EXECUTION
      COPY





**PURCHASE
      AND SALE AGREEMENT**




**Dated
      as of October 3, 2007**




**by
      and among**




**THE
      VARIOUS ENTITIES FROM TIME TO TIME PARTY HERETO,**




**as
      Originators,**




**STRATEGIC
      ENERGY, L.L.C.,**




**as
      Servicer,**




**and**




**STRATEGIC
      RECEIVABLES, LLC,**




**as
      Buyer**







TABLE
      OF CONTENTS




PAGE




ARTICLE
      I


AGREEMENT
      TO PURCHASE AND SELL




1.1
            Agreement
                To Purchase and Sell.
            21.2
            Timing
                of Purchases
            31.3
            Consideration
                for Purchases
            31.4
            Purchase
                and Sale Termination Date
            31.5
            Intention
                of the Parties
            3


ARTICLE
      II


CALCULATION
      OF PURCHASE PRICE




2.1
            Calculation
                of Purchase Price
            4


ARTICLE
      III


PAYMENT
      OF PURCHASE PRICE




3.1
            Contribution
                of Receivables and Initial Purchase Price Payment
            53.2
            Subsequent
                Purchase Price Payments.
            53.3
            Settlement
                as to Specific Receivables and Dilution
            63.4
            Reconveyance
                of Receivables
            73.5
            Letters
                of Credit
            7


ARTICLE
      IV


CONDITIONS
      OF PURCHASES




4.1
            Conditions
                Precedent to Initial Purchase
            94.2
            Certification
                as to Representations and Warranties
            10


ARTICLE
      V


REPRESENTATIONS
      AND WARRANTIES OF THE ORIGINATORS




5.1
            Organization
                and Good Standing
            115.2
            Due
                Qualification
            115.3
            Power
                and Authority; Due Authorization
            115.4
            Valid
                  Sale; Binding Obligations
            115.5
            No
                Violation
            125.6
            Proceedings
            125.7
            Bulk
                Sales Acts
            125.8
            Government
                Approvals.
            125.9
            Financial
                Condition
            125.10
            Licenses
                and Labor Controversies
            135.11
            Margin
                Regulations
            135.12
            Quality
                of Title
            135.13
            Accuracy
                of Information
            135.14
            Offices
            145.15
            Trade
                Names
            145.16
            Taxes
            145.17
            Compliance
                With Applicable Laws
            145.18
            Reliance
                on Separate Legal Identity
            155.19
            Investment
                Company
            155.20
            Security
                Interest
            155.21
            Consideration
            155.22
            Valid
                Contracts
            165.23
            Ordinary
                Course of Business
            16


ARTICLE
      VI


COVENANTS
      OF THE ORIGINATORS




6.1
            Affirmative
                Covenants
            166.2
            Reporting
                Requirements
            186.3
            Negative
                Covenants
            196.4
            Substantive
                Consolidation
            20


ARTICLE
      VII


ADDITIONAL
      RIGHTS AND OBLIGATIONS IN RESPECT OF THE RECEIVABLES




7.1
            Rights
                of the Buyer.
            227.2
            Responsibilities
                of the Originators
            227.3
            Further
                Action Evidencing Purchases
            237.4
            Application
                of Collections.
            23




ARTICLE
        VIII
 PURCHASE
        AND SALE TERMINATION EVENTS


-ii-







8.1
            Purchase
                and Sale Termination Events
            248.2
            Remedies
            24


ARTICLE
      IX


INDEMNIFICATION




9.1
            Indemnities
                by the Originators
            25


ARTICLE
      X


MISCELLANEOUS




10.1
            Amendments,
                Etc
            2610.2
            Notices,
                Etc
            2710.3
            No
                Waiver, Cumulative Remedies
            2710.4
            Binding
                Effect; Assignability
            2710.5
            Governing
                Law
            2810.6
            Costs,
                Expenses and Taxes
            2810.7
            Submission
                to Jurisdiction
            2810.8
            Waiver
                of Jury Trial
            2910.9
            Captions
                and Cross-References; Incorporation by Reference
            2910.10
            Execution
                in Counterparts
            2910.11
            Acknowledgment
                and Agreement.
            2910.12
            No
                Proceeding
            3010.13
            Limited
                Recourse
            30


ARTICLE
      XI


JOINDER
      OF ADDITIONAL ORIGINATORS




11.1
            Addition
                of New Originators
            30


EXHIBIT A
      - Form of Purchase Report


EXHIBIT B
      - Form of Company Note


EXHIBIT C
      - Form of Originator Assignment Certificate


EXHIBIT D
      - Office Locations


EXHIBIT E
      -  Trade Names


EXHIBIT F
      -  Form of Joinder Agreement












**PURCHASE
      AND SALE AGREEMENT**




THIS
      PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of
**October 3**, 2007, is among the various entities from time to
      time party hereto, each as an originator (each, an “Originator” and
      collectively, the “Originators”), Strategic Energy, L.L.C.,
      (“Strategic Energy”), as servicer under the Receivables Purchase
      Agreement described below (in such capacity, the “Servicer”), and
      Strategic Receivables, LLC, a Delaware limited liability company, as buyer
      (the
“Buyer”).




Definitions




Unless
      otherwise indicated, certain terms that are capitalized and used throughout
      this
      Agreement are defined in Exhibit I to the Receivables Purchase
      Agreement of even date herewith (as the same may be amended, restated, amended
      and restated, supplemented or otherwise modified from time to time, the
“Receivables Purchase Agreement”) among the Buyer, as Seller, the
      Servicer, the Conduit Purchasers party thereto, the Purchaser Agents party
      thereto, the financial institutions from time to time party thereto, as LC
      Participants and PNC Bank, National Association, as Administrator and as LC
      Bank.  All references herein to months are to calendar months unless
      otherwise expressly indicated.




Background




(a)           The
      Buyer is a special purpose limited liability company, all of the outstanding
      membership interests of which are owned by Strategic Energy.




(b)           The
      Originators generate Receivables in the ordinary course of their
      businesses.




(c)           The
      Originators, in order to finance their business, wish to sell Receivables and
      the Related Rights to the Buyer, and the Buyer is willing, on the terms and
      subject to the conditions set forth herein, to purchase Receivables and the
      Related Rights from the Originators.




(d)           The
      Originators and the Buyer intend this transaction to be a true sale of
      Receivables and the Related Rights by the Originators to the Buyer, providing
      the Buyer with the full benefits of ownership of the Receivables and the Related
      Rights, and the Originators and the Buyer do not intend the transactions
      hereunder to be, or for any purpose to be, characterized as a loan from the
      Buyer to the Originators.




(e)           The
      Buyer intends to transfer the Purchased Interest in the Receivables to the
      Purchasers, pursuant to the Receivables Purchase Agreement.




NOW,
      THEREFORE, in consideration of the premises and the mutual agreements herein
      contained, the sufficiency of which is hereby acknowledged, the parties hereto
      agree as follows:






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ARTICLE
      I




AGREEMENT
      TO PURCHASE AND SELL




1.1           Agreement
      To Purchase and Sell.




On
      the
      terms and subject to the conditions set forth in this Agreement (including
      Article IV), each Originator, jointly and severally, agrees to sell
      to the Buyer, and the Buyer agrees to purchase from each such Originator, from
      time to time on or after the Closing Date, but before the Purchase and Sale
      Termination Date, all of each such Originator’s right, title and interest in and
      to:




(a)           each
      Receivable of such Originator that existed and was owing to such Originator
      at
      the closing of such Originator’s business on September 30, 2007 (the “Cut-off
      Date”) (other than Receivables contributed pursuant to Section 3.1
      (the “Contributed Receivables”);




(b)           each
      Receivable created by such Originator from and including the Cut-off Date to
      and
      including the Purchase and Sale Termination Date;




(c)           all
      rights to, but not the obligations under, all Related Security;




(d)           all
      monies due or to become due with respect to any of the foregoing;




(e)           all
      books and records of such Originator related to any of the foregoing, and all
      rights, remedies, powers, privileges, title and interest of such Originator
      in
      each lock-box and related lock-box address and account (including, without
      limitation, all related Lock-Box Accounts) to which Collections are sent, all
      amounts on deposit therein, all certificates and instruments, if any, from
      time
      to time evidencing such accounts and amounts on deposit therein, and all related
      agreements between such Originator and each related account bank and Lock-Box
      Bank; and




(f)           all
      collections and other products and proceeds (as defined in the applicable UCC)
      of any of the foregoing  that are or were received by such Originator
      on or after the Cut-off Date, including, without limitation, all funds which
      either are received by such Originator, the Buyer or the Servicer from or on
      behalf of the Obligors in payment of any amounts owed (including, without
      limitation, invoice price, finance charges, interest and all other charges)
      in
      respect of Receivables, or are applied to such amounts owed by the Obligors
      (including, without limitation, insurance payments that such Originator, the
      Buyer or the Servicer applies in the ordinary course of its business to amounts
      owed in respect of any Receivable and net proceeds of sale or other disposition
      of repossessed goods or other collateral or property of the Obligors in respect
      of Receivables or any other Persons directly or indirectly liable for payment
      of
      such Receivables) ((a) through (f), collectively, the
“Collateral”).




All
      purchases and contributions hereunder are absolute and irrevocable and shall
      be
      made without recourse, but shall be made pursuant to, and in reliance upon,
      the
      representations,






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      2
      -





warranties
      and covenants of the Originators set forth in this Agreement and each other
      Transaction Document.  No obligation or liability to any Obligor on
      any Receivable is intended to be assumed by the Buyer hereunder, and any such
      assumption is expressly disclaimed.  The Buyer’s foregoing commitment
      to purchase Receivables and the proceeds and rights described in clauses
      (c) through (f) (collectively, the “Related Rights”) is herein
      called the “Purchase Facility.”




1.2           Timing
      of Purchases.




(a)           Closing
      Date Purchases.  Each Originator’s entire right, title and
      interest in (i) each Receivable that existed and was owing to such
      Originator at the Cut-off Date (other than Contributed Receivables),
      (ii) all Receivables created by such Originator from and including the
      Cut-off Date, to and including the Closing Date (other than Contributed
      Receivables) and (iii) all Related Rights automatically shall be deemed to
      have been sold to the Buyer on the Closing Date.




(b)           Regular
      Purchases.  After the Closing Date, until the Purchase and Sale
      Termination Date, each Receivable (and the Related Rights) created by each
      Originator shall be, and shall be deemed to have been sold to the Buyer
      immediately (and without further action) upon the creation of such
      Receivable.




1.3           Consideration
      for Purchases.




On
      the
      terms and subject to the conditions set forth in this Agreement, the Buyer
      agrees to make Purchase Price payments to each Originator and to reflect all
      contributions in accordance with Article III.




1.4           Purchase
      and Sale Termination Date.




The
      “Purchase and Sale Termination Date” shall be the earlier to occur of
      (a) the date of the termination of this Agreement pursuant to
Section 8.2 and (b) the Payment Date immediately following the
      day on which Originators shall have given notice to the Buyer at or prior to
      10:00 a.m. (New York City time) that the Originators desire to terminate this
      Agreement.




1.5           Intention
      of the Parties.




It
      is the
      express intent of the parties hereto that the transfers of the Receivables
      and
      Related Rights by each Originator to the Buyer, as contemplated by this
      Agreement be, and be treated as, sales or contributions, as applicable, and
      not
      as loans secured by the Receivables and Related Rights.  If, however,
      notwithstanding the intent of the parties, such transactions are deemed to
      be
      loans, each Originator hereby grants to the Buyer a first priority security
      interest in all of such Originator’s right, title and interest in and to (i) the
      Receivables and the Related Rights now existing and hereafter created by such
      Originator, (ii) all monies due or to become due and all amounts received with
      respect thereto, (iii)  all books and records of such Originator
      related to any of the foregoing, and all rights, remedies, powers, privileges,
      title and interest of such Originator in each lock-box and related lock-box
      address and account (including, without limitation, all related Lock-Box
      Accounts) to which Collections are sent, all amounts on deposit






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      3
      -





therein,
      all certificates and instruments, if any, from time to time evidencing such
      accounts and amounts on deposit therein, and all related agreements between
      such
      Originator and each related account bank and Lock-Box Bank and (iv) all proceeds
      and products of any of the foregoing, to secure all of such Originator’s
      obligations hereunder.






**ARTICLE
      II**




**CALCULATION
      OF PURCHASE PRICE**




2.1           Calculation
      of Purchase Price.




On
      the
      Closing Date and on each Monthly Settlement Date, the Servicer shall deliver
      to
      the Buyer and the Originators a report in substantially the form of
Exhibit A (each such report being herein called a “Purchase
      Report”) with respect to the matters set forth therein and the Buyer’s
      purchases of Receivables from the Originators:




(a)           that
      are to be made on the Closing Date (in the case of the Purchase Report to be
      delivered on the Closing Date), or




(b)           that
      were made during the period commencing on the Monthly Settlement Date
      immediately preceding such Monthly Settlement Date to (but not including) such
      Monthly Settlement Date (in the case of each subsequent Purchase
      Report).




The
      “Purchase Price” (to be paid to the Originators in accordance with the
      terms of Article III) for the Receivables and the Related Rights
      that are purchased hereunder from the Originators shall be determined in
      accordance with the following formula:




PP           =           OB
      x FMVD




where:




PP
            =
            Purchase
                Price for each Receivable as calculated on the relevant Payment
                Date.




OB
            =
            The
                Outstanding Balance of such Receivable on the relevant Payment
                Date.




FMVD
            =
            Fair
                Market Value Discount, as measured on such Payment Date, which is
                equal to
                the quotient (expressed as percentage) of (a) one divided by
                (b) the sum of (i) one, plus (ii) the product of
                (A) the Prime Rate on such Payment Date plus .25% and (B) a
                fraction, the numerator of which is the Days’ Sales Outstanding
                (calculated as of the last day of the Settlement Period next preceding
                such Payment Date) and the denominator of which is
                365.






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      4
      -





“Payment
                Date” means (i) the Closing Date and (ii) each Business Day
                thereafter that the Originators are open for
                business.




“Prime
      Rate” means a perannum rate equal to the “Prime Rate” as
      published in the “Money Rates” Section of The Wall Street Journal or, if
      such rate ceases to be published in The Wall Street Journal, such other
      publication as determined by the Administrator in its sole
      discretion.






**ARTICLE
      III**




**PAYMENT
      OF PURCHASE PRICE**




3.1           Contribution
      of Receivables and Initial Purchase Price Payment.




(a)           On
      the Closing Date, the Originator Strategic Energy shall, and hereby does,
      contribute to the capital of the Buyer either cash or Receivables and Related
      Rights with respect thereto consisting of each Receivable of the Originator
      Strategic Energy that existed and was owing to it on the Closing Date beginning
      with the oldest of such Receivables and continuing chronologically thereafter
      such that the aggregate Outstanding Balance of all such Contributed Receivables
      and such cash shall be at least equal to $10,000,000.  The Buyer shall
      reflect a capital contribution on its books and records from Strategic Energy,
      as Originator, contributing such Receivables or cash.  The value of
      any such capital contribution consisting of Receivables and Related Rights
      shall
      be calculated using the formula set forth in the Purchase Price.




(b)           On
      the terms and subject to the conditions set forth in this Agreement, the Buyer
      agrees to pay to each Originator the Purchase Price for the purchase to be
      made
      from such Originator on the Closing Date partially in cash (in an amount to
      be
      agreed between the Buyer and such Originator and set forth in the initial
      Purchase Report) and partially by issuing a promissory note in the form of
      Exhibit B to such Originator with an initial principal balance equal
      to the remaining Purchase Price (each promissory note, as it may be amended,
      supplemented, indorsed or otherwise modified from time to time, together with
      all promissory notes issued from time to time in substitution therefor or
      renewal thereof in accordance with the Transaction Documents, herein called
      a
“Company Note”) or by causing the LC Bank to issue one or more Letters of
      Credit pursuant to the terms of this Article III and the Receivables
      Purchase Agreement, as more fully described below.




3.2           Subsequent
      Purchase Price Payments.




On
      each
      Payment Date subsequent to the Closing Date, on the terms and subject to the
      conditions set forth in this Agreement, the Buyer shall pay to each Originator
      the Purchase Price for the Receivables generated by such Originator on such
      Payment Date:




(a)           First,
      the Purchase Price shall be paid in cash to the extent the Buyer has cash
      available therefor and/or if requested by such Originator, in consideration
      for
      causing the LC Bank to issue one or more Letters of Credit on the terms and
      subject to the conditions of this Article III and the Receivables
      Purchase Agreement; and






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      5
      -





(b)           Second,
      to the extent any portion of the Purchase Price remains unpaid, the principal
      amount outstanding under the Company Note issued to such Originator shall be
      increased by an amount equal to such remaining Purchase Price.




The
      Servicer shall make all appropriate record keeping entries with respect to
      the
      Company Note or otherwise to reflect the foregoing payments and reductions,
      and
      the Servicer’s books and records shall constitute rebuttable presumptive
      evidence of the principal amount of, and accrued interest on, the Company Note
      at any time.  Furthermore, the Servicer shall hold each Company Note
      for the benefit of the relevant Originator.  Each Originator hereby
      irrevocably authorizes the Servicer to mark the Company Note “CANCELLED” and to
      return such Company Note to the Buyer upon the final payment thereof after
      the
      occurrence of the Purchase and Sale Termination Date.




In
      the
      event that such Originator requests that any purchases be paid for by issuance
      of a Letter of Credit, such Originator shall on a timely basis provide the
      Buyer
      with such information as is necessary for the Buyer to obtain such Letter of
      Credit from the LC Bank. Such Originator shall have no reimbursement or recourse
      obligations in respect of any Letter of Credit.




3.3           Settlement
      as to Specific Receivables and Dilution.




(a)           If,
      on the day of purchase or contribution of any Receivable from any Originator
      hereunder, any of the representations or warranties set forth in Sections 5.4and 5.12 are not true with respect to such Receivable or as a result
      of any action or inaction of such Originator, on any day, any of such
      representations or warranties set forth in Sections 5.4 and 5.12
      is no longer true with respect to such a Receivable, then the Purchase Price
      (or
      in the case of a Contributed Receivable, the Outstanding Balance of such
      Receivable (the “Contributed Value”)), with respect to such Receivable
      shall be reduced by an amount equal to the Outstanding Balance of such
      Receivable and shall be accounted to such Originator as provided in
subsection (c) below; provided, that if the Buyer thereafter
      receives payment on account of Collections due with respect to such Receivable,
      the Buyer shall promptly deliver such funds to such Originator on the next
      Monthly Settlement Date.




(b)           If,
      on any day, the Outstanding Balance of any Receivable purchased or contributed
      hereunder is reduced or adjusted as a result of any defective, rejected,
      returned goods or services, or any discount or other adjustment made by any
      Originator, the Buyer or the Servicer or any setoff or dispute between any
      Originator or the Servicer and an Obligor as indicated on the books of the
      Buyer
      (or, for periods prior to the Closing Date, the books of any Originator), then
      the Purchase Price or Contributed Value, as the case may be, with respect to
      such Receivable shall be reduced by the amount of such net reduction and shall
      be accounted to such Originator as provided in subsection (c)
      below.




(c)           Any
      reduction in the Purchase Price (or Contributed Value) of any Receivable
      pursuant to subsection (a) or (b) above shall be applied on
      the next Monthly Settlement Date as a credit for the account of the Buyer
      against the Purchase Price of Receivables subsequently purchased by the Buyer
      from any Originator hereunder;








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      6
      -





provided,
      however, if there have been no purchases of Receivables from such
      Originator (or insufficiently large purchases of Receivables) to create a
      Purchase Price sufficient to so apply such credit against, the amount of such
      credit




(i)           shall
      be paid in cash to the Buyer by such Originator by depositing in immediately
      available funds into the relevant Lock-Box Account for application by the
      Servicer to the same extent as if Collections of the applicable Receivable
      in
      such amount had actually been received on such date, or




(ii)           shall
      be deemed to be a payment under, and shall be deducted from the principal amount
      outstanding under, the Company Note payable to such Originator;




provided,
      further, that at any time (y) when a Termination Event or Unmatured
      Termination Event exists under the Receivables Purchase Agreement or (z) on
      or after the Purchase and Sale Termination Date, the amount of any such credit
      shall be immediately paid by such Originator to the Buyer by deposit in
      immediately available funds into the relevant Lock-Box Account for application
      by the Servicer to the same extent as if Collections of the applicable
      Receivable in such amount had actually been received on such date.




(d)           Each
      Purchase Report (other than the Purchase Report delivered on the Closing Date)
      shall include, in respect of the Receivables previously generated by each
      Originator (including Contributed Receivables), a calculation of the aggregate
      reductions described in subsection (a) or (b) relating to
      such Receivables since the last Purchase Report delivered hereunder, as
      indicated on the books of the Buyer (or, for such period prior to the Closing
      Date, the books of such Originator).




3.4           Reconveyance
      of Receivables.




In
      the
      event that any Originator has paid to the Buyer the full Outstanding Balance
      of
      any Receivable pursuant to Section 3.3, the Buyer shall reconvey
      such Receivable to such Originator, without representation or warranty, but
      free
      and clear of all liens, security interests, charges, and encumbrances created
      by
      the Buyer.




3.5           Letters
      of Credit.




(a)           Upon
      the request of the Servicer (acting as agent for each Originator as described
      in
      subsection (b) below) and in accordance with Section 3.2, and on the
      terms and subject to the conditions for issuing Letters of Credit under the
      Receivables Purchase Agreement (including any limitations therein on the amount
      of any such issuance), the Buyer agrees to cause the LC Bank to issue, on the
      Payment Dates specified by the Servicer (on behalf of such Originator), Letters
      of Credit on behalf of the Buyer (and, if applicable, on behalf of, or for
      the
      account of, any Originator in favor of such beneficiaries as such Originator
      may
      elect).  The aggregate stated amount of the Letters of Credit being
      issued on any Payment Date on behalf of such Originator shall constitute a
      credit against the aggregate Purchase Price payable by the Buyer to such
      Originator on such Payment Date pursuant to Section 3.2.  To
      the extent that the aggregate stated




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      7
      -


amount
      of
      the Letters of Credit being issued on any Payment Date exceeds the aggregate
      Purchase Price payable by the Buyer on such Payment Date, such excess shall
      be
      deemed to be a reduction in the outstanding principal balance of (and, to the
      extent necessary, the accrued but unpaid interest on) the Company Note payable
      to such Originator.  The aggregate stated amount of Letters of Credit
      to be issued on any Payment Date shall not exceed the sum of the aggregate
      Purchase Price payable on such Payment Date to such Originator plus the
      aggregate outstanding principal balance of and accrued but unpaid interest
      on
      the Company Note payable to such Originator on such Payment Date.  In
      the event that any such Letter of Credit issued (i) expires or is cancelled
      or
      otherwise terminated with all or any portion of its stated amount undrawn,
      (ii)
      has its stated amount decreased (for a reason other than a drawing having been
      made thereunder) or (iii) the Buyer’s Reimbursement Obligation in respect
      thereof is reduced for any reason other than by virtue of a payment made in
      respect of a drawing thereunder, then an amount equal to such undrawn amount
      or
      such reduction, as the case may be, shall either be paid in cash to such
      Originator(s) on the next Payment Date or, if the Buyer does not then have
      cash
      available therefor, shall be deemed to be added to the outstanding principal
      amount of the Company Note issued to such Originator.  Under no
      circumstances shall any Originator have any reimbursement or recourse
      obligations in respect of any Letter of Credit.




(b)           Each
      Originator appoints the Servicer as its agent (on which appointment the Buyer,
      the Administrator, Purchaser Agents, the LC Participants, the LC Bank and the
      Conduit Purchasers may rely until such Originator provides contrary written
      notice to all of such Persons) to act on such Originator’s behalf to take all
      actions and to make all decisions in respect of the issuance, amendment and
      administration of the Letters of Credit, including, without limitation, requests
      for the issuance and extension of Letters of Credit and the allocation of the
      stated amounts of Letters of Credit against Purchase Price owed to particular
      Originators and against Company Notes issued to particular
      Originators.  In the event that the Servicer requests a Letter of
      Credit hereunder, the Servicer shall on a timely basis provide the Buyer with
      such information as is necessary for the Buyer to obtain such Letter of Credit
      from the LC Bank, and shall notify the relevant Originators, the Buyer and
      the
      Administrator of the allocations described in the preceding
      sentence.  Such allocations shall be binding on the Buyer and each
      Originator.




(c)           Each
      Originator agrees to be bound by the terms of each Letter of Credit Application
      referenced in the Receivables Purchase Agreement and by the LC Bank’s
      interpretations of any Letter of Credit issued for the Buyer and by the LC
      Bank’s written regulations and customary practices relating to letters of
      credit.





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      8
      -





**ARTICLE
      IV**





**CONDITIONS
      OF PURCHASES**





4.1           Conditions
      Precedent to Initial Purchase.




The
      initial purchase hereunder is subject to the condition precedent that the Buyer
      shall have received, on or before the Closing Date, the following, each (unless
      otherwise indicated) dated the Closing Date, and each in form and substance
      satisfactory to the Buyer:




(a)           An
      Originator Assignment Certificate in the form of Exhibit C from each
      Originator, duly completed, executed and delivered by each such
      Originator;




(b)           A
      copy of the resolutions of the Board of Directors or members or managers, as
      the
      case may be, of each Originator approving the Transaction Documents to be
      delivered by it and the transactions contemplated hereby and thereby, certified
      by the Secretary or Assistant Secretary of each such Originator;




(c)           Good
      standing certificates for each Originator issued as of a recent date acceptable
      to the Servicer by the Secretary of State (or similar official) of the
      jurisdiction of each such Originator’s organization and the jurisdiction where
      each such Originator’s chief executive office is located;




(d)           
      A certificate of the Secretary or Assistant Secretary of each Originator
      certifying the names and true signatures of the officers authorized on such
      Person’s behalf to sign the Transaction Documents to be delivered by it (on
      which certificate the Servicer and the Buyer may conclusively rely until such
      time as the Servicer shall receive from such Person a revised certificate
      meeting the requirements of this subsection (d));




(e)           The
      certificate of incorporation or certificate of formation or other organizational
      document of each Originator (including all amendments and modifications
      thereto), duly certified by the Secretary of State of the jurisdiction of such
      Originator’s incorporation or organization as of a recent date acceptable to the
      Administrator and the by-laws or limited liability company agreement (including
      all amendments and modifications thereto), as applicable, of such Originator,
      in
      each case duly certified by the Secretary or an Assistant Secretary of such
      Originator;




(f)           (i)
      Proper financing statements (Form UCC-1) naming each Originator as the
      debtor/seller and the Buyer as the secured party/purchaser, and (ii) the
      proper financing statement amendments (Form UCC-3) which name the Administrator
      as the assignee of the Buyer, as may be necessary or, in the Servicer’s or the
      Administrator’s opinion, desirable, under the UCC of all appropriate
      jurisdictions to perfect the Buyer’s ownership interest in all Receivables and
      such other rights, accounts, instruments and moneys (including, without
      limitation, the Related Rights) in which an ownership or security interest
      may
      be assigned to it hereunder;




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(g)           A
      written search report from a Person satisfactory to the Administrator listing
      all effective financing statements that name each Originator as debtor or seller
      and that are filed in all jurisdictions in which filings could be effectively
      made, together with copies of such financing statements (none of which, except
      for those (i) described in the foregoing subsection (f), or
      (ii) as to which proper financing statements (Form UCC-3), duly executed
      and suitable for filing under the UCC of all jurisdictions that the
      Administrator may deem necessary or desirable to release all security interests
      and other rights of any Person in the Receivables or Related Rights granted
      by
      such Originator to such Person have been received by the Administrator, shall
      cover any Receivable or any Related Rights which are to be sold or contributed
      to the Buyer hereunder), and tax and judgment lien search reports (including,
      without limitation, ERISA lien searches) from a Person satisfactory to the
      Administrator showing no evidence of any such liens filed against such
      Originator;




(h)           Favorable
      opinions of Sidley Austin LLP and Babst, Calland, Clements, Zomnir PC, counsel
      to the Originators, each in form and substance satisfactory to the
      Administrator;




(i)           A
      Company Note in favor of each Originator, duly executed by the Buyer;
      and




(j)           A
      certificate from a Responsible Officer of each Originator to the effect that
      the
      Servicer and such Originator have placed on the most recent, and have taken
      all
      steps reasonably necessary to ensure that there shall be placed on each
      subsequent, data processing report that it generates which are of the type
      that
      a proposed purchaser or lender would use to evaluate the Receivables, the
      following legend (or the substantive equivalent thereof): “THE RECEIVABLES
      DESCRIBED HEREIN HAVE BEEN SOLD TO STRATEGIC RECEIVABLES, LLC PURSUANT TO A
      PURCHASE AND SALE AGREEMENT, DATED AS OF OCTOBER 3, 2007, AS AMENDED, AMONG
      THE
      ORIGINATORS (AS DEFINED THEREIN) AND STRATEGIC RECEIVABLES, LLC; AND AN
      UNDIVIDED, FRACTIONAL OWNERSHIP INTEREST IN THE RECEIVABLES DESCRIBED HEREIN
      HAS
      BEEN SOLD TO CERTAIN PURCHASERS PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT,
      DATED AS OF OCTOBER 3, 2007, AS AMENDED, AMONG STRATEGIC ENERGY, L.L.C., AS
      THE
      SERVICER, STRATEGIC RECEIVABLES, LLC, AS THE SELLER, THE CONDUIT PURCHASERS
      PARTY THERETO, THE PURCHASER AGENTS PARTY THERETO, THE FINANCIAL INSTITUTIONS
      FROM TIME TO TIME PARTIES THERETO, AS LC PARTICIPANTS AND PNC BANK, NATIONAL
      ASSOCIATION, AS ADMINISTRATOR AND AS LC BANK.”




4.2           Certification
      as to Representations and Warranties.




Each
      Originator, by accepting the Purchase Price related to each purchase of
      Receivables generated by such Originator, shall be deemed to have certified
      that
      the representations and warranties contained in Article V are true and
      correct on and as of such day, with the same effect as though made on and as
      of
      such day.




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**ARTICLE
      V**




**REPRESENTATIONS
      AND WARRANTIES OF THE ORIGINATORS**




In
      order
      to induce the Buyer to enter into this Agreement and to make purchases and
      accept contributions hereunder, each Originator hereby jointly and severally
      makes, the representations and warranties set forth in this Article
      V.




5.1           Organization
      and Good Standing.




Such
      Originator has been duly organized and is validly existing as a corporation
      or
      limited liability company, as the case may be, in good standing under the laws
      of the state of its organization, with power and authority to own its properties
      and to conduct its business as such properties are presently owned and such
      business is presently conducted.




5.2           Due
      Qualification.




Such
      Originator is duly licensed and in good standing in the jurisdiction where
      its
      chief executive office is located and is qualified to do business as a foreign
      corporation or limited liability company, as the case may be, in good standing
      in all other jurisdictions in which the failure to be so licensed or qualified
      could reasonably be expected to have a Material Adverse Effect.




5.3           Power
      and Authority; Due Authorization.




Such
      Originator has (a) all necessary power, authority and legal right
      (i) to execute and deliver, and perform its obligations under, each
      Transaction Document (and Joinder Agreement (as defined below), as applicable)
      to which it is a party and (ii) to generate, own, sell, contribute and
      assign Receivables on the terms and subject to the conditions herein and in
      the
      other Transaction Documents, as applicable, provided; and (b) duly
      authorized such execution and delivery and such sale, contribution and
      assignment and the performance of such obligations by all necessary
      action.




5.4           Valid
      Sale; Binding Obligations.




Each
      sale
      or contribution, as the case may be, made by such Originator pursuant to this
      Agreement shall constitute a valid sale or contribution, as the case may be,
      transfer, and assignment of Receivables to the Buyer, enforceable against
      creditors of, and purchasers from, such Originator; and this Agreement (and
      a
      Joinder Agreement, if applicable) constitutes, and each other Transaction
      Document to be signed by such Originator, when duly executed and delivered,
      will
      constitute, a legal, valid, and binding obligation of such Originator,
      enforceable in accordance with its terms, except as enforceability may be
      limited by bankruptcy, insolvency, reorganization, or other similar laws
      affecting the enforcement of creditors’ rights generally and by general
      principles of equity, regardless of whether such enforceability is considered
      in
      a proceeding in equity or at law.






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5.5           No
      Violation.




The
      consummation of the transactions contemplated by this Agreement (and a Joinder
      Agreement, if applicable) and the other Transaction Documents and the
      fulfillment of the terms hereof or thereof, will not (a) conflict with,
      result in any breach of any of the terms and provisions of, or constitute (with
      or without notice or lapse of time) a default under (i) any of such
      Originator’s certificate of incorporation or articles of incorporation,
      certificate of formation,  by-laws, limited liability company
      agreement or any other organizational document of such Originator or
      (ii) any indenture, loan agreement, mortgage, deed of trust, or other
      material agreement or material instrument to which it is a party or by which
      it
      is bound, (b) result in the creation or imposition of any Adverse Claim
      upon any of its properties pursuant to the terms of any such indenture, loan
      agreement, mortgage, deed of trust, or other agreement or instrument, other
      than
      the Transaction Documents, or (c) violate any law or any order, rule or
      regulation applicable to it of any court or of any state or foreign regulatory
      body, administrative agency, or other governmental instrumentality having
      jurisdiction over it or any of its properties.




5.6           Proceedings.




There
      is
      no action, suit, proceeding or investigation pending before any court,
      regulatory body, arbitrator, administrative agency, or other tribunal or
      governmental instrumentality (a) asserting the invalidity of this Agreement
      (and a Joinder Agreement, if applicable) or any other Transaction Document,
      (b) seeking to prevent (i) the issuance of the related Originator
      Assignment Certificate or the consummation of any of the transactions
      contemplated by this Agreement (and a Joinder Agreement, if applicable) or
      any
      other Transaction Document or (ii) such Originator from transferring any
      Receivable or Related Rights to the Buyer hereunder or (c) seeking any
      determination or ruling that could be reasonably expected to have a Material
      Adverse Effect.




5.7           Bulk
      Sales Acts.




No
      transaction contemplated hereby requires compliance with, or will be subject
      to
      avoidance under, any bulk sales act or similar law.




5.8           Government
      Approvals.




Except
      for the filing of the UCC financing statements referred to in
Article IV, all of which, at the time required in Article IV,
      shall have been duly made and are in full force and effect, no authorization
      or
      approval or other action by, and no notice to or filing with, any governmental
      authority or regulatory body is required for such Originator’s due execution,
      delivery and performance of this Agreement (and a Joinder Agreement, if
      applicable) or any other Transaction Document  to which it is a
      party.




5.9           Financial
      Condition.




(a)           Material
      Adverse Effect.  Since June 30, 2007, no event has occurred that
      has had, or is reasonably likely to have, a Material Adverse
      Effect.






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(b)           Solvent.  On
      the date hereof, and on the date of each purchase hereunder (both before and
      after giving effect to such purchase) such Originator shall be
      Solvent.




5.10           Licenses
      and Labor Controversies.




(a)           No
      Originator has failed to obtain any licenses, permits, franchises or other
      governmental authorizations necessary to the ownership of its properties or
      to
      the conduct of its business, which violation or failure to obtain would be
      reasonably likely to have a Material Adverse Effect.




(b)           There
      are no labor controversies pending or overtly threatened against such Originator
      that have or are reasonably likely to have a Material Adverse
      Effect.




5.11           Margin
      Regulations.




No
      use of
      any funds acquired by any Originator under this Agreement will conflict with
      or
      contravene any of Regulations T, U and X promulgated by the Federal Reserve
      Board from time to time.




5.12           Quality
      of Title.




(a)           Each
      Receivable of such Originator (together with the Related Rights with respect
      to
      such Receivable) which is to be sold to the Buyer hereunder is owned by such
      Originator, free and clear of any Adverse Claim, except as provided herein
      and
      in the Receivables Purchase Agreement.  Whenever the Buyer makes a
      purchase or accepts a contribution hereunder, it shall have acquired and shall
      continue to have maintained a valid and perfected ownership interest (free
      and
      clear of any Adverse Claim) in all Receivables generated by such Originator
      and
      all Collections related thereto, and in such Originator’s entire right, title
      and interest in and to the Related Rights with respect thereto.




(b)           No
      effective financing statement or other instrument similar in effect covering
      any
      Receivable or any Related Rights is on file in any recording office except
      such
      as may be filed in favor of the Buyer or the Administrator, as the case may
      be,
      in accordance with this Agreement, or in favor of the Administrator, in
      accordance with the Receivables Purchase Agreement.




(c)           Unless
      otherwise identified to the Buyer on the date of the purchase or contribution
      hereunder, each Receivable of such Originator purchased by or contributed to
      the
      Buyer hereunder is on the date of purchase or contribution, an Eligible
      Receivable.




5.13           Accuracy
      of Information.




All
      factual written information heretofore or contemporaneously furnished (and
      prepared) by such Originator to the Buyer, the Administrator, any Purchaser
      Agent or any Purchaser for purposes of or in connection with this Agreement
      (and
      a Joinder Agreement, if applicable), any other Transaction Document or any
      transaction contemplated hereby or thereby






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is,
      and
      all other such factual written information hereafter furnished  (and
      prepared) by such Originator to the Buyer, the Administrator, any Purchaser
      Agent or any Purchaser pursuant to or in connection with this Agreement (and
      a
      Joinder Agreement, if applicable) or any Transaction Document will be, taken
      as
      a whole, true and accurate in every material respect on the date as of which
      such information is dated or certified.




5.14           Offices.




Such
      Originator’s principal place of business, chief executive office and
      jurisdiction of organization is located at the address specified in
Exhibit D (or at such other locations, notified to the Servicer and
      the Administrator in accordance with Section 6. l(f), in
      jurisdictions where all action required bySection 7.3 has been taken and
      completed), and the offices where such Originator keeps all its books, records
      and documents evidencing its Receivables, the related Contracts, the Related
      Rights and all other agreements related to such Receivables are located at
      the
      addresses specified in Exhibit D (or at such other locations,
      notified to the Servicer and the Administrator in accordance with
Section 6. l(f)), in jurisdictions where all action required by
Section 7.3 has been taken and completed).




5.15           Trade
      Names.




Such
      Originator does not use any trade name other than its actual organizational
      name
      and the trade names set forth in Exhibit E (or such other trade
      names, notified to the Servicer and the Administrator in accordance with
Section 6. l(f)).  From and after the date that fell five
      (5) years before the date hereof, except as set forth in Exhibit E(or such other trade names, notified to the Servicer and the Administrator
      in accordance with Section 6.l(f), such Originator has not been
      known by any legal name other than its organizational name as of the date
      hereof, nor has any Originator been the subject of any merger or other
      organizational reorganization.




5.16           Taxes.




Such
      Originator has filed all tax returns and reports required by law to have been
      filed by it and has paid all taxes and governmental charges thereby shown to
      be
      owing, except any such taxes or charges which are being diligently contested
      in
      good faith by appropriate proceedings and for which adequate reserves in
      accordance with generally accepted accounting principles, consistently applied,
      shall have been set aside on its books.




5.17           Compliance
      With Applicable Laws.




Such
      Originator is in compliance with the requirements of all applicable laws, rules,
      regulations and orders of all governmental authorities, a breach of any of
      which, individually or in the aggregate, would be reasonably likely to have
      a
      Material Adverse Effect.






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5.18           Reliance
      on Separate Legal Identity.




Such
      Originator acknowledges that the Purchasers and the Administrator are entering
      into the Receivables Purchase Agreement in reliance upon the Buyer’s identity as
      a legal entity separate from each such Originator.




5.19           Investment
      Company.




Such
      Originator is neither an “investment company,” nor a company “controlled” by an
“investment company” within the meaning of the Investment Company Act of 1940,
      as amended.




5.20           Security
      Interest.




As
      more
      fully set forth in Section 1.5, it is the express intent of the parties
      that the transfers of the Receivables and Related Rights by the Originators
      be
      treated as sales or contributions, and not as loans secured by the Collateral,
      but that if, notwithstanding the intent of the parties, such transfers are
      deemed to be loans, a security interest be granted in such assets. This
      Agreement accordingly hereby creates a valid and continuing security interest
      (as defined in the applicable UCC) in the Collateral in favor of the Buyer,
      which security interest is prior to all other Adverse Claims, and is enforceable
      as such against creditors of and purchasers from the Originators.  The
      Collateral constitutes “accounts”, “general intangibles” or “tangible chattel
      paper” within the meaning of the applicable UCC and constitutes other assets
      described in Section 1.1 which do not fall within such quoted
      terms.  The Originators own and have good and marketable title to the
      Collateral free and clear of any Adverse Claim.  The Originators have
      caused or will have caused, within ten (10) days, the filing of all appropriate
      UCC financing statements in the proper filing offices in the appropriate
      jurisdictions under applicable law, rules and regulations in order to perfect
      the security interest in the Collateral granted to the Buyer
      hereunder.  Other than the transfer made and the security interest
      granted to the Buyer pursuant to this Agreement, the Originators have not
      pledged, assigned, sold, granted a security interest in, or otherwise conveyed
      any of the Collateral.  The Originators have not authorized the filing
      of and the Originators are not aware of any UCC financing statements against
      them that included a description of collateral covering the Collateral other
      than any UCC financing statement relating to the transfer made or the security
      interest granted to the Buyer hereunder or that has been
      terminated.  No Responsible Officer of any of the Originators is aware
      of any judgment or tax lien filings against any of the Originators.




5.21           Consideration.




With
      respect to each Receivable contributed to the Buyer hereunder: (i) the
      Buyer has given reasonably equivalent value to the applicable Originator in
      consideration, (ii) such contribution was not made for or on account of an
      antecedent debt, and (iii) such contribution is not voidable under any
      section of the Bankruptcy Code.






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5.22           Valid
      Contracts.




Each
      Contract with respect to each Receivable contributed or sold hereunder is
      effective to create, and has created, a legal, valid and binding obligation
      of
      the related Obligor to pay the Outstanding Balance of the Receivable created
      thereunder and any accrued interest thereon, enforceable against the Obligor
      in
      accordance with its terms, except as such enforcement may be limited by
      applicable bankruptcy, insolvency, reorganization or other similar laws relating
      to or limiting creditors’ rights generally and by general principles of equity
      (regardless of whether enforcement is sought in a proceeding in equity or at
      law).




5.23           Ordinary
      Course of Business.




Each
      remittance of Collections by or on behalf of each Originator or pursuant to
      the
      Transaction Documents and any related accounts of amounts owing hereunder will
      have been (i) in payment of a debt incurred by such Originator in the ordinary
      course of business or financial affairs of such Originator and (ii) made in
      the
      ordinary course of business or financial affairs of such
      Originator.






**ARTICLE
      VI**




**COVENANTS
      OF THE ORIGINATORS**




6.1           Affirmative
      Covenants.




From
      the
      date hereof until the first day following the Purchase and Sale Termination
      Date, each Originator, jointly and severally agrees as follows, unless the
      Administrator and the Buyer shall otherwise consent in writing, that it
      will:




(a)           Compliance
      With Laws, Etc.  Comply in all material respects with all
      applicable laws, rules, regulations and orders with respect to the Receivables
      generated by it and the Contracts and other agreements related thereto except
      where the failure to so comply would not materially and adversely affect the
      collectibility of such Receivables or the rights of the Buyer
      hereunder.




(b)           Preservation
      of Organizational Existence.  Preserve and maintain its existence
      as a corporation or limited liability company, as the case may be, and all
      rights, franchises and privileges in the jurisdiction of its formation, and
      qualify and remain qualified in good standing as a foreign corporation or
      limited liability company, as the case may be, in each jurisdiction where the
      failure to preserve and maintain such existence, rights, franchises, privileges
      and qualification would be reasonably likely to have a Material Adverse Effect,
      except for mergers, consolidations, sales and other
      dispositions  permitted by Section 6.3(e).




(c)           Receivables
      Reviews.  (i) At any time and from time to time during
      regular business hours and upon reasonable notice, permit the Buyer or the
      Administrator, or their respective agents, or representatives, (A) to
      examine and make




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copies
      of
      and abstracts from all books, records and documents (including, without
      limitation, computer tapes and disks) in possession or under the control of
      any
      Originator relating to the Receivables, including, without limitation, the
      related Contracts and purchase orders, Related Rights and other agreements
      related thereto, and (B) to visit the offices and properties of any
      Originator for the purpose of examining such materials described in clause
      (i)(A) above and to discuss matters relating to Receivables or the
      performance hereunder with any of the key officers or employees of any
      Originator having knowledge of such matters; provided, that at any time when
      no
      Termination Event exists and is continuing, the Buyer shall be required to
      reimburse the Administrator or its respective agents, or representatives for
      only one (1) such examination and one (1) such visit per year, and
      (ii) without limiting the foregoing clause (i) above, annually or if
      a Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination
      Event exist then from time to time on request of the Administrator, permit
      certified public accountants or other auditors acceptable to the Originators
      and
      Administrator to conduct, at such Originator’s expense, a review of such
      Originator’s books and records with respect to such Receivables; provided, that
      at any time when no Termination Event exists and is continuing, the Buyer shall
      be required to reimburse the Administrator for only one (1) such review per
      year.




(d)           Keeping
      of Records and Books of Account.  Maintain and implement
      administrative and operating procedures (including, without limitation, an
      ability to re-create records evidencing Receivables it generates in the event
      of
      the destruction of the originals thereof), and keep and maintain all documents,
      books, records and other information reasonably necessary or advisable for
      the
      collection of such Receivables (including, without limitation, records adequate
      to permit the daily identification of each new Receivable and all Collections
      of
      and adjustments to each existing Receivable).




(e)           Performance
      and Compliance With Receivables and Contracts.  Timely and fully
      perform and comply with all provisions, covenants, responsibilities and other
      promises required to be observed by it under the Contracts and all other
      agreements related to the Receivables contributed or purchased
      hereunder.




(f)           Location
      of Records, Offices; Trade Names.  Keep its principal place of
      business, chief executive office and jurisdiction of organization, and the
      offices where it keeps its records concerning or related to Receivables, at
      the
      address(es) referred to in Exhibit D or, upon 30 days’ prior written
      notice to the Buyer and the Administrator, at such other locations in
      jurisdictions where all action required by Section 7.3 shall have
      been taken and completed, and use no trade names other than its actual
      organizational name and the trade names set forth in Exhibit E or such
      other trade names as it may have provided to the Servicer and the Administrator
      upon 30 days’ prior written notice.




(g)           Credit
      and Collection Policies.  Comply in all material respects with its
      Credit and Collection Policy in connection with the Receivables that it
      generates and all Contracts and other agreements related thereto.






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(h)           Post
      Office Boxes.  On or prior to the date hereof, deliver to the
      Servicer (on behalf of the Buyer) a certificate from an authorized officer
      of
      the Originator to the effect that (i) the name of the renter of all post
      office boxes into which Collections may from time to time be mailed has been
      changed to the name of the Buyer (unless such post office boxes are in the
      name
      of the relevant Lock-Box Banks) and (ii) all relevant postmasters have been
      notified that each of the Servicer and, during the continuation of an
      Termination Event or a Purchase and Sale Termination Event, the Administrator,
      are authorized to collect mail delivered to such post office boxes (unless
      such
      post office boxes are in the name of the relevant Lock-Box Banks).




(i)           Preservation
      of Security Interest.  Shall (and shall cause the Servicer to)
      take any and all action as the Administrator may reasonably require to preserve
      and maintain the perfection and priority of the security interest of the
      Purchaser in the Collateral pursuant to this Agreement.




(j)           Transaction
      Documents.  Comply in all material respects with the Transaction
      Documents to which it is a party.




(k)           Change
      Affecting UCC.  At least 30 days before any change in such
      Originator’s name or any other change requiring the amendment of UCC financing
      statements, provide to Buyer and the Servicer notice setting forth such changes
      and the effective date thereof and, prior to the effectiveness of such change,
      take all steps necessary to amend such financing statements to reflect such
      change.




6.2           Reporting
      Requirements.




From
      the
      date hereof until the first day following the Purchase and Sale Termination
      Date, each Originator will, unless the Servicer shall otherwise consent in
      writing, furnish to the Buyer and the Administrator:




(a)           Purchase
      and Sale Termination Events.  As soon as possible after knowledge
      of a Responsible Officer of the applicable Originator of the occurrence of,
      and
      in any event within three Business Days after knowledge of the occurrence of
      each Purchase and Sale Termination Event or each Unmatured Purchase and Sale
      Termination Event in respect of such Originator, the statement of the chief
      financial officer or chief accounting officer of any Originator describing
      such
      Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination
      Event and the action that such Originator proposes to take with respect thereto,
      in each case in reasonable detail;




(b)           Proceedings.  As
      soon as possible and in any event within ten (10) Business Days after any
      Originator otherwise has knowledge thereof, written notice of (i) any
      litigation, investigation or proceeding of the type described in
Section 5.6 not previously disclosed to the Buyer and (ii) all
      material adverse developments that have occurred with respect to any previously
      disclosed litigation, proceedings and investigations;






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(c)           Other.  Promptly,
      such other information, documents, records or reports in respect of the
      Receivables or the conditions or operations, financial or otherwise, of any
      Originator that the Buyer or the Administrator may from time to time reasonably
      request in order to protect the interests of the Buyer, the Purchasers or the
      Administrator under or as contemplated by this Agreement and the other
      Transaction Documents;




(d)           Judgment
      and Proceedings.  Within ten (10) Business Days after any
      Originator has knowledge thereof, written notice of the entry of any judgment
      or
      decree against any Originator or any of its Subsidiaries if the aggregate amount
      of all judgments and decrees then outstanding against Strategic Energy and
      its
      Subsidiaries (other than the Buyer) exceeds $5,000,000 after deducting (A)
      the
      amount with respect to which they are insured and with respect to which the
      insurer has assumed responsibility in writing, and (B) the amount for which
      they are otherwise indemnified if the terms of such indemnification are
      satisfactory to Strategic Energy and its assigns; and




(e)           Defaults
      Under Other Agreements.  The occurrence of a default or an event
      of default under any other financing arrangement evidencing $7,500,000 or more
      of indebtedness pursuant to which any Originator is a debtor or an obligor,
      the
      effect of which is to cause, or to permit any Person to cause, the acceleration
      of Debt evidenced thereby.




6.3           Negative
      Covenants.




From
      the
      date hereof until the date following the Purchase and Sale Termination Date,
      each Originator agrees that, unless the Servicer and the Administrator shall
      otherwise consent in writing, it shall not:




(a)           Sales,
      Liens, Etc.  Except as otherwise provided herein or in any other
      Transaction Document, sell, assign (by operation of law or otherwise) or
      otherwise dispose of, or create or suffer to exist any Adverse Claim upon or
      with respect to, any Receivable or related Contract or Related Rights, or any
      interest therein, or any Collections thereon, or assign any right to receive
      income in respect thereof.




(b)           Extension
      or Amendment of Receivables.  Except as otherwise permitted in
Section 4.2(a) of the Receivables Purchase Agreement (including, without
      limitation, in accordance with the Credit and Collection Policy), extend, amend
      or otherwise modify the terms of any Receivable in any material respect
      generated by it, or amend, modify or waive, in any material respect, any term
      or
      condition of any Contract related thereto (which term or condition relates
      to
      payments under, or the enforcement of, such Contract).




(c)           Change
      in Business or Credit and Collection Policy.  Make any change in
      the character of its business or materially alter its Credit and Collection
      Policy, which change would, in either case, materially change the credit
      standing required of particular Obligors or potential Obligors or impair, in
      any
      material respect, the collectibility of the Receivables generated by
      it.






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(d)           Receivables
      Not to Be Evidenced by Promissory Notes or Chattel Paper. Take any action to
      cause or permit any Receivable generated by it to become evidenced by any
“instrument” or “chattel paper” (as defined in the applicable UCC).




(e)           Mergers,
      Acquisitions, Sales, Etc.  Be a party to any merger or
      consolidation, or directly or indirectly sell, transfer, assign, convey or
      lease (A) whether in one or a series of transactions, all or substantially
      all of its assets, or (B) any Receivables or any interest therein (other
      than pursuant to this Agreement), except a merger or consolidation where any
      Originator is the surviving entity, or a sale or other disposition of all or
      substantially all of its assets to any other Originator.




(f)           Lock-Box
      Banks.




Make
      any
      changes in its instructions to Obligors regarding Collections or add or
      terminate any bank as a Lock-Box Bank unless the requirements of paragraph
      2(g) of Exhibit IV to the Receivables Purchase Agreement have
      been met.




(g)           Accounting
      for Purchases.




Account
      for or treat (whether in financial statements or otherwise) the transactions
      contemplated hereby in any manner other than as sales or contributions of the
      Receivables and Related Rights by such Originator to the Buyer.




(h)           Transaction
      Documents.




Enter
      into, execute, deliver or otherwise become bound by any agreement, instrument,
      document or other arrangement that restricts the right of such Originator to
      amend, supplement, amend and restate or otherwise modify, or to extend or renew,
      or to waive any right under, this Agreement or any other Transaction
      Documents.




6.4           Substantive
      Consolidation.




Each
      Originator hereby acknowledges that this Agreement and the other Transaction
      Documents are being entered into in reliance upon the Buyer’s identity as a
      legal entity separate from each Originator.  Therefore, from and after
      the date hereof, each Originator shall take all reasonable steps necessary
      to
      make it apparent to third Persons that the Buyer is an entity with assets and
      liabilities distinct from those of each Originator and any other Person, and
      is
      not a division of any other Originator, any Affiliates of the Originators or
      any
      other Person.  Without limiting the generality of the foregoing and in
      addition to and consistent with the other covenants set forth herein, each
      Originator shall take such actions as shall be required in order
      that:




(a)           the
      Originators shall not be involved in the day-to-day management of the
      Buyer;






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(b)           the
      Originators shall maintain separate organizational records and books of account
      from the Buyer and otherwise will observe organizational formalities and have
      a
      separate area from the Buyer for its business;




(c)           the
      financial statements and books and records of the Originators shall be prepared
      after the date of creation of the Buyer to reflect and shall reflect the
      separate existence of the Buyer; provided, that the Buyer’s assets and
      liabilities may be included in a consolidated financial statement issued by
      an
      Affiliate of the Buyer; provided, however, that any such
      consolidated financial statement shall make clear that the Buyer’s assets are
      not available to satisfy the obligations of such affiliate;




(d)           except
      as permitted by the Receivables Purchase Agreement, (i) the Originators
      shall maintain their assets separately from the assets of the Buyer,
      (ii) and the Buyer’s assets, and records relating thereto, have not been,
      are not, and shall not be, commingled with those of any Originator;




(e)           all
      of the Buyer’s business correspondence and other communications shall be
      conducted in the Buyer’s own name and on its own stationery;




(f)           no
      Originator shall act as an agent for the Buyer, other than Strategic Energy
      in
      its capacity as the Servicer and any Originator which acts as a Sub-Servicer
      pursuant to the Receivables Purchase Agreement, and in connection therewith,
      shall present itself to the public as an agent for the Buyer and a legal entity
      separate from the Buyer;




(g)           no
      Originator shall conduct any of the business of the Buyer in its own
      name;




(h)           no
      Originator shall pay any liabilities of the Buyer out of its own funds or
      assets;




(i)           each
      Originator shall maintain an arm’s-length relationship with the
      Buyer;




(j)           no
      Originator shall assume or guarantee or become obligated for the debts of the
      Buyer or hold out its credit as being available to satisfy the obligations
      of
      the Buyer;




(k)           no
      Originator shall acquire obligations of the Buyer;




(l)           each
      Originator shall allocate fairly and reasonably overhead or other expenses
      that
      are properly shared with the Buyer, including, without limitation, shared office
      space;




(m)           each
      Originator shall identify and hold itself out as a separate and distinct entity
      from the Buyer;






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(n)           each
      Originator shall correct any known misunderstanding regarding its separate
      identity from the Buyer; and




(o)           no
      Originator shall pay the salaries of the Buyer’s employees, if any.






**ARTICLE
      VII**




**ADDITIONAL
      RIGHTS AND OBLIGATIONS IN**


**RESPECT
      OF THE RECEIVABLES**




7.1           Rights
      of the Buyer.




Each
      Originator hereby authorizes the Buyer (who may further authorize another
      Person), the Servicer, or their respective designees to take any and all steps
      in such Originator’s name necessary or desirable, in their respective
      determination, to collect all amounts due under any and all Receivables,
      including, without limitation, endorsing the name of such Originator on checks
      and other instruments representing Collections and enforcing such Receivables
      and the provisions of the related Contracts that concern payment and/or
      enforcement of rights to payment.




7.2           Responsibilities
      of the Originators.




Anything
      herein to the contrary notwithstanding:




(a)           Collection
      Procedures.  Each Originator agrees to direct its respective
      Obligors to make payments of Receivables directly to a post office box related
      to the relevant Lock-Box Account at a Lock-Box Bank or directly to such Lock-Box
      Account.  Each Originator further agrees to transfer any Collections
      that it receives directly to the Servicer (for the Buyer’s account) within one
      (1) Business Day of receipt thereof, and agrees that all such Collections shall
      be deemed to be received in trust for the Buyer and shall be maintained and
      segregated separate and apart from all other funds and monies of the Originator
      until transfer of such Collections to the Servicer.




(b)           Each
      Originator shall perform its obligations hereunder, and the exercise by the
      Buyer or its designee of its rights hereunder shall not relieve any Originator
      from such obligations.




(c)           None
      of the Buyer, the Servicer, any Purchaser or the Administrator shall have any
      obligation or liability to any Obligor or any other third Person with respect
      to
      any Receivables, Contracts related thereto or any other related agreements,
      nor
      shall the Buyer, the Servicer, any Purchaser Agent, any Purchaser or the
      Administrator be obligated to perform any of the obligations of any Originator
      thereunder.




(d)           Each
      Originator hereby grants to the Buyer (who may further grant to another Person
      (with prior written notice to the Administrator)) an irrevocable power of
      attorney, with full power of substitution, coupled with an interest, to take
      in
      the name of






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such
      Originator all steps necessary or advisable to endorse, negotiate or otherwise
      realize on any writing or other right of any kind held or transmitted by such
      Originator or transmitted or received by the Buyer (whether or not from such
      Originator) in connection with any Receivable.




7.3           Further
      Action Evidencing Purchases.




Each
      Originator agrees that from time to time, at its expense, it will promptly
      execute and deliver all further instruments and documents, and take all further
      action that the Servicer may reasonably request in order to perfect, protect
      or
      more fully evidence the Receivables and Related Rights purchased by or
      contributed to the Buyer hereunder, or to enable the Buyer to exercise or
      enforce any of its rights hereunder or under any other Transaction
      Document.  Without limiting the generality of the foregoing, upon the
      request of the Servicer or the Buyer, each Originator will:




(a)           execute
      and file such financing or continuation statements, or amendments thereto or
      assignments thereof, and such other instruments or notices, as may be necessary
      or appropriate; and




(b)           mark
      the master data processing records that evidence or list (i) such
      Receivables and (ii) related Contracts with the legend set forth in
Section 4. l(j).




Each
      Originator hereby authorizes the Buyer or its designee to file one or more
      financing or continuation statements, and amendments thereto and assignments
      thereof, relative to all or any of the Receivables and Related Rights now
      existing or hereafter generated by such Originator.  If any Originator
      fails to perform any of its agreements or obligations under this Agreement,
      the
      Buyer or its designee may (but shall not be required to) itself perform, or
      cause performance of, such agreement or obligation, and the expenses of the
      Buyer or its designee incurred in connection therewith shall be payable by
      such
      Originator as provided in Section 9.1.




7.4           Application
      of Collections.




Any
      payment by an Obligor in respect of any indebtedness owed by it to any
      Originator shall be, except as otherwise specified by such Obligor or otherwise
      required by contract or law and unless otherwise instructed by the Buyer (or
      any
      other Person to whom the Buyer has assigned such right to instruct) applied
      as a
      Collection of any Receivable or Receivables of such Obligor to the extent of
      any
      amounts then due and payable thereunder (such application to be made starting
      with the oldest outstanding Receivable or Receivables) before being applied
      to
      any other indebtedness of such Obligor.






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**ARTICLE
      VIII**




**PURCHASE
      AND SALE TERMINATION EVENTS**




8.1           Purchase
      and Sale Termination Events.




Each
      of
      the following events or occurrences described in this Section 8.1
      shall constitute a “Purchase and Sale Termination Event”:




(a)           A
      Termination Event (as defined in the Receivables Purchase Agreement) shall
      have
      occurred and, in the case of a Termination Event (other than one described
      in
paragraph (f) of Exhibit V of the Receivables Purchase
      Agreement), the Administrator, shall have declared the Facility Termination
      Date
      to have occurred; or




(b)           Subject
      to any failure which is cured in accordance with Section 3.3, any
      Originator shall fail to make any payment or deposit to be made by it hereunder
      when due and such failure shall remain unremedied for one Business
      Day;




(c)           Any
      representation or warranty made or deemed to be made by any Originator (or
      any
      of its officers) under or in connection with this Agreement, any other
      Transaction Document, or any other information or report delivered pursuant
      hereto or thereto shall prove to have been incorrect or untrue in any material
      respect when made or deemed made;




(d)           Any
      Originator shall fail to perform or observe any other term, covenant or
      agreement contained in this Agreement (other than those terms, covenants or
      agreements contained in Sections 6.1(b), and 6.2(c), (d)
      and (e)) on its part to be performed or observed and such failure shall
      remain unremedied for 5 Business Days after written notice thereof shall have
      been given by the Servicer or the Buyer to such Originator; or




(e)           Any
      Originator shall fail to perform or observe any term, covenant or agreement
      contained in any of Sections 6.1(b), 6.2(c), (d) or
(e) of this Agreement on its part to be performed
      or observed and such
      failure shall remain unremedied for 10 Business Days after written notice
      thereof shall have been given by the Servicer or the Buyer to such
      Originator.




8.2           Remedies.




(a)           Optional
      Termination.  Upon the occurrence and during the continuation of a
      Purchase and Sale Termination Event, the Buyer (and not the Servicer), with
      the
      prior written consent of the Administrator, shall have the option, by notice
      to
      the Originators (with a copy to the Administrator and the Purchaser Agents),
      to
      declare the Purchase and Sale Termination Date to have occurred.




(b)           Remedies
      Cumulative.  Upon any termination of the Purchase Facility
      pursuant to Section 8.2(a), the Buyer shall have, in addition to all
      other rights and






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remedies
      under this Agreement, all other rights and remedies provided under the UCC
      of
      each applicable jurisdiction and other applicable laws, which rights shall
      be
      cumulative.






**ARTICLE
      IX**




**INDEMNIFICATION**




9.1           Indemnities
      by the Originators.




Without
      limiting any other rights which the Buyer may have hereunder or under applicable
      law, rules and regulations, each Originator, jointly and severally, hereby
      agrees to indemnify the Buyer and each of its officers, directors, employees
      and
      agents (each of the foregoing Persons being individually called a “Purchase
      and Sale Indemnified Party”), forthwith on demand, from and against any and
      all damages, losses, claims, judgments, liabilities and related costs and
      expenses, including reasonable attorneys’ fees and disbursements (all of the
      foregoing being collectively called “Purchase and Sale Indemnified
      Amounts”) awarded against or incurred by any of them arising out of or as a
      result of the failure of any Originator to perform its obligations under this
      Agreement or any other Transaction Document, or arising out of the claims
      asserted against a Purchase and Sale Indemnified Party relating to the
      transactions contemplated herein or therein or the use of proceeds thereof
      or
      therefrom, excluding, however, (i) Purchase and Sale
      Indemnified Amounts to the extent resulting from gross negligence or willful
      misconduct on the part of such Purchase and Sale Indemnified Party,
      (ii) any indemnification which has the effect of recourse for non-payment
      of the Receivables to any indemnitor (except as otherwise specifically provided
      under this Section 9.1) and (iii) any tax based upon or
      measured by net income or gross receipts. Without limiting the foregoing, but
      subject to foregoing clauses (i), (ii) and (iii) above,
      each Originator, jointly and severally agrees that it shall indemnify each
      Purchase and Sale Indemnified Party for Purchase and Sale Indemnified Amounts
      relating to or resulting from:




(a)           the
      transfer by any Originator of an interest in any Receivable to any Person other
      than the Buyer;




(b)           the
      breach of any representation or warranty made by any Originator (or any of
      its
      officers) under or in connection with this Agreement or any other Transaction
      Document, or any written information or report delivered by any Originator
      pursuant hereto or thereto, which shall have been false or incorrect in any
      material respect when made or deemed made;




(c)           the
      failure by any Originator to comply with any applicable law, rule or regulation
      with respect to any Receivable generated by such Originator or the related
      Contract, or the nonconformity of any Receivable generated by any Originator
      or
      the related Contract with any such applicable law, rule or
      regulation;




(d)           the
      failure to vest and maintain vested in the Buyer an ownership interest in the
      Receivables generated by any Originator free and clear of any Adverse
      Claim,






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other
      than an Adverse Claim arising solely as a result of an act of the Buyer, whether
      existing at the time of the purchase of such Receivables or at any time
      thereafter;




(e)           the
      failure to file, or any delay in filing, financing statements or other similar
      instruments or documents under the UCC of any applicable jurisdiction or other
      applicable laws with respect to any Receivables or purported Receivables
      generated by any Originator, whether at the time of any purchase or contribution
      or at any subsequent time;




(f)           any
      dispute, claim, offset or defense (other than discharge in bankruptcy) of the
      Obligor to the payment of any Receivable or purported Receivable generated
      by
      any Originator (including, without limitation, a defense based on such
      Receivable’s or the related Contract’s not being a legal, valid and binding
      obligation of such Obligor enforceable against it in accordance with its terms),
      or any other claim resulting from the services related to any such Receivable
      or
      the furnishing of or failure to furnish such services;




(g)           any
      product liability claim arising out of or in connection with services that
      are
      the subject of any Receivable generated by any Originator; and




(h)           any
      tax or governmental fee or charge (other than any tax excluded pursuant to
      clause (iii) in the proviso to the preceding sentence), all interest and
      penalties thereon or with respect thereto, and all out-of-pocket costs and
      expenses, including the reasonable fees and expenses of counsel in defending
      against the same, which may arise by reason of the purchase or ownership of
      the
      Receivables generated by any Originator or any Related Rights connected with
      any
      such Receivables.




If
      for
      any reason the indemnification provided above in this Section 9.1 is
      unavailable to a Purchase and Sale Indemnified Party or is insufficient to
      hold
      such Purchase and Sale Indemnified Party harmless, then each Originator jointly
      and severally agrees that it shall contribute to the amount paid or payable
      by
      such Purchase and Sale Indemnified Party to the maximum extent permitted under
      applicable law, rules or regulations.






**ARTICLE
      X**




**MISCELLANEOUS**




10.1           Amendments,
      Etc.




(a)           The
      provisions of this Agreement may from time to time be amended, modified or
      waived, if such amendment, modification or waiver is in writing and consented
      to
      by the Buyer, the Originators and the Administrator (with respect to an
      amendment) or by the Buyer and the Administrator (with respect to a waiver
      or
      consent by it).






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(b)           No
      failure or delay on the part of the Buyer, the Servicer, the Originators or
      any
      third-party beneficiary in exercising any power or right hereunder shall operate
      as a waiver thereof, nor shall any single or partial exercise of any such power
      or right preclude any other or further exercise thereof or the exercise of
      any
      other power or right.  No notice to or demand on the Buyer, the
      Servicer or the Originators in any case shall entitle it to any notice or demand
      in similar or other circumstances.  No waiver or approval by the
      Buyer, the Servicer, any Originator or the Administrator under this Agreement
      shall be, except as may otherwise be stated in such waiver or approval,
      applicable to subsequent transactions. No waiver or approval under this
      Agreement shall require any similar or dissimilar waiver or approval thereafter
      to be granted hereunder.




(c)           The
      Transaction Documents contain a final and complete integration of all prior
      expressions by the parties hereto with respect to the subject matter thereof
      and
      shall constitute the entire agreement among the parties hereto with respect
      to
      the subject matter thereof, superseding all prior oral or written
      understandings.




10.2           Notices,
      Etc.




All
      notices and other communications provided for hereunder shall, unless otherwise
      stated herein, be in writing (including facsimile communication) and shall
      be
      personally delivered or sent by certified mail, postage prepaid, or by
      facsimile, to the intended party at the address or facsimile number of such
      party set forth under its name on the signature pages hereof or at such other
      address or facsimile number as shall be designated by such party in a written
      notice to the other parties hereto (it being understood that the notice
      information with respect to the Administrator and the Purchasers set forth
      in
      the Receivables Purchase Agreement is incorporated herein by
      reference).  All such notices and communications shall be effective
      (i) if personally delivered, when received, (ii) if sent by certified
      mail three (3) Business Days after having been deposited in the mail, postage
      prepaid, and (iii) if transmitted by facsimile, when sent, receipt
      confirmed by telephone or electronic means.




10.3           No
      Waiver, Cumulative Remedies.




The
      remedies herein provided are cumulative and not exclusive of any remedies
      provided by law, rules or regulations.  Without limiting the
      foregoing, each Originator hereby authorizes the Buyer, at any time and from
      time to time, to the fullest extent permitted by law, to set off, against any
      obligations of such Originator to the Buyer arising in connection with the
      Transaction Documents (including, without limitation, amounts payable pursuant
      to Section 9.1) that are then due and payable or that are not then
      due and payable but are accruing in respect of the then current Settlement
      Period, any and all indebtedness at any time owing by the Buyer to or for the
      credit or the account of such Originator.




10.4           Binding
      Effect; Assignability.




This
      Agreement shall be binding upon and inure to the benefit of the Buyer and the
      Originators and their respective successors and permitted
      assigns.  The Originators may not assign any of their rights hereunder
      or any interest herein without the prior written consent of the






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Buyer,
      except as otherwise herein specifically provided.  This Agreement
      shall create and constitute the continuing obligations of the parties hereto
      in
      accordance with its terms, and shall remain in full force and effect until
      such
      time as the parties hereto shall otherwise agree in writing.  The
      rights and remedies with respect to any breach of any representation and
      warranty made by the Originators pursuant to Article V and the
      indemnification and payment provisions of Article IX and
Section 10.6 shall be continuing and shall survive any termination
      of this Agreement.  Neither the Buyer nor any other Person may waive a
      breach of Section 5.20 of this Agreement for so long as the Notes are
      outstanding.




10.5           Governing
      Law.




THIS
      AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY OTHERWISE APPLICABLE
      CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW
      YORK GENERAL OBLIGATIONS LAW).




10.6           Costs,
      Expenses and Taxes.




In
      addition to the obligations of the Originators under Article IX, each
      Originator, jointly and severally agrees to pay on demand:




(a)           all
      reasonable costs and expenses of the Buyer and any third party beneficiary
      of
      the Buyer’s rights hereunder in connection with the enforcement of this
      Agreement, the Originator Assignment Certificate and the other Transaction
      Documents; and




(b)           all
      stamp, franchise and other taxes and fees payable or determined to be payable
      in
      connection with the execution, delivery, filing and recording of this Agreement
      or the other Transaction Documents to be delivered hereunder, and agrees to
      indemnify each Purchase and Sale Indemnified Party against any liabilities
      with
      respect to or resulting from any delay in paying or omission to pay such taxes
      and fees (but for the avoidance of doubt, excluding taxes covered by clause
      (c) of Section 3.1 of the Receivables Purchase
      Agreement).




10.7           Submission
      to Jurisdiction.




EACH
      PARTY HERETO HEREBY IRREVOCABLY (a) SUBMITS TO THE NON-EXCLUSIVE
      JURISDICTION OF THE STATE COURTS OF NEW YORK****OR UNITED
      STATES FEDERAL COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, OVER ANY ACTION
      OR
      PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT;
      (b) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE
      HEARD AND DETERMINED IN SUCH STATE OR UNITED STATES FEDERAL COURT;
      (c) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF
      AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING;
      (d) IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH
      ACTION OR






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PROCEEDING
      BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS ADDRESS SPECIFIED
      IN SECTION 10.2; AND (e) AGREES THAT A FINAL JUDGMENT IN ANY
      SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
      JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
      NOTHING IN THIS SECTION 10.7 SHALL AFFECT THE BUYER’S RIGHT TO SERVE
      LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR
      PROCEEDING AGAINST ANY ORIGINATOR OR ITS PROPERTY IN THE COURTS OF ANY OTHER
      JURISDICTIONS.




10.8           Waiver
      of Jury Trial.




EACH
      PARTY HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
      TO
      ENFORCE OR DEFEND ANY RIGHTS UNDER OR RELATING TO THIS AGREEMENT, ANY OTHER
      TRANSACTION DOCUMENT, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
      DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
      ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR
      ANY
      OTHER TRANSACTION DOCUMENT, AND AGREES THAT (a) ANY SUCH ACTION OR
      PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND (b) ANY
      PARTY HERETO (OR ANY ASSIGNEE OR THIRD-PARTY BENEFICIARY OF THIS AGREEMENT)
      MAY
      FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
      WRITTEN EVIDENCE OF THE CONSENT OF ANY OTHER PARTY OR PARTIES HERETO TO WAIVER
      OF ITS OR THEIR RIGHT TO TRIAL BY JURY.




10.9           Captions
      and Cross-References; Incorporation by Reference.




The
      various captions (including, without limitation, the table of contents) in
      this
      Agreement are included for convenience only and shall not affect the meaning
      or
      interpretation of any provision of this Agreement.  References in this
      Agreement to any underscored Section or Exhibit are to such
      Section or Exhibit of this Agreement, as the case may
      be.  The Exhibits hereto are hereby incorporated by reference into and
      made a part of this Agreement.




10.10                      Execution
      in Counterparts.




This
      Agreement may be executed in any number of counterparts and by different parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which when taken together shall constitute one
      and
      the same Agreement.




10.11                      Acknowledgment
      and Agreement.




By
      execution below, each Originator expressly acknowledges and agrees that all
      of
      the Buyer’s rights, title, and interests in, to, and under this Agreement (but
      not its obligations), shall be assigned by the Buyer to the Administrator (for
      the benefit of the Purchasers) pursuant to the Receivables Purchase Agreement,
      and each Originator consents to each such assignment.  Each of the
      parties hereto acknowledges and agrees that the Administrator, the Purchaser
      Agents and the Purchasers are third-party beneficiaries of the rights of the
      Buyer arising hereunder and






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under
      the
      other Transaction Documents to which any Originator is a party, and
      notwithstanding anything to the contrary contained herein or in any other
      Transaction Document, during the occurrence and continuation of a Termination
      Event under the Receivables Purchase Agreement, the Administrator, the Purchaser
      Agents and the Purchasers, as applicable, and not the Buyer, shall have the
      sole
      right to exercise all such rights and related remedies.




10.12                      No
      Proceeding.




Each
      Originator hereby agrees that it will not institute, or join any other Person
      in
      instituting, against the Buyer any Insolvency Proceeding so long as any of
      the
      Company Notes remains outstanding and for at least one year and one day
      following the day on which all amounts owed by the Buyer under this Agreement
      and the other Transaction Documents are paid in full.




10.13                      Limited
      Recourse.




Except
      as
      explicitly set forth herein, the obligations of the Buyer and the Originators
      under this Agreement or any other Transaction Documents to which each is a
      party
      are solely the obligations of the Buyer and each such Originator.  No
      recourse under any Transaction Document shall be had against, and no liability
      shall attach to, any officer, employee, director, or beneficiary, whether
      directly or indirectly, of the Buyer or any Originator; provided, however,
      that
      this Section 10.13 shall not relieve any such Person of any liability it might
      otherwise have for its own negligence or willful misconduct.






**ARTICLE
      XI**




**JOINDER
      OF ADDITIONAL ORIGINATORS**




11.1           Addition
      of New Originators.




Additional
      Persons may be added as Originators hereunder, with the prior written consent
      of
      the Buyer and the Administrator, provided that the following conditions
      are satisfied on or before the date of such addition:




(a)           The
      Servicer shall have given the Administrator and the Buyer at least sixty (60)
      days’ prior written notice of such proposed addition and the identity of each
      such proposed additional Originator and shall have provided such other
      information with respect  to such proposed additional Originator as
      the Administrator may reasonably request;




(b)           each
      such proposed additional Originator has executed and delivered to the Buyer
      and
      the Administrator an agreement substantially in the form attached hereto as
      Exhibit F (a “Joinder Agreement”);




(c)           such
      proposed additional Originator has delivered to the Buyer and the Administrator
      each of the documents with respect to such Originator described in Sections
      4.1 and 4.2; and








-
      30
      -










(d)           the
      Purchase and Sale Termination Date shall not have occurred.




**[SIGNATURE
      PAGES FOLLOW]**



















-
      31
      -





IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
      respective officers thereunto duly authorized as of the date first above
      written.









**STRATEGIC
      RECEIVABLES, LLC**,


as
      Buyer






By:
            /s/
                Andrew J. WashburnName:
            Andrew
                J. WashburnTitle:
            PresidentAddress:
            Two
                Gateway CenterPittsburgh,
                PA 15222-1458Attention:
            Andrew
                J. WashburnTelephone:
            (412)
                258-2188Facsimile:
            (412)
                258-2199









Strategic
      Energy – Purchase and Sale Agreement


S
      -
      1








**STRATEGIC
      ENERGY, L.L.C.,**


as
      Originator and as Servicer





By:
            /s/
                Brian M. BeggName:
            Brian
                M. BeggTitle:
            VP,
                Corporate Development & FinanceAddress:
            Two
                Gateway CenterPittsburgh,
                PA 15222-1458Attention:
            Brian
                M. BeggTelephone:
            (412)
                394-6467Facsimile:
            (412)
                294-6664





Strategic
        Energy – Purchase and Sale Agreement
 S
        -
        2


**Exhibit A**


**to
      Purchase and Sale Agreement**




FORM
      OF
      PURCHASE REPORT




ORIGINATOR:
            __________________________________________PURCHASER:
            STRATEGIC
                RECEIVABLES, LLCDATE:
            __________________________________________I.
            OUTSTANDING
                BALANCE OF RECEIVABLES PURCHASED: ______________________II.
            FAIR
                MARKET VALUE DISCOUNT:1/(1
                + ((Prime Rate + .25%) X Days’ Sales Outstanding/365))Prime
                Rate = _________________________________Days’
                Sales Outstanding = ______________________III.
            PURCHASE
                PRICE (I X II) = $____________________









A
      -
      1





**Exhibit B**


**to
      Purchase and Sale Agreement**




FORM
      OF
      COMPANY NOTE
















B
      -
      1





**Exhibit C**


**to
      Purchase and Sale Agreement**




FORM
      OF
      ORIGINATOR ASSIGNMENT CERTIFICATE
















C
      -
      1





**Exhibit D**


**to
      Purchase and Sale Agreement**




OFFICE
      LOCATIONS




Each
      Originator maintains books and records relating to Receivables at:




(1)
      Strategic Energy, L.L.C., Two Gateway Center,  Pittsburgh, PA
      15222-1458






The
      Principal Place of Business, Chief Executive Office and jurisdiction of
      formation each of Originator is:




(1)
      Strategic Energy, L.L.C. is a Delaware limited liability company




principal
      place of business and chief executive office:




Two
      Gateway Center,  Pittsburgh, PA 15222-1458











D
      -
      1





**Exhibit E**


**to
      Purchase and Sale Agreement**




TRADE
      NAMES









SEL




Strategic
      Energy




Strategic
      Energy LTD




Expert
      Energy



















E
      -
      1





**Exhibit F**


**to
      Purchase and Sale Agreement**




FORM
      OF JOINDER AGREEMENT




**THIS
      JOINDER AGREEMENT** is executed and delivered by
**____________________**, a **____________________**
      (“New Originator”) in favor of Strategic Receivables, LLC, a Delaware
      limited liability company, as purchaser (“Strategic”), with respect to
      that certain Purchase and Sale Agreement, dated as of October 3, 2007, by and
      among the various originators from time to time party thereto (the
“Originators”) and Strategic (as amended, restated, supplemented, joined,
      restated and/or otherwise modified from time to time, the “Sale
      Agreement”).  Capitalized terms used and not otherwise defined are
      used with the meanings attributed thereto in the Sale Agreement.




Subject
      to receipt of counterparts hereof signed by the signatories below, by its
      signature below, New Originator hereby absolutely and unconditionally agrees
      to
      become a party to the Sale Agreement as an Originator thereunder and to be
      bound
      by the provisions thereof including, without limitation, the provisions of
      Article IX thereof.




Attached
      hereto are amended and restated versions of Exhibits D and E
      to the Sale Agreement.  After giving effect to the amendments and
      restatements embodied therein, each of the representations and warranties
      contained in Article V of the Sale Agreement will be true and
      correct as to New Originator.




Delivered
      herewith are each of the documents, certificates and opinions required to be
      delivered by New Originator pursuant to Articles IV and VII
      of the Sale Agreement.




The
      provisions of Article X of the Sale Agreement are incorporated in
      this Joinder Agreement by this reference with the same force and effect as
      if
      set forth in full herein except that references in such Article X to
“this Agreement” shall be deemed to refer to “this Joinder Agreement and to the
      Sale Agreement as modified by this Joinder Agreement.”




Please
      acknowledge your consent to New Originator’s joinder to the Sale Agreement by
      signing the enclosed copy hereof in the appropriate space provided
      below.




[signature
      pages follow]









F
      -
      1





**IN
      WITNESS WHEREOF**, New Originator has executed this Joinder Agreement as
      of the **_____** day of
**____________________**.




**[NEW
                ORIGINATOR]**
            :By:
                ____________________________________Name:Title:












*Each
      of the undersigned hereby consents*




*to
      New Originator’s joinder to the Sale Agreement:*




**PNC
      BANK, NATIONAL ASSOCIATION**,




as
      Administrator







By:  ______________________________


Name:


Title:




**STRATEGIC
      RECEIVABLES, LLC**






By:
      ______________________________


Name:


Title:







F
      -
      2