**Exhibit 10.2**

**Base Contract for Sale andPurchase of Natural Gas**

This Base Contract isentered into as of the following date: July 1, 2007.  The parties to this Base Contract are thefollowing:
| BP Canada Energy Marketing  Corp.                                                                                                | and            |   | Millennium Ethanol, LLC                                                                                       |
|----------------------------------------------------------------------------------------------------------------------------------|----------------|--------|---------------------------------------------------------------------------------------------------------------|
| c/o BP Canada  Energy Company                                                                                                    |           |   | 27283 447th Avenue, Marion, SD 57043                                                                     |
| 1200, 240 4th  Avenue SW, Calgary, Alberta, T2P 2H8                                                                              |           |   |                                                                                                          |
| Duns Number:  24-879-9413                                                                                                        |           |   | Duns Number: 60-264-4127                                                                                      |
| Contract Number:                                                                                                                 |           |   | Contract Number:                                                                                              |
| U.S. Federal Tax  ID Number: 36-3697994                                                                                          |           |   | U.S. Federal Tax ID Number: 20-3477343                                                                        |
|                                                                                                                             |           |   |                                                                                                          |
| *For  Force Majeure send to marketing location.*                                                                                 |           |   |                                                                                                          |
| *Other  Notices:*                                                                                                                | * *       |   | *Notices:*                                                                                                    |
| 1200, 240 4  Avenue SW, Calgary Alberta T2P 2H8                                                                                  |           |   | 27283 447th Avenue, Marion, SD 57043                                                                     |
| Attn: Natural  Gas Marketing – Contract Administration                                                                      |           |   | Attn: Risk Management                                                                                         |
| Phone:  403-233-1873               Fax:  403-233-5611 |           |   | Phone: 605-648-3941            Fax:  605-648-3943 |
|                                                                                                                             |           |   |                                                                                                          |
| *Confirmations:*                                                                                                                 | * *       |   | *Confirmations:*                                                                                              |
| 240 4 Avenue SW,  Calgary Alberta T2P 2H8                                                                                        |           |   | 27283 447th Avenue, Marion, SD 57043                                                                     |
| Attn:  Verifications Department                                                                                                  |           |   | Attn: Risk Management                                                                                         |
| Phone: N/A               Fax:  403-233-5611           |           |   | Phone: 605-648-3941            Fax:  605-648-3943 |
|                                                                                                                             |           |   |                                                                                                          |
| *Invoices  and Payments:*                                                                                                        | * *       |   | *Invoices and Payments*                                                                                       |
| 1200, 240 4  Avenue SW, Calgary Alberta T2P 2H8                                                                                  |           |   | 27283 447th Avenue, Marion, SD 57043                                                                     |
| Attn: Gas &  Power Accounting Dept.                                                                                          |           |   | Attn: Brent Edwards                                                                                           |
| Phone:  403-233-1459               Fax:  403-237-8476 |           |   | Phone: 605-648-3941            Fax:  604-648-3943 |
|                                                                                                                             |           |   |                                                                                                          |
| **If  invoicing the Omaha office ONLY:**                                                                                         |           |   |                                                                                                          |
| 4211 South 143  Circle Omaha NE 68137                                                                                            |           |   |                                                                                                          |
| Attn: Natural  Gas Accounting                                                                                                    |           |   |                                                                                                          |
| Phone:  402-505-8800               Fax:  402-505-4500 |           |   |                                                                                                          |
|                                                                                                                             |           |   |                                                                                                          |
| *Wire  Transfer or ACH Numbers (if applicable):*                                                                                 |           |   |                                                                                                          |
| BANK: J.P.  Morgan Chase Bank, Chicago IL, Branch 100                                                                            |           |   | BANK:                                                                                                         |   |
| WIRE Transit: 021000021               ACCT:  1122183  |           |   |                                                                                                          |
| ACH Transit: 071000013                 ACCT: 1122183  |           |   | Transit:                                                                                                      |   |  ACCT: |   |
| Other Details: Credit: BP Canada Energy Marketing  Corp. – Gas & Power                                                  | Other Details: |
|                                                                                                                                  |                |        |                                                                                                               |  |  |  |  |

 

This Base Contract incorporates by reference for all purposes theGeneral Terms and Conditions for Sale and Purchase of Natural Gas published bythe North American Energy Standards Board. The parties hereby agree to the following provisions offered in saidGeneral Terms and Conditions.  In theevent the parties fail to check a box, the specified default provision shallapply.  Select only one box from each section:
| **Section 1.2**Transaction Procedure                                                            | x   Oral  (default)

o    Written                                                                                                                                                                                                                                                                                                                                                  | **Section  7.2**

Payment  Date                                                                                   | x   **25****th**** **Day of Month following Month of delivery (default) If paying by check, payment must be received by Seller no later than  the Payment Date.                                                                                                                                                                                                   |
|-------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Section 2.5**Confirm  Deadline                                                                | o   2  Business Days after receipt (default)x  5  Business Days after receipt                                                                                                                                                                                                                                                                                                                | **Section 7.2**

Method of  Payment                                                                               | x   Wire  transfer (default)

o    Automated  Clearinghouse Credit (ACH)

o    Check                                                                                                                                                                                                                                                     |
| **Section  2.6**Confirming Party                                                                | o    Seller  (default)

o    Buyer

x   Either  Party may                                                                                                                                                                                                                                                                                                           | **Section 7.7**

Netting                                                                                          | x   Netting  applies (default)

o    Netting  does not apply                                                                                                                                                                                                                                                                                            |
| **Section  3.2**Performance Obligation                                                          | x   Cover  Standard (default)  Spot Price Standard                                                                                                                                                                                                                                                                                                                                                | **Section 10.3.1**

Early Termination  Damages                                                                    | x   Early Termination Damages****Apply (default)

o    Early Termination Damages****Do Not Apply                                                                                                                                                                                                                                                        |
| ***Note: The following Spot Price Publication applies to both of the immediately  preceding.*** | **Section 10.3.2**

Other Agreement  Setoffs                                                                                                                                                                                                                                                                                                                                                                | x   Other  Agreement Setoffs Apply (default)

o    Other  Agreement Setoffs Do Not Apply |
| **Section  2.26**Spot Price  Publication                                                        | x   Gas  Daily Midpoint (default)

o                                                            | **Section  14.5**

Choice Of Law                                                                                  | New York                                                             |
| **Section 6**

  Taxes                                                                          | x   Buyer  Pays At and After Delivery Point (default)

o    Seller  Pays Before and At Delivery Point                                                                                                                                                                                                                                                                              | **Section  14.10**

Confidentiality                                                                               | x   Confidentiality  applies (default)

o    Confidentiality  does not apply                                                                                                                                                                                                                                                                            |
| x**Special Provisions**Number of sheets attached: Two                                           |
| o**Addendum(s):**                                                                               | ** **                                                                                                                                                                                                                                                                                                                                                                                                  | ** **                                                                                                        |
|                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  |  |  |

 

IN WITNESS WHEREOF, the parties hereto have executedthis Base Contract in duplicate.
| BP Canada Energy Marketing Corp. |   | Millennium Ethanol, LLC |   |
|----------------------------------|--------|-------------------------|--------|
| By                               |   |                    | By     |   |   |
| Name:                            |   |                    | Name:  |   |   |
| Title:                           |   |                    | Title: |   |   |
| Date:                            |   |                    | Date:  |   |
|                                  |        |                         |        |  |  |  |  |  |  |  |  |

 
| Copyright © 2002 North American Energy  Standards Board, Inc. |   | NAESB Standard 6.3.1 |
|--------------------------------------------------------------------|--------|----------------------|
| All Rights Reserved                                                |   | April 19, 2002       |

 

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**General Terms and Conditions**

**Base Contract for Sale andPurchase of Natural Gas**

#### **SECTION 1.                 PURPOSEAND PROCEDURES**

1.1.          These General Terms and Conditions areintended to facilitate purchase and sale transactions of Gas on a Firm orInterruptible basis.  “Buyer” refers tothe party receiving Gas and “Seller” refers to the party delivering Gas.  The entireagreement between the parties shall be the Contract as defined in Section 2.7.

**Theparties have selected either the “Oral Transaction Procedure” or the “WrittenTransaction Procedure” as indicated on the Base Contract.**

**OralTransaction Procedure:**

1.2.          The parties will usethe following Transaction Confirmation procedure.  Any Gas purchase and sale transaction may beeffectuated in an EDI transmission or telephone conversation with the offer andacceptance constituting the agreement of the parties.  The parties shall be legally bound from thetime they so agree to transaction terms and may each rely thereon.  Any such transaction shall be considered a“writing” and to have been “signed”. Notwithstanding the foregoing sentence, the parties agree thatConfirming Party shall, and the other party may, confirm a telephonictransaction by sending the other party a Transaction Confirmation by facsimile,EDI or mutually agreeable electronic means within three Business Days of atransaction covered by this Section 1.2 (Oral Transaction Procedure) providedthat the failure to send a Transaction Confirmation shall not invalidate theoral agreement of the parties. Confirming Party adopts its confirming letterhead, or the like, as itssignature on any Transaction Confirmation as the identification andauthentication of Confirming Party.  Ifthe Transaction Confirmation contains any provisions other than those relatingto the commercial terms of the transaction (i.e., price, quantity, performanceobligation, delivery point, period of delivery and/or transportationconditions), which modify or supplement the Base Contract or General Terms andConditions of this Contract (e.g., arbitration or additional representationsand warranties), such provisions shall not be deemed to be accepted pursuant toSection 1.3 but must be expressly agreed to by both parties; provided that theforegoing shall not invalidate any transaction agreed to by the parties.

**WrittenTransaction Procedure:**

1.2.          The parties will use the following TransactionConfirmation procedure.  Should theparties come to an agreement regarding a Gas purchase and sale transaction fora particular Delivery Period, the Confirming Party shall, and the other partymay, record that agreement on a Transaction Confirmation and communicate suchTransaction Confirmation by facsimile, EDI or mutually agreeable electronicmeans, to the other party by the close of the Business Day following the dateof agreement.  The parties acknowledgethat their agreement will not be binding until the exchange of nonconflictingTransaction Confirmations or the passage of the Confirm Deadline withoutobjection from the receiving party, as provided in Section 1.3.

1.3.          Ifa sending party’s Transaction Confirmation is materially different from thereceiving party’s understanding of the agreement referred to in Section 1.2,such receiving party shall notify the sending party via facsimile, EDI ormutually agreeable electronic means by the Confirm Deadline, unless suchreceiving party has previously sent a Transaction Confirmation to the sendingparty.  The failure of the receivingparty to so notify the sending party in writing by the Confirm Deadlineconstitutes the receiving party’s agreement to the terms of the transactiondescribed in the sending party’s Transaction Confirmation.  If there are any material differences betweentimely sent Transaction Confirmations governing the same transaction, thenneither Transaction Confirmation shall be binding until or unless suchdifferences are resolved including the use of any evidence that clearlyresolves the differences in the Transaction Confirmations.  In the event of a conflict among the terms of(i) a binding Transaction Confirmation pursuant to Section 1.2, (ii) theoral agreement of the parties which may be evidenced by a recordedconversation, where the parties have selected the Oral Transaction Procedure ofthe Base Contract, (iii) the Base Contract, and (iv) these GeneralTerms and Conditions, the terms of the documents shall govern in the prioritylisted in this sentence.

1.4.          The parties agree that each party mayelectronically record all telephone conversations with respect to this Contractbetween their respective employees, without any special or further notice tothe other party.  Each party shall obtainany necessary consent of its agents and employees to such recording.  Wherethe parties have selected the Oral Transaction Procedure in Section 1.2 of theBase Contract, the parties agree not to contestthe validity or enforceability of telephonic recordings entered into inaccordance with the requirements of this Base Contract.  However, nothing herein shall be construed asa waiver of any objection to the admissibility of such evidence.

#### **SECTION 2.                 DEFINITIONS**

The terms set forth below shall have the meaningascribed to them below.  Other terms arealso defined elsewhere in the Contract and shall have the meanings ascribed tothem herein.

2.1.          “AlternativeDamages” shall mean such damages, expressed in dollars or dollars per MMBtu, asthe parties shall agree upon in the Transaction Confirmation, in the eventeither Seller or Buyer fails to perform a Firm obligation to deliver Gas in thecase of Seller or to receive Gas in the case of Buyer.

2.2.          “BaseContract” shall mean a contract executed by the parties that incorporates theseGeneral Terms and Conditions by reference; that specifies the agreed selectionsof provisions contained herein; and that sets forth other information requiredherein and any Special Provisions and addendum(s) as identified on page one.

2.3.          “British thermal unit” or “Btu” shallmean the International BTU, which is also called the Btu (IT).

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2.4.          “Business Day” shall mean any dayexcept Saturday, Sunday or Federal Reserve Bank holidays.

2.5.          “Confirm Deadline” shall mean 5:00p.m. in the receiving party’s time zone on the second Business Day followingthe Day a Transaction Confirmation is received or, if applicable, on theBusiness Day agreed to by the parties in the Base Contract; provided, if theTransaction Confirmation is time stamped after 5:00 p.m. in the receiving party’stime zone, it shall be deemed received at the opening of the next Business Day.

2.6.          “ConfirmingParty” shall mean the party designated in the Base Contract to prepare andforward Transaction Confirmations to the other party.

2.7.          “Contract” shall mean thelegally-binding relationship established by (i) the Base Contract, (ii)any and all binding Transaction Confirmations and (iii) where the parties haveselected the Oral Transaction Procedure in Section 1.2 of the Base Contract,any and all transactions that the parties have entered into through an EDItransmission or by telephone, but that have not been confirmed in a bindingTransaction Confirmation.

2.8.          “Contract Price” shall mean the amountexpressed in U.S. Dollars per MMBtu to be paid by Buyer to Seller for thepurchase of Gas as agreed to by the parties in a transaction.

2.9.          “Contract Quantity” shall mean thequantity of Gas to be delivered and taken as agreed to by the parties in atransaction.

2.10.        “Cover Standard”, as referred to inSection 3.2, shall mean that if there is an unexcused failure to take ordeliver any quantity of Gas pursuant to this Contract, then the performingparty shall use commercially reasonable efforts to (i) if Buyer is theperforming party, obtain Gas, (or an alternate fuel if elected by Buyer andreplacement Gas is not available), or (ii) if Seller is the performing party,sell Gas, in either case, at a price reasonable for the delivery or productionarea, as applicable, consistent with: the amount of notice provided by the nonperforming party; the immediacyof the Buyer’s Gas consumption needs or Seller’s Gas sales requirements, asapplicable; the quantities involved; and the anticipated length of failure bythe nonperforming party.

2.11.        “Credit Support Obligation(s)” shallmean any obligation(s) to provide or establish credit support for, or on behalfof, a party to this Contract such as an irrevocable standby letter of credit, amargin agreement, a prepayment, a security interest in an asset, a performancebond, guaranty, or other good and sufficient security of a continuing nature.

2.12.        “Day” shall mean a period of 24consecutive hours, coextensive with a “day” as defined by the ReceivingTransporter in a particular transaction.

2.13.        “Delivery Period” shall be the periodduring which deliveries are to be made as agreed to by the parties in atransaction.

2.14.        “Delivery Point(s)” shall mean suchpoint(s) as are agreed to by the parties in a transaction.

2.15.        “EDI” shall mean an electronic datainterchange pursuant to an agreement entered into by the parties, specificallyrelating to the communication of Transaction Confirmations under this Contract.

2.16.        “EFP” shall mean the purchase, sale orexchange of natural Gas as the “physical” side of an exchange for physicaltransaction involving gas futures contracts. EFP shall incorporate the meaning and remedies of “Firm”, provided thata party’s excuse for nonperformance of its obligations to deliver or receiveGas will be governed by the rules of the relevant futures exchange regulatedunder the Commodity Exchange Act.

2.17.        “Firm” shall mean that either party mayinterrupt its performance without liability only to the extent that suchperformance is prevented for reasons of Force Majeure; provided, however, thatduring Force Majeure interruptions, the party invoking Force Majeure may beresponsible for any Imbalance Charges as set forth in Section 4.3 related toits interruption after the nomination is made to the Transporter and until thechange in deliveries and/or receipts is confirmed by the Transporter.

2.18.        “Gas” shall mean any mixture ofhydrocarbons and noncombustible gases in a gaseous state consisting primarily ofmethane.

2.19.        “Imbalance Charges” shall mean any fees,penalties, costs or charges (in cash or in kind) assessed by a Transporter forfailure to satisfy the Transporter’s balance and/or nomination requirements.

2.20.        “Interruptible” shall mean that eitherparty may interrupt its performance at any time for any reason, whether or notcaused by an event of Force Majeure, with no liability, except suchinterrupting party may be responsible for any Imbalance Charges as set forth inSection 4.3 related to its interruption after the nomination is made to theTransporter and until the change in deliveries and/or receipts is confirmed byTransporter.

2.21.        “MMBtu” shall mean one million Britishthermal units, which is equivalent to one dekatherm.

2.22.        “Month” shall mean the period beginningon the first Day of the calendar month and ending immediately prior to thecommencement of the first Day of the next calendar month.

2.23.        “Payment Date” shall mean a date, asindicated on the Base Contract, on or before which payment is due Seller forGas received by Buyer in the previous Month.

2.24.        “Receiving Transporter” shall mean theTransporter receiving Gas at a Delivery Point, or absent such receivingTransporter, the Transporter delivering Gas at a Delivery Point.

2.25.        “Scheduled Gas” shall mean the quantityof Gas confirmed by Transporter(s) for movement, transportation or management.

2.26.        “Spot Price “ as referred to in Section3.2 shall mean the price listed in the publication indicated on the BaseContract, under the listing applicable to the geographic location closest inproximity to the Delivery Point(s) for the relevant Day; provided, if there isno single price published for such location for such Day, but there ispublished a range of prices, then the Spot Price shall be the average

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ofsuch high and low prices.  If no price orrange of prices is published for such Day, then the Spot Price shall be theaverage of the following: (i) the price (determined as stated above) forthe first Day for which a price or range of prices is published that nextprecedes the relevant Day; and (ii) the price (determined as stated above)for the first Day for which a price or range of prices is published that nextfollows the relevant Day.

2.27.        “Transaction Confirmation” shall mean adocument, similar to the form of Exhibit A, setting forth the terms of atransaction formed pursuant to Section 1 for a particular Delivery Period.

2.28.        “TerminationOption” shall mean the option of either party to terminate a transaction in theevent that the other party fails to perform a Firm obligation to deliver Gas inthe case of Seller or to receive Gas in the case of Buyer for a designatednumber of days during a period as specified on the applicable TransactionConfirmation.

2.29.        “Transporter(s)” shall mean all Gasgathering or pipeline companies, or local distribution companies, acting in thecapacity of a transporter, transporting Gas for Seller or Buyer upstream ordownstream, respectively, of the Delivery Point pursuant to a particulartransaction.

#### **SECTION 3.                 PERFORMANCEOBLIGATION**

3.1.          Selleragrees to sell and deliver, and Buyer agrees to receive and purchase, theContract Quantity for a particular transaction in accordance with the terms ofthe Contract.  Sales and purchases will beon a Firm or Interruptible basis, as agreed to by the parties in atransaction.

**Theparties have selected either the “Cover Standard” or the “Spot Price Standard”as indicated on the Base Contract.**

**CoverStandard:**

3.2.          The sole and exclusive remedy of theparties in the event of a breach of a Firm obligation to deliver or receive Gasshall be recovery of the following: (i) in the event of a breach by Seller onany Day(s), payment by Seller to Buyer in an amount equal to the positivedifference, if any, between the purchase price paid by Buyer utilizing theCover Standard and the Contract Price, adjusted for commercially reasonabledifferences in transportation costs to or from the Delivery Point(s),multiplied by the difference between the Contract Quantity and the quantityactually delivered by Seller for such Day(s); or (ii) in the event of a breachby Buyer on any Day(s), payment by Buyer to Seller in the amount equal to thepositive difference, if any, between the Contract Price and the price receivedby Seller utilizing the Cover Standard for the resale of such Gas, adjusted forcommercially reasonable differences in transportation costs to or from theDelivery Point(s), multiplied by the difference between the Contract Quantityand the quantity actually taken by Buyer for such Day(s); or (iii) in the eventthat Buyer has used commercially reasonable efforts to replace the Gas orSeller has used commercially reasonable efforts to sell the Gas to a thirdparty, and no such replacement or sale is available, then the sole andexclusive remedy of the performing party shall be any unfavorable differencebetween the Contract Price and the Spot Price, adjusted for such transportationto the applicable Delivery Point, multiplied by the difference between the ContractQuantity and the quantity actually delivered by Seller and received by Buyerfor such Day(s).  Imbalance Charges shallnot be recovered under this Section 3.2, but Seller and/or Buyer shall beresponsible for Imbalance Charges, if any, as provided in Section 4.3.  The amount of such unfavorable differenceshall be payable five Business Days after presentation of the performingparty’s invoice, which shall set forth the basis upon which such amount wascalculated.

**SpotPrice Standard:**

3.2.          The sole and exclusive remedy of the partiesin the event of a breach of a Firm obligation to deliver or receive Gas shallbe recovery of the following: (i) in the event of a breach by Seller on anyDay(s), payment by Seller to Buyer in an amount equal to the difference betweenthe Contract Quantity and the actual quantity delivered by Seller and receivedby Buyer for such Day(s), multiplied by the positive difference, if any,obtained by subtracting the Contract Price from the Spot Price; or (ii) in theevent of a breach by Buyer on any Day(s), payment by Buyer to Seller in anamount equal to the difference between the Contract Quantity and the actualquantity delivered by Seller and received by Buyer for such Day(s), multipliedby the positive difference, if any, obtained by subtracting the applicable SpotPrice from the Contract Price.  ImbalanceCharges shall not be recovered under this Section 3.2, but Seller and/or Buyershall be responsible for Imbalance Charges, if any, as provided in Section4.3.  The amount of such unfavorabledifference shall be payable five Business Days after presentation of theperforming party’s invoice, which shall set forth the basis upon which suchamount was calculated.

3.3.          Notwithstanding Section 3.2, theparties may agree to Alternative Damages in a Transaction Confirmation executedin writing by both parties.

3.4.          In addition to Sections 3.2 and 3.3, the parties may provide for aTermination Option in a Transaction Confirmation executed in writing by bothparties.  The Transaction Confirmationcontaining the Termination Option will designate the length of nonperformancetriggering the Termination Option and the procedures for exercise thereof, howdamages for nonperformance will be compensated, and how liquidation costs willbe calculated.

#### **SECTION 4.                 TRANSPORTATION,NOMINATIONS, AND IMBALANCES**

4.1.          Sellershall have the sole responsibility for transporting the Gas to the DeliveryPoint(s).  Buyer shall have the soleresponsibility for transporting the Gas from the Delivery Point(s).

4.2.          The parties shall coordinate theirnomination activities, giving sufficient time to meet the deadlines of theaffected Transporter(s).  Each partyshall give the other party timely prior Notice, sufficient to meet therequirements of all Transporter(s) involved in the transaction, of thequantities of Gas to be delivered and purchased each Day.  Should either party become aware that actualdeliveries at the Delivery Point(s) are greater or lesser than the Scheduled Gas,such party shall promptly notify the other party.

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4.3.          Theparties shall use commercially reasonable efforts to avoid imposition of anyImbalance Charges.  If Buyer or Sellerreceives an invoice from a Transporter that includes Imbalance Charges, theparties shall determine the validity as well as the cause of such ImbalanceCharges.  If the Imbalance Charges wereincurred as a result of Buyer’s receipt of quantities of Gas greater than orless than the Scheduled Gas, then Buyer shall pay for such Imbalance Charges orreimburse Seller for such Imbalance Charges paid by Seller.  If the Imbalance Charges were incurred as aresult of Seller’s delivery of quantities of Gas greater than or less than theScheduled Gas, then Seller shall pay for such Imbalance Charges or reimburseBuyer for such Imbalance Charges paid by Buyer.

#### **SECTION 5.                 QUALITYAND MEASUREMENT**

AllGas delivered by Seller shall meet the pressure, quality and heat contentrequirements of the Receiving Transporter. The unit of quantity measurement for purposes of this Contract shall beone MMBtu dry.  Measurement of Gasquantities hereunder shall be in accordance with the established procedures ofthe Receiving Transporter.

#### **SECTION 6.                 TAXES**

#### **The parties have selectedeither “Buyer Pays At and After Delivery Point” or “Seller Pays Before and AtDelivery Point” as indicated on the Base Contract.**

#### **Buyer Pays At and After Delivery Point:**

#### Sellershall pay or cause to be paid all taxes, fees, levies, penalties, licenses orcharges imposed by any government authority (“Taxes”) on or with respect to theGas prior to the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to theGas at the Delivery Point(s) and all Taxes after the Delivery Point(s).  If a party is required to remit or pay Taxesthat are the other party’s responsibility hereunder, the party responsible forsuch Taxes shall promptly reimburse the other party for such Taxes.  Any party entitled to an exemption from anysuch Taxes or charges shall furnish the other party any necessary documentationthereof.

#### **Seller Pays Before and At Delivery Point:**

#### Sellershall pay or cause to be paid all taxes, fees, levies, penalties, licenses orcharges imposed by any government authority (“Taxes”) on or with respect to theGas prior to the Delivery Point(s) and all Taxes at the Delivery Point(s).  Buyer shall pay or cause to be paid all Taxeson or with respect to the Gas after the Delivery Point(s).  If a party is required to remit or pay Taxesthat are the other party’s responsibility hereunder, the party responsible forsuch Taxes shall promptly reimburse the other party for such Taxes.  Any party entitled to an exemption from anysuch Taxes or charges shall furnish the other party any necessary documentationthereof.

#### **SECTION 7.                 BILLING,PAYMENT, AND AUDIT**

7.1.          Sellershall invoice Buyer for Gas delivered and received in the preceding Month andfor any other applicable charges, providing supporting documentation acceptablein industry practice to support the amount charged.  If the actual quantity delivered is not knownby the billing date, billing will be prepared based on the quantity ofScheduled Gas.  The invoiced quantitywill then be adjusted to the actual quantity on the following Month’s billingor as soon thereafter as actual delivery information is available.

7.2.          Buyershall remit the amount due under Section 7.1 in the manner specified in theBase Contract, in immediately available funds, on or before the later of thePayment Date or 10 Days after receipt of the invoice by Buyer; provided that ifthe Payment Date is not a Business Day, payment is due on the next Business Dayfollowing that date.  In the event anypayments are due Buyer hereunder, payment to Buyer shall be made in accordancewith this Section 7.2.

7.3.          In the event payments become duepursuant to Sections 3.2 or 3.3, the performing party may submit an invoice tothe nonperforming party for an accelerated payment setting forth the basis uponwhich the invoiced amount was calculated. Payment from the nonperforming party will be due five Business Daysafter receipt of invoice.

7.4.          Ifthe invoiced party, in good faith, disputes the amount of any such invoice orany part thereof, such invoiced party will pay such amount as it concedes to becorrect; provided, however, if the invoiced party disputes the amount due, itmust provide supporting documentation acceptable in industry practice tosupport the amount paid or disputed.  Inthe event the parties are unable to resolve such dispute, either party maypursue any remedy available at law or in equity to enforce its rights pursuantto this Section.

7.5.          Ifthe invoiced party fails to remit the full amount payable when due, interest onthe unpaid portion shall accrue from the date due until the date of payment ata rate equal to the lower of (i) the then-effective prime rate of interestpublished under “Money Rates” by The Wall Street Journal, plus two percent perannum; or (ii) the maximum applicable lawful interest rate.

7.6.          Aparty shall have the right, at its own expense, upon reasonable Notice and atreasonable times, to examine and audit and to obtain copies of the relevantportion of the books, records, and telephone recordings of the other party onlyto the extent reasonably necessary to verify the accuracy of any statement,charge, payment, or computation made under the Contract.  This right to examine, audit, and to obtaincopies shall not be available with respect to proprietary information notdirectly relevant to transactions under this Contract.  All invoices and billings shall be conclusivelypresumed final and accurate and all associated claims for under- oroverpayments shall be deemed waived unless such invoices or billings areobjected to in writing, with adequate explanation and/or documentation, withintwo years after the Month of Gas delivery. All retroactive adjustments under Section 7 shall be paid in full by theparty owing payment within 30 Days of Notice and substantiation of suchinaccuracy.

7.7.          Unlessthe parties have elected on the Base Contract not to make this Section 7.7applicable to this Contract, the parties shall net all undisputedamounts due and owing, and/or past due, arising under the Contract such thatthe party owing the greater amount shall make a single payment of the netamount to the other party in accordance with Section 7; provided that nopayment required to be made pursuant to the terms of any Credit SupportObligation or pursuant to Section 7.3 shall be subject to netting under thisSection.  If the parties have executed aseparate netting agreement, the terms and conditions therein shall prevail tothe extent inconsistent herewith.

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**SECTION8.         TITLE, WARRANTY, AND INDEMNITY**

8.1.          Unlessotherwise specifically agreed, title to the Gas shall pass from Sellerto Buyer at the Delivery Point(s). Seller shall have responsibility for and assume any liability withrespect to the Gas prior to its delivery to Buyer at the specified DeliveryPoint(s).  Buyer shall haveresponsibility for and any liability with respect to said Gas after itsdelivery to Buyer at the Delivery Point(s).

8.2.          Seller warrants that it will have theright to convey and will transfer good and merchantable title to all Gas soldhereunder and delivered by it to Buyer, free and clear of all liens,encumbrances, and claims.  EXCEPT AS PROVIDED IN THIS SECTION 8.2 AND INSECTION 14.8, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTYOF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED.

8.3.          Seller agrees to indemnify Buyer and save itharmless from all losses, liabilities or claims including reasonable attorneys’fees and costs of court (“Claims”), from any and all persons, arising from orout of claims of title, personal injury or property damage from said Gas orother charges thereon which attach before title passes to Buyer.  Buyer agreesto indemnify Seller and save it harmless from all Claims, from any and allpersons, arising from or out of claims regarding payment, personal injury orproperty damage from said Gas or other charges thereon which attach after titlepasses to Buyer.

8.4.          Notwithstandingthe other provisions of this Section 8, as between Seller and Buyer, Sellerwill be liable for all Claims to the extent that such arise from the failure ofGas delivered by Seller to meet the quality requirements of Section 5.

#### **SECTION 9.                 NOTICES**

9.1.          AllTransaction Confirmations, invoices, payments and other communicationsmade pursuant to the Base Contract (“Notices”) shall be made to the addressesspecified in writing by the respective parties from time to time.

9.2.          All Notices required hereunder may besent by facsimile or mutually acceptable electronic means, a nationallyrecognized overnight courier service, first class mail or hand delivered.

9.3.          Notice shall be given when received on aBusiness Day by the addressee.  In theabsence of proof of the actual receipt date, the following presumptions willapply.  Notices sent by facsimile shallbe deemed to have been received upon the sending party’s receipt of itsfacsimile machine’s confirmation of successful transmission.  If the day on which such facsimile isreceived is not a Business Day or is after five p.m. on a Business Day, thensuch facsimile shall be deemed to have been received on the next followingBusiness Day.  Notice by overnight mailor courier shall be deemed to have been received on the next Business Day afterit was sent or such earlier time as is confirmed by the receiving party.  Notice via first class mail shall beconsidered delivered five Business Days aftermailing.

#### **SECTION 10.               FINANCIALRESPONSIBILITY**

10.1.        Ifeither party (“X”) has reasonable grounds for insecurity regarding theperformance of any obligation under this Contract (whether or not then due) bythe other party (“Y”) (including,without limitation, the occurrence of a material change in the creditworthiness of Y), X may demand AdequateAssurance of Performance.  “AdequateAssurance of Performance” shall mean sufficient security in the form, amountand for the term reasonably acceptable to X, including, but not limited to, a standbyirrevocable letter of credit, a prepayment, a security interest in an asset ora performance bond or guaranty (including the issuer of any such security).

10.2.        In the event (each an “Event of Default”)either party (the “Defaulting Party”) or its guarantor shall: (i) make anassignment or any general arrangement for the benefit of creditors; (ii) file apetition or otherwise commence, authorize, or acquiesce in the commencement ofa proceeding or case under any bankruptcy or similar law for the protection ofcreditors or have such petition filed or proceeding commenced against it; (iii)otherwise become bankrupt or insolvent (however evidenced); (iv) be unable topay its debts as they fall due; (v) have a receiver, provisional liquidator,conservator, custodian, trustee or other similar official appointed withrespect to it or substantially all of its assets; (vi) fail to perform anyobligation to the other party with respect to any Credit Support Obligationsrelating to the Contract; (vii) fail to give Adequate Assurance of Performanceunder Section 10.1 within 48 hours but at least one  Business Day of a written request by theother party; or (viii) not havepaid any amount due the other party hereunder on or before the second BusinessDay following written Notice thatsuch payment is due; then the other party (the “Non-Defaulting Party”) shallhave the right, at its sole election, to immediately withhold and/or suspenddeliveries or payments upon Notice and/or to terminate and liquidate thetransactions under the Contract, in the manner provided in Section 10.3, inaddition to any and all other remedies available hereunder.

10.3.        If an Event of Default has occurred andis continuing, the Non-Defaulting Party shall have the right, by Notice to the Defaulting Party, todesignate a Day, no earlier than the Day such Noticeis given and no later than 20 Days after such Notice is given, as anearly termination date (the “Early Termination Date”) for the liquidation andtermination pursuant to Section 10.3.1 of all transactions under the Contract,each a “Terminated Transaction”.  On theEarly Termination Date, all transactions will terminate, other than thosetransactions, if any, that may not be liquidated and terminated underapplicable law or that are, in the reasonable opinion of the Non-DefaultingParty, commercially impracticable to liquidate and terminate (“ExcludedTransactions”), which Excluded Transactions must be liquidated and terminatedas soon thereafter as is reasonably practicable, and upon termination shall bea Terminated Transaction and be valued consistent with Section 10.3.1below.  With respect to each ExcludedTransaction, its actual termination date shall be the Early Termination Datefor purposes of Section 10.3.1.

 

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**The parties have selected either “Early TerminationDamages Apply” or “Early Termination Damages Do Not Apply” as indicated on theBase Contract.**

**Early Termination Damages Apply:**

10.3.1.       As of the Early Termination Date, theNon-Defaulting Party shall determine, in good faith and in a commerciallyreasonable manner, (i) the amount owed (whether or not then due) by each partywith respect to all Gas delivered and received between the parties underTerminated Transactions and Excluded Transactions on and before the Early TerminationDate and all other applicable charges relating to such deliveries and receipts(including without limitation any amounts owed under Section 3.2), for whichpayment has not yet been made by the party that owes such payment under thisContract and (ii) the Market Value, as defined below, of each TerminatedTransaction.  The Non-Defaulting Partyshall (x) liquidate and accelerate each Terminated Transaction at its MarketValue, so that each amount equal to the difference between such Market Valueand the Contract Value, as defined below, of such Terminated Transaction(s)shall be due to the Buyer under the Terminated Transaction(s) if such MarketValue exceeds the Contract Value and to the Seller if the opposite is the case;and (y) where appropriate, discount each amount then due under clause (x) aboveto present value in a commercially reasonable manner as of the EarlyTermination Date (to take account of the period between the date of liquidationand the date on which such amount would have otherwise been due pursuant to therelevant Terminated Transactions).

For purposes of this Section 10.3.1, “Contract Value” means the amountof Gas remaining to be delivered or purchased under a transaction multiplied bythe Contract Price, and “Market Value” means the amount of Gas remaining to bedelivered or purchased under a transaction multiplied by the market price for asimilar transaction at the Delivery Point determined by the Non-DefaultingParty in a commercially reasonable manner. To ascertain the Market Value, the Non-Defaulting Party may consider,among other valuations, any or all of the settlement prices of NYMEX Gasfutures contracts, quotations from leading dealers in energy swap contracts orphysical gas trading markets, similar sales or purchases and any other bonafide third-party offers, all adjusted for the length of the term anddifferences in transportation costs.  Aparty shall not be required to enter into a replacement transaction(s) in orderto determine the Market Value.  Anyextension(s) of the term of a transaction to which parties are not bound as ofthe Early Termination Date (including but not limited to “evergreenprovisions”) shall not be considered in determining Contract Values and MarketValues.  For the avoidance of doubt, anyoption pursuant to which one party has the right to extend the term of atransaction shall be considered in determining Contract Values and MarketValues.  The rate of interest used incalculating net present value shall be determined by the Non-Defaulting Partyin a commercially reasonable manner.

**Early Termination Damages Do Not Apply:**

10.3.1.       Asof the Early Termination Date, the Non-Defaulting Party shall determine, ingood faith and in a commercially reasonable manner, the amount owed (whether ornot then due) by each party with respect to all Gas delivered and receivedbetween the parties under Terminated Transactions and Excluded Transactions onand before the Early Termination Date and all other applicable charges relatingto such deliveries and receipts (including without limitation any amounts owedunder Section 3.2), for which payment has not yet been made by the party thatowes such payment under this Contract.

**The parties have selected either “Other Agreement SetoffsApply” or “Other Agreement Setoffs Do Not Apply” as indicated on the BaseContract.**

**Other Agreement Setoffs Apply:**

10.3.2.       The Non-Defaulting Party shall net oraggregate, as appropriate, any and all amounts owing between the parties underSection 10.3.1, so that all such amounts are netted or aggregated to a singleliquidated amount payable by one party to the other (the “Net SettlementAmount”).  At its sole option and withoutprior Notice to the Defaulting Party, the Non-Defaulting Party may setoff (i)any Net Settlement Amount owed to the Non-Defaulting Party against any marginor other collateral held by it in connection with any Credit Support Obligationrelating to the Contract; or (ii) any Net Settlement Amount payable to theDefaulting Party against any amount(s) payable by the Defaulting Party to theNon-Defaulting Party under any other agreement or arrangement between theparties.

**Other Agreement Setoffs Do Not Apply:**

10.3.2.       TheNon-Defaulting Party shall net or aggregate, as appropriate, any and allamounts owing between the parties under Section 10.3.1, so that all suchamounts are netted or aggregated to a single liquidated amount payable by oneparty to the other (the “Net Settlement Amount”).  At its sole option and without prior Noticeto the Defaulting Party, the Non-Defaulting Party may setoff any Net SettlementAmount owed to the Non-Defaulting Party against any margin or other collateralheld by it in connection with any Credit Support Obligation relating to theContract.

10.3.3.       Ifany obligation that is to be included in any netting, aggregation or setoffpursuant to Section 10.3.2 is unascertained, the Non-Defaulting Party may ingood faith estimate that obligation and net, aggregate or setoff, asapplicable, in respect of the estimate, subject to the Non-Defaulting Partyaccounting to the Defaulting Party when the obligation is ascertained.  Any amount not then due which is included inany netting, aggregation or setoff pursuant to Section 10.3.2 shall bediscounted to net present value in a commercially reasonable manner determinedby the Non-Defaulting Party.

10.4.        As soon as practicable after aliquidation, Notice shall be given by the Non-Defaulting Party to theDefaulting Party of the Net Settlement Amount, and whether the Net SettlementAmount is due to or due from the Non-Defaulting Party.  The Notice shall include a written statementexplaining in reasonable detail the calculation of such amount, provided thatfailure to give such Notice shall not affect the validity or enforceability ofthe liquidation or give rise to any claim by the Defaulting Party against theNon-Defaulting Party.  The Net SettlementAmount shall be paid by the close of business on the second Business Dayfollowing such Notice, which date shall not be earlier than the EarlyTermination Date.  Interest on any unpaid portion of the NetSettlement Amount shall accrue from the date due until the

 

7

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date of payment at a rate equal to the lower of(i) the then-effective prime rate of interest published under “Money Rates”by The Wall Street Journal, plus two percent per annum; or (ii) the maximumapplicable lawful interest rate.

10.5.        The parties agree that the transactionshereunder constitute a “forward contract” within the meaning of the UnitedStates Bankruptcy Code and that Buyer and Seller are each “forward contractmerchants” within the meaning of the United States Bankruptcy Code.

10.6.        The Non-Defaulting Party’s remediesunder this Section 10 are the sole and exclusive remedies of the Non-DefaultingParty with respect to the occurrence of any Early Termination Date.  Each party reserves to itself all otherrights, setoffs, counterclaims and other defenses that it is or may be entitledto arising from the Contract.

10.7.        With respect to this Section 10, if theparties have executed a separate netting agreement with close-out nettingprovisions, the terms and conditions therein shall prevail to the extentinconsistent herewith.

#### **SECTION 11.               FORCEMAJEURE**

11.1.        Exceptwith regard to a party’s obligation to make payment(s) due under Section 7,Section 10.4, and Imbalance Charges under Section 4, neither party shall beliable to the other for failure to perform a Firm obligation, to the extentsuch failure was caused by Force Majeure. The term “Force Majeure” as employed herein means any cause not reasonablywithin the control of the party claiming suspension, as further defined inSection 11.2.

11.2.        ForceMajeure shall include, but not be limited to, the following:(i) physical events such as acts of God, landslides, lightning,earthquakes, fires, storms or storm warnings, such as hurricanes, which resultin evacuation of the affected area, floods, washouts, explosions, breakage oraccident or necessity of repairs to machinery or equipment or lines of pipe;(ii) weather related events affecting an entire geographic region, such aslow temperatures which cause freezing or failure of wells or lines of pipe;(iii) interruption and/or curtailment of Firm transportation and/orstorage by Transporters; (iv) acts of others such as strikes, lockouts orother industrial disturbances, riots, sabotage, insurrections or wars; and(v) governmental actions such as necessity for compliance with any courtorder, law, statute, ordinance, regulation, or policy having the effect of lawpromulgated by a governmental authority having jurisdiction.  Seller and Buyer shall make reasonableefforts to avoid the adverse impacts of a Force Majeure and to resolve theevent or occurrence once it has occurred in order to resume performance.

11.3.        Neither party shall be entitled to thebenefit of the provisions of Force Majeure to the extent performance isaffected by any or all of the following circumstances: (i) the curtailmentof interruptible or secondary Firm transportation unless primary, in-path, Firmtransportation is also curtailed; (ii) the party claiming excuse failed toremedy the condition and to resume the performance of such covenants orobligations with reasonable dispatch; or (iii) economic hardship, to include, without limitation, Seller’sability to sell Gas at a higher or more advantageous price than the ContractPrice, Buyer’s ability to purchase Gas at a lower or more advantageous pricethan the Contract Price, or a regulatory agency disallowing, in whole or inpart, the pass through of costs resulting from this Agreement; (iv) the loss ofBuyer’s market(s) or Buyer’s inability to use or resell Gas purchasedhereunder, except, in either case, as provided in Section 11.2; or (v) the lossor failure of Seller’s gas supply or depletion of reserves, except, in either case,as provided in Section 11.2.  Theparty claiming Force Majeure shall not be excused from its responsibility forImbalance Charges.

11.4.        Notwithstanding anything to the contraryherein, the parties agree that the settlement of strikes, lockouts or otherindustrial disturbances shall be within the sole discretion of the partyexperiencing such disturbance.

11.5.        The party whose performance is prevented byForce Majeure must provide Notice to the other party.  Initial Notice may be given orally; however, written Notice with reasonablyfull particulars of the event or occurrence is required as soon as reasonablypossible.  Upon providing written Noticeof Force Majeure to the other party, the affected party will be relieved of itsobligation, from the onset of the Force Majeure event, to make or acceptdelivery of Gas, as applicable, to the extent and for the duration of ForceMajeure, and neither party shall be deemed to have failed in such obligationsto the other during such occurrence or event.

11.6.        NotwithstandingSections 11.2 and 11.3, the parties may agree to alternative Force Majeureprovisions in a Transaction Confirmation executed in writing by both parties.

#### **SECTION 12.               TERM**

#### ThisContract may be terminated on 30 Day’s written Notice, but shall remain ineffect until the expiration of the latest Delivery Period of anytransaction(s).  The rights of eitherparty pursuant to Section 7.6 and Section 10, the obligations to make paymenthereunder, and the obligation of either party to indemnify the other, pursuanthereto shall survive the termination of the Base Contract or any transaction.

#### **SECTION 13.               LIMITATIONS**

#### FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDYOR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGESSHALL BE THE SOLE AND EXCLUSIVE REMEDY. A PARTY’S LIABILITY HEREUNDER SHALL BE LIMITED AS SET FORTH IN SUCHPROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY AREWAIVED.  IF NO REMEDY OR MEASURE OFDAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, A PARTY’S LIABILITYSHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, ANDALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED.  UNLESS EXPRESSLY HEREIN PROVIDED, NEITHERPARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY ORINDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BYSTATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE.  IT IS THE INTENT OF THE PARTIES THAT THELIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUTREGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANYPARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE ORPASSIVE. 

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#### TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDERARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT ORIMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY ISINCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLEAPPROXIMATION OF THE HARM OR LOSS.

#### **SECTION 14.               MISCELLANEOUS**

14.1.        ThisContract shall be binding upon and inure to the benefit of the successors,assigns, personal representatives, and heirs of the respective parties hereto,and the covenants, conditions, rights and obligations of this Contract shallrun for the full term of this Contract. No assignment of this Contract, in whole or in part, will be madewithout the prior written consent of the non-assigning party (and shall notrelieve the assigning party from liability hereunder), which consent will notbe unreasonably withheld or delayed; provided, either party may (i) transfer,sell, pledge, encumber, or assign this Contract or the accounts, revenues, orproceeds hereof in connection with any financing or other financialarrangements, or (ii) transfer its interest to any parent or affiliate byassignment, merger or otherwise without the prior approval of the otherparty.  Upon any such assignment, transferand assumption, the transferor shall remain principally liable for and shallnot be relieved of or discharged from any obligations hereunder.

14.2.        If anyprovision in this Contract is determined to be invalid, void or unenforceableby any court having jurisdiction, such determination shall not invalidate,void, or make unenforceable any other provision, agreement or covenant of thisContract.

14.3.        Nowaiver of any breach of this Contract shall be held to be a waiver of any otheror subsequent breach.

14.4.        ThisContract sets forth all understandings between the parties respecting eachtransaction subject hereto, and any prior contracts, understandings andrepresentations, whether oral or written, relating to such transactions aremerged into and superseded by this Contract and any effective transaction(s).  This Contract may be amended only by awriting executed by both parties.

14.5.        Theinterpretation and performance of this Contract shall be governed by the lawsof the jurisdiction as indicated on the Base Contract, excluding, however, anyconflict of laws rule which would apply the law of another jurisdiction.

14.6.        ThisContract and all provisions herein will be subject to all applicable and validstatutes, rules, orders and regulations of any governmental authority havingjurisdiction over the parties, their facilities, or Gas supply, this Contractor transaction or any provisions thereof.

14.7.        Thereis no third party beneficiary to this Contract.

14.8.        Eachparty to this Contract represents and warrants that it has full and completeauthority to enter into and perform this Contract.  Each person who executes this Contract onbehalf of either party represents and warrants that it has full and completeauthority to do so and that such party will be bound thereby.

14.9.        Theheadings and subheadings contained in this Contract are used solely forconvenience and do not constitute a part of this Contract between the partiesand shall not be used to construe or interpret the provisions of this Contract.

14.10.      Unlessthe parties have elected on the Base Contract not to make this Section 14.10applicable to this Contract, neither party shall disclose directly orindirectly without the prior written consent of the other party the terms ofany transaction to a third party (other than the employees, lenders, royaltyowners, counsel, accountants and other agents of the party, or prospectivepurchasers of all or substantially all of a party’s assets or of any rightsunder this Contract, provided such persons shall have agreed to keep such termsconfidential) except (i) in order to comply with any applicable law, order,regulation, or exchange rule, (ii) to the extent necessary for the enforcementof this Contract , (iii) to the extent necessary to implement any transaction,or (iv) to the extent such information is delivered to such third party for thesole purpose of calculating a published index. Each party shall notify the other party of any proceeding of which it isaware which may result in disclosure of the terms of any transaction (otherthan as permitted hereunder) and use reasonable efforts to prevent or limit thedisclosure.  The existence of thisContract is not subject to this confidentiality obligation.  Subject to Section 13, the parties shall beentitled to all remedies available at law or in equity to enforce, or seekrelief in connection with this confidentiality obligation.  The terms of any transaction hereunder shallbe kept confidential by the parties hereto for one year from the expiration ofthe transaction.

In the event that disclosure is required by agovernmental body or applicable law, the party subject to such requirement maydisclose the material terms of this Contract to the extent so required, butshall promptly notify the other party, prior to disclosure, and shall cooperate(consistent with the disclosing party’s legal obligations) with the other party’sefforts to obtain protective orders or similar restraints with respect to suchdisclosure at the expense of the other party.

14.11       The parties mayagree to dispute resolution procedures in Special Provisions attached to theBase Contract or in a Transaction Confirmation executed in writing by bothparties.

**DISCLAIMER:  **The purposes of this Contract are to facilitatetrade, avoid misunderstandings and make more definite the terms of contracts ofpurchase and sale of natural gas. Further, NAESB does not mandate the use of this Contract by anyparty.  **NAESBDISCLAIMS AND EXCLUDES, AND ANY USER OF THIS CONTRACT ACKNOWLEDGES AND AGREESTO NAESB’S DISCLAIMER OF, ANY AND ALL WARRANTIES, CONDITIONS ORREPRESENTATIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THISCONTRACT OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES ORCONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS ORSUITABILITY FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT NAESB KNOWS, HAS REASONTO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE),WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, ORBY COURSE OF DEALING.  EACH USER OF THISCONTRACT ALSO AGREES THAT UNDER NO CIRCUMSTANCES WILL NAESB BE LIABLE FOR ANYDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGESARISING OUT OF ANY USE OF THIS CONTRACT.**

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|  | TRANSACTION  CONFIRMATION | EXHIBIT A |
|--|---------------------------|-----------|

FOR IMMEDIATE DELIVERY

 
|        |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                         | Date:                                                             ,           |
|   | Transaction  Confirmation #: |
|   |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                   |

This TransactionConfirmation is subject to the Base Contract between Seller and Buyer dated                                        .The terms of this Transaction Confirmation are binding unless disputed inwriting within 2 Business Days of receipt unless otherwise specified in theBase Contract.
| **SELLER:**                                                                                                                                                                                                                                                                                                                                                                                                                      | ** **                                                                                                                                                                                                                                                   | **BUYER:**                                                                                                    |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                       | ** **                                                                                                                                                                                                                                                   | ** **                                                                                                    |
| Attn:                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                         | Attn:                                                                                                         |
| Phone:                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                         | Phone:                                                                                                        |
| Fax:                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         | Fax:                                                                                                          |
| Base Contract No.                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                         | Base Contract No.                                                                                             |
| Transporter:                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                         | Transporter:                                                                                                  |
| Transporter Contract Number:                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                         | Transporter Contract Number:                                                                                  |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Contract Price:  $            /MMBtu or                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         |
| Delivery Period:  Begin:                         ,        End:                     ,             |
|                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **Performance Obligation and Contract Quantity:**(Select  One)                                                                                                                                                                                                                                                                                                                                                                   |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Firm (Fixed Quantity):             MMBtus/day        ****o  EFP**                                                                                                                                                                                                                                                                    | **Firm (Variable Quantity):**            MMBtus/day  Minimum              MMBtus/day  Maximum subject to Section 4.2. at election of | **Interruptible:**

Up to              MMBtus/day |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                       | o  Buyer or o  Seller                                                                                                                                                                                                                                        | ** **                                                                                                    |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                       | ** **                                                                                                                                                                                                                                                   | ** **                                                                                                    |
| **Delivery Point(s):                                           **(If a pooling point is used, list a specific geographic and  pipeline location):                                                              |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Special Conditions:**                                                                                                                                                                                                                                                                                                                                                                                                          | ** **                                                                                                                                                                                                                                                   | ** **                                                                                                    |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                       | ** **                                                                                                                                                                                                                                                   | ** **                                                                                                    |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                       | ** **                                                                                                                                                                                                                                                   | ** **                                                                                                    |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                       | ** **                                                                                                                                                                                                                                                   | ** **                                                                                                    |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                       | ** **                                                                                                                                                                                                                                                   | ** **                                                                                                    |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                       | ** **                                                                                                                                                                                                                                                   | ** **                                                                                                    |
| Seller:                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                         | Buyer:                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         |                                                                                                          |
| By:                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                         | By:                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         |                                                                                                          |
| Title:                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                         | Title:                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         |                                                                                                          |
| Date:                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                         | Date:                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                              |                                                                                                               |  |  |  |  |  |

 

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**BP Canada Energy Marketing Corp.**

**1200, 240 - 4 Avenue S.W.**

**P.O. Box 200**

**Calgary, Alberta**

**T2P 2H8**

**Canada**

July 1, 2007

Millennium Ethanol, LLC

27283 – 447th Avenue

Marion, SD

57043

Attention:  Steve Domm

**Re:****                             AgencyAgreement, Energy Management & Consulting Services, LLC (“Party X”) asagent for Millennium Ethanol, LLC (“Party Y”)**

**Re:****                          BaseContract for Sale and Purchase of Natural Gas dated July 1, 2007 between BPCanada Energy Marketing Corp. (“BP Canada”) and Millennium Ethanol, LLC**

This letter agreement confirms that:

1.             Until BP Canada isotherwise notified in writing and in advance by Party Y, Party X is fullyauthorized to enter into and execute Transactions (as defined in theAgreement), as agent, on behalf of Party Y (including converting the ContractPrice to a Fixed Price from time to time in accordance with the provisions ofthe Agreement) and Party Y agrees that all such Transactions are and will bebinding on Party Y as if such Party had entered into the Transactions on itsown behalf.

2.             Until BP Canada isotherwise notified in writing and in advance, Party X is Party Y’s fullyauthorized agent to act on behalf of Party Y in all matters under theAgreement, including without limitation; all accounting, conduct of operations,requests or nomination for gas, the receipt and giving of all correspondence,notices, invoices and payments required or permitted under the Agreement.  Any reference to acts or obligations of PartyY in the Agreement shall, where the context requires, include Party X as PartyY’s agent.  For greater certainty, BPCanada shall be entitled to rely on all acts or omissions of Party X as havingbeen duly authorized by Party Y and same will be binding on and against Party Yas if such acts or omissions had been performed or omitted by Party Y itself.

3.             Any correspondence,notices, invoices or payments provided by BP Canada to, or covenants performedby BP Canada for the benefit of Party X, shall be deemed to have been providedin trust to and for the benefit of, Party Y.

4.             Party X shall beauthorized to agree to and execute any and all amendments to the Agreement asagainst BP Canada, these executions or elections will be binding on Party Y.

5.             Party X agrees thatany funds received from party Y in respect of the Agreement will be received byParty X in trust for BP Canada.

6.             Party Y will be, andremain, primarily liable for payment due to BP Canada for gas delivered underthe Agreement and any other payment obligations under the Agreement.  BP Canada will be entitled to look to, andenforce the Agreement against Party Y directly without having to look to PartyX first.

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Further, in the eventthat BP Canada does not receive payment when due, or if BP Canada, in its solediscretion, has concerns about Party X’s ability to pay, BP Canada may serveParty Y with written direction to pay BP Canada directly any and all amountsdue for gas delivered or to be delivered under the Agreement.  In that event, Party Y and Party X agree tobe bound by the Direction to Pay.

7.             Party Y indemnifiesand saves BP Canada harmless from any actions, losses or damages which may beincurred as a result of BP Canada’ reliance on the acts or omissions of party Xauthorized herein.

8.             During the term ofthis Agency, and until Party Y or Party X advises otherwise in writing, theaddress for service, notices and invoicing Party Y under the Agreement will beas indicated on the Contract noted above between BP Canada and Party Y.

9.             This Letter Agreementmay be executed in counterpart, no one copy of which need be executed by allparties.  When a counterpart has beenexecuted by each of the parties, all copies together shall constitute oneagreement and shall be a valid and binding agreement between the parties.

If you are inagreement with the foregoing, please execute all three signatory pages to thisLetter Agreement and return to our office. We will then forward a complete copy to each party for their records.
| Accepted and agreed to this                                                                                                                                                                                                                                            |   | Accepted and agreed to this                                                                                                                                                                                                                                                  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| day of                                           ,  2007. |   | day of                                            ,  2007. |
|                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                         |
| Millennium Ethanol, LLC                                                                                                                                                                                                                                                |   | Energy Management & Consulting Service, LLC                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                         |
| Per:                                                                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                         | Per: |   |   |
|                                                                                                                                                                                                                                                                        |        |                                                                                                                                                                                                                                                                              |  |  |  |

 

Accepted and agreed tothis              

day of                                           ,2007.

BP CanadaEnergy Marketing Corp.
| Per: |   |   |
|------|--------|--------|

 

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**SPECIAL PROVISIONS ATTACHED TO ANDFORMING PART OF**

**THE BASE CONTRACT FOR SALE ANDPURCHASE OF NATURAL GAS**

**dated July 1, 2007**

**by andbetween**

**BP Canada Energy Marketing Corp.**

**and**

**MillenniumEthanol, LLC**

### **Section 1. Purpose & Procedures**

Delete Section 1.3 and replace with the following:

“If a sending party’s Transaction Confirmation ismaterially different from the receiving party’s understanding of the agreementreferred to in Section 1.2, such receiving party shall notify the sending partyvia facsimile, EDI or mutually agreeable electronic means by the ConfirmDeadline, unless such receiving party has previously sent a TransactionConfirmation to the sending party.  Thefailure of the receiving party to so notify the sending party in writing by theConfirm Deadline constitutes the receiving party’s agreement to the terms ofthe transaction described in the sending party’s Transaction Confirmation.  If there are any material differences betweentimely sent Transaction Confirmations governing the same transaction, or if thereceiving party has timely objected to the terms of the sending party’sTransaction Confirmation, such transaction remains valid and the parties remainlegally bound thereby, however, both parties shall in good faith attempt toresolve such differences.  Once suchmaterial differences are resolved, the Confirming Party shall transmit awritten Transaction Confirmation to the other party, and such TransactionConfirmation shall be accepted (or disputed) pursuant to the provisions of thisSection 1.3.  The provisions of thisSection 1.3 may be repeated as many times as necessary to produce a writtenTransaction Confirmation that is accepted or deemed accepted by the receivingparty.  In the event of a conflict amongthe terms of (i) a binding Transaction Confirmation pursuant to Section1.2, (ii) the oral agreement of the parties (which may be evidenced by arecording of such transaction, oral testimony, data in a computer system, tradetickets, and/or notes), where the parties have selected the Oral TransactionProcedure of the Base Contract, (iii) the Base Contract, and(iv) these General Terms and Conditions, the terms of the items shallgovern in the priority listed in this sentence.”

**Section3. Performance Obligation**

Add the following asSection 3.5:

“Notwithstandinganything to the contrary in this Contract (including, without limitation,anything in Section 11 of this Contract), in the event (i) a transaction has aFirm performance obligation, and (ii) Seller is unable to sell and deliver the ContractQuantity for such transaction as a result of an event of Force Majeure or Buyeris unable to purchase and receive the Contract Quantity for such transaction asa result of an event of Force Majeure, and (iii) the Delivery Period for suchtransaction is at least one calendar Month, and (iv) the Contract Price is aFixed Price (as defined below), then (a) if the FOM Price (as defined below) isabove the Fixed Price, Seller shall pay Buyer for each MMBtu of Gas notdelivered and/or received the difference between the FOM Price and the FixedPrice, or (b) if the FOM Price is below the Fixed Price, Buyer shall pay Sellerfor each MMBtu of Gas not delivered and/or received the difference between theFixed Price and the FOM Price.  “FixedPrice” means, a Contract Price for a transaction that is expressed as a flatdollar amount (Fixed Price includes prices that were converted from anindex-based price to a flat dollar amount upon the mutual agreement of theparties or as a result of a party exercising a price option that resulted in amaximum price or a minimum price).  “FOMPrice” means the price per MMBtu, stated in the same currency as thetransaction subject to such Force Majeure event, for the first of the Monthdelivery, as published in the first issue of a publication commonly-accepted bythe natural gas industry (selected by the Seller in a commercially reasonablemanner) for the calendar Month of such Force Majeure event for the geographiclocation closest in proximity to the Delivery Point(s) for the relevant Dayadjusted for the basis differential between the Delivery Point(s) and suchpublished geographic location determined by the Seller in a commerciallyreasonable manner.”

**Section7. Billing, Payment and Audit**

In the firstsentence of Section 7.2 delete the words “the later of”.

In Section 7.7 addthe following after the words “subject to netting under this Section” at theend of the first sentence:  “providedfurther, however, that the party due payment under Section 7.3 may net all sumsdue thereunder against any amounts payable by it when making payments underSection 7.”

**Section10. Financial Responsibility**

Add the following as thethird paragraph of Section 10.3.1. “Early Termination Damages Apply”:

“TheNon-Defaulting Party shall also aggregate the costs that the Non-DefaultingParty incurs in liquidating and accelerating each Terminated Transaction, orotherwise settling obligations arising from the cancellation and termination ofeach Terminated Transaction, including brokerage fees, commissions, and othersimilar transaction costs and expenses reasonably incurred by theNon-Defaulting Party including costs associated with hedging its obligations,transaction costs associated with obtaining replacement suppliers or markets(e.g. brokerage fees, or other such payments), additional transmission costs,ancillary services

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costs and  like costs incurred in moving the replacementGas to or from the Delivery Point, and reasonable attorneys’ fees and otherreasonable litigation costs incurred in connection with enforcing its rightsunder this Agreement (collectively “Costs”) and such Costs shall be due to theNon-Defaulting Party.”

Delete the words “andwithout prior Notice to the Defaulting Party” in the second sentence of Section10.3.2 “Other Agreements Setoffs Apply”.

“Delete everythingafter the “(ii)” in the second sentence of Section 10.3.2. “Other AgreementsSetoffs Apply” and replace with the following: “(ii) any Net Settlement Amount payable to the Defaulting Party againstany amount(s) payable in Dollars or any other currency by the Defaulting Partyto the Non-Defaulting Party and/or its Affiliates under any other agreement orarrangement between the Defaulting Party and the Non-Defaulting Party and/orits Affiliates.  The obligations of theNon-Defaulting Party, the Non-Defaulting Party’s Affiliates, and the DefaultingParty under this Contract or otherwise in respect of such amounts shall bedeemed satisfied and discharged to the extent of any such set-off.  For this purpose, the amounts subject to theset-off may be converted at the applicable prevailing exchange rate into U.S.Dollars by the Non-Defaulting Party.  The Non-Defaulting Party will give the Defaulting Party Notice of anyset-off effected under this section provided that failure to give such noticeshall not affect the validity of the set-off. Nothing in this paragraph shall be deemed to create a charge or othersecurity interest.**The rightsprovided by this Section are in addition to and not in limitation of any otherright or remedy (including any right to set-off, counterclaim, or otherwisewithhold payment) to which a party may be entitled (whether by operation oflaw, contract or otherwise).** “Affiliate” means, in relation to any party,any entity controlled, directly or indirectly, by such party, any entity thatcontrols, directly or indirectly, such party or any entity directly orindirectly under common control with such party. For this purpose, “control” ofany entity or person means ownership of a majority of the voting power of theentity or person.  “Set-off” as usedherein means set-off, offset, combination of accounts, right of retention orwithholding or similar right or requirement to which the Non-Defaulting Partyis entitled or subject  to (whetherarising under this Contract, another contract, applicable law or otherwise)that is exercised by, or imposed on, the Non-Defaulting Party.”

Delete Section 10.5 inits entirety and replace with the following:

“The partiesspecifically agree that this Contract and all transactions pursuant hereto are “forwardcontracts” as such term is defined in the United States Bankruptcy Code andthat each party is a “forward contract merchant” as such term is defined in theUnited States Bankruptcy Code.  Eachparty further agrees that the other party is not a “utility” as such term isused in 11 U.S.C. Section 366, and each party agrees to waive and not to assertthe applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcyproceeding involving such party.  In addition,each party agrees that, for any Gas actually consumed (rather than resold) bysuch party, if Gas is not delivered pursuant to this Contract, the local gasdistribution utility for such party is the provider of last resort and cansupply such party’s Gas consumption needs.”

**Section11. Force Majeure**

Delete Section 11.4 in its entirety and replace withthe following:  “Notwithstanding anythingto the contrary in this Section 11, the parties agree that the settlement ofstrikes, lockouts, or other industrial disturbances shall be within thesole discretion of the party experiencing such disturbance; and further agreethat, upon the occurrence of any eventof Force Majeure, neither party shall be obligated to purchase or sell Gashereunder if such purchase or sale would result in material economic impact tosuch party under this Contract.”

Add as new Section 11.7, “Without restricting thegenerality of Section 14.3, if an event of Force Majeure occurs, theparty affected may, in its sole discretion and without notice to the otherparty, determine not to make a claim of Force Majeure and to waive its rightshereunder as they would apply to such event. Such determination or waiver shall not preclude the affected party fromclaiming Force Majeure in respect of any subsequent event, including any eventthat is substantially similar to the event in respect of which suchdetermination or waiver is made.”

**Section14. Miscellaneous**

Delete Section 14.3 in its entirety and replace with thefollowing:  “No waiver of any breach ofthis Contract, or delay, failure or refusal to exercise or enforce any rightsunder this Contract, shall be held to be a waiver of any other or subsequentbreach, or be construed as a waiver of any such right then existing or arisingin the future.”

Add the following as Section 14.12:

“This Contractshall be considered for all purposes as prepared through the joint efforts ofthe parties and shall not be construed against one party or the other as aresult of the manner in which this Contract was negotiated, prepared, draftedor executed.”

Add the following asSection 14.13:

“If any index usedto determine the price under a transaction ceases to be available, the partiesagree to promptly negotiate on a good faith basis a mutually satisfactory alternateprice or reference publication to take effect as of the date the prior index isunavailable.  If the parties cannot agreeon an alternative price or reference publication within thirty (30) days of theindex ceasing to be available, then the parties shall refer the matter tobinding arbitration.  Arbitration shallbe governed by the Federal

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Arbitration Act (9U.S.C. Section 1, et seq.) and conducted in accordance with the CommercialArbitration Rules of the American Arbitration Association.”

Add the following asSection 14.14:

“Each party willbe deemed to represent to the other party each time a transaction is enteredinto that:  (a) it is acting for its ownaccount, and it has made its own independent decisions to enter thattransaction and as to whether that transaction is appropriate or proper for itbased upon its own judgment and upon advice from such advisors as it has deemednecessary; (b) it is not relying on any communication (written or oral) of theother party as investment advice or as a recommendation to enter into thattransaction; it being understood that information and  explanations related to the terms andconditions of a transaction shall not be considered investment advice or arecommendation to enter into that transaction; (c) no communication (written ororal) received from the other party shall be deemed to be an assurance orguarantee as to the expected results of that transaction; (d) it is capable ofassessing the merits and understanding (on its own behalf or through independentprofessional advice), and understands and accepts, the terms, conditions andrisks of that transaction; (e) it is capable of assuming, and assumes, therisks of that transaction; and (f) the other party is not acting as a fiduciaryfor, or an advisor to, it in respect of that transaction.”
| **BP Canada Energy Marketing Corp.** | ** ** | **Millennium Ethanol, LLC** |
|--------------------------------------|------------|-----------------------------|
| ** **                           | ** ** | ** **                  |
| ** **                           | ** ** | ** **                  |
| ** **                           | ** ** | ** **                  |

 

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