amended from time to time unless such Member or Assignee has notified the
        Company in writing of a different address.

      


      14.6 Severability.
        Every
        provision of this Agreement is intended to be severable. If any term or
        provision of this Agreement is illegal or invalid for any reason, the illegality
        or invalidity shall not affect the legality or validity of the remainder
        of this
        Agreement.

      


      14.7 Number
        and Gender.
        All
        provisions and references to gender shall be deemed to refer to masculine,
        feminine or neuter, singular or plural, as the identity of the person or
        persons
        may require.

      


      14.8 Binding
        Effect.
        Except
        as otherwise provided in this Agreement, every covenant, term and provision
        of
        this Agreement shall be binding upon and inure to the benefit of the Members
        and
        their respective heirs, legatees, legal representatives, successors and
        assigns.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      14.9 Counterparts.
        This
        Agreement may be executed in any number of counterparts with the same effect
        as
        if all such parties executed the same document. All such counterparts shall
        constitute one agreement.

      


      14.10 Ohio
        Law Controlling.
        The
        laws of the State of Ohio, including the Act, shall govern the validity of
        this
        Agreement, the construction of its terms and the interpretation of the rights
        and duties of the parties hereto.

      


      14.11 Representation.
        Each
        party hereby represents and covenants that each has had the opportunity to
        consult with their independent attorney(s) and/or tax advisors prior to the
        execution of this Agreement.

      


      IN
        WITNESS WHEREOF,
        this
        Agreement has been executed as of the date first above written.

      


      
        	JOHN
                D. OIL & GAS CO.
	 	 
	BY:	
                /Gregory
                  J. Osborne/

              
	 	 
	Its:
                President______________
	 	 
	M2KLB
                HOLDCO, LLC
	 	 
	BY:	
                /Lance
                  Osborne/

              
	 	 
	Its:Managing
                Member________
	 	 
	WONDER
                IF, LLC
	 	 
	BY:	
                /Steve
                  Passov/

              
	 	 
	Its:Member__________________
	 	 
	ALPHA
                ACQUISITION, LLC
	 	 
	BY:	
                /Lance
                  Osborne/

              
	 	 
	Its:Managing
                Member_________


      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      APPENDIX 

      


      "Act"
        means the Ohio Revised Code Title 17, Chapter 1705 et seq.,
        as
        amended from time to time.

      


      "Affiliate"
        shall mean (i) any person directly or indirectly controlling, controlled
        by or
        under common control with any Member; (ii) any person directly or indirectly
        owning or controlling fifteen percent (15%) or more of the voting securities
        or
        capital of any Member which is a corporation, or fifteen percent (15%) or
        more
        of the capital or profit interests of any member which is a partnership,
        joint
        venture, limited liability company or other unincorporated association, or
        fifteen percent (15%) or more in beneficial interest of any Member which
        is a
        trust; or (iii) (A) the spouse, siblings (or their spouses) of any Member
        of
        Affiliate described in clauses (i) or (ii) immediately preceding, or the
        lineal
        descendants (or their spouses) of any Member, any such Affiliate, or any
        of
        their respective spouses or siblings (or their spouses), or (B) any trust
        for
        the primary preceding. Without limiting the generality of the foregoing,
        "control" of a person means the possession directly or indirectly of the
        power
        to direct or cause the direction of the management or policies of such person;
        any general partner of a partnership shall be deemed to control such partnership
        if it is the sole general partner, or it owns fifteen percent (15%) or more
        of
        the aggregate capital or profits interests owned by all general partners
        in such
        partnership, but not otherwise; any trustee of a trust shall be deemed to
        control such trust; any director or executive officer shall not be deemed
        to
        control any corporation solely by reason of such director's or executive
        officer's position as such; and any employer shall not be deemed to control
        any
        employee solely by reason of such employer's position as such.

      


      "Agent"
        shall mean the agent designated by the Company from time to time for service
        of
        process pursuant to Section 1705.06 of the Act.

      


      "Agreement"
        means this Operating Agreement as amended from time to time.

      


      "Articles"
        means the Articles of Organization of the Company as properly adopted and
        amended from time to time by the Members and filed with the Ohio Secretary
        of
        State pursuant to the Act.

      


      "Assignee"
        means an assignee of Units who is not a Member at the time of the assignment
        and
        is not admitted as a Substitute Member.

      


      "Bankrupt
        Member" means a Member who: (i) has become the subject of a decree or order
        for
        relief under any bankruptcy, insolvency or similar law affecting creditors'
        rights now existing or hereafter in effect; or (ii) has initiated, either
        in an
        original proceeding or by way of answer in any state insolvency or receivership
        proceeding, an action for liquidation, arrangement, composition, readjustment,
        dissolution, or similar relief.

      


      "Capital
        Account" means the amount of cash and fair market value of services or property
        (net of any liabilities secured by contributed property that the Company
        is
        considered to assume or take subject to under Section 752 of the Code) that
        a
        Member or Assignee has contributed to the Company as Capital Contributions
        pursuant to Section
        6
        hereof,
        adjusted as follows:

      (i) The
        Capital Account shall be increased by all Profits allocated to such Person
        pursuant to Section
        7
        hereof.

      


      (ii) The
        Capital Account shall be decreased by (a) the amount of cash and the fair
        market
        value of all property distributed to such Person by the Company (net of
        liabilities securing such distributed property that such Person is considered
        to
        assume or take subject to under Section 752 of the Code) and (b) all Losses
        allocated to such Person pursuant to Section
        7
        hereof.

      


      (iii) The
        Capital Account shall be credited in the case of an increase or debited in
        the
        case of a decrease to reflect such Person's allocable share of any adjustment
        to
        the adjusted basis of Company assets pursuant to Section 734(b) of the Code
        to
        the extent provided by Section 1.704-l(b)(2)(iv)(m) of the
        Regulations.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      (iv) The
        Capital Account shall be adjusted in any other manner required by Section
        1.704-l(b)(2)(iv) of the Regulations or otherwise, in order to be deemed
        properly maintained for federal income tax purposes.

      


      (v) Capital
        Accounts shall not bear interest.

      


      (vi) The
        transferee of Units shall succeed to the Capital Account attributable to
        the
        Units transferred.

      


      "Capital
        Contribution" means any contribution of cash, property or services to the
        Company made by or on behalf of a Member or Assignee pursuant to Section
        6
        hereof.

      


      "Code"
        means the Internal Revenue Code of 1986, as amended from time to
        time.

      


      "Company"
        means the limited liability company organized pursuant to the Articles and
        this
        Agreement, and any successor limited liability company.

      


      "Default
        Interest Rate" means, at a given time, a rate of interest equal to four percent
        (4%) in excess of the rate then in effect on the Company's first mortgage
        financing or, if not applicable or readily determinable, thirteen percent
        (13%).

      


      "Delinquent
        Member" means a Member or Assignee who has failed to meet the Commitment
        of that
        Member or Assignee.

      


      "Distribution"
        means a transfer of cash or property to a Member or Assignee on account of
        Units
        as described in Section
        7
        hereof.

      


      "Dissociation"
        means any action which causes a Person to cease being a Member as described
        in
Section
        11
        hereof.

      


      "Dissolution
        Event" means an event, the occurrence of which will result in the dissolution
        of
        the Company under Section
        12
        hereof.

      


      "Fiscal
        Year" means the taxable year of the Company.

      


      "Majority-in-Interest"
        means Members holding from time to time a majority of the Units.Majority
        Vote"
        means, at any given time, Members voting affirmatively on a matter holding
        in
        the aggregate more than fifty percent (50%) of the outstanding Units held
        by
        such Members voting thereon.

      


      "Member"
        means any Person who has signed this Agreement as a Member or who is hereafter
        admitted as a Member of the Company pursuant to this Agreement.

      


      "Regulations"
        except where the context indicates otherwise, means the permanent, temporary,
        proposed, or proposed and temporary regulations of Department of the Treasury
        under the Code as such regulations may be changed from time to
        time.

      


      "Related
        Person" means, with respect to any Member, such Member's spouse, ancestors,
        lineal descendants, trusts for the sole benefit of any such persons, and
        partnerships eighty percent (80%) or more owned by the Member.

      


      "Substitute
        Member" means an Assignee who is admitted as a Member.

      


      "Transfer"
        means any transference of Units, sale, gift, assignment, pledge, granting
        of a
        security interest or other disposition, including any disposition by operation
        of law.

      


      “Unanimous
        Vote” means a vote concurred in by Members representing one hundred percent
        (100%) of the outstanding Units.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      


      "Unit"
        means a fractional share of the membership interest of a Member or an Assignee
        in the Company, the numerator of which is one (1) and the denominator of
        which
        is the total number of Units outstanding from time to time. As of the date
        of
        this Agreement, the Company has 100 Units outstanding. The number of Units
        initially issued to each Member in exchange for their Initial Capital
        Contribution is set forth on Exhibit
        A
        which
        shall be amended in the event that the Company issues additional Units or
        acquires any outstanding Units.

      


      "Vote"
        means each Member's voting rights as provided for in Section
        5.7
        of this
        Agreement.


      
        
          
          

        

        
          17