East Coast Power and Gas General Terms & Conditions

PRICE. Buyer will be billed and will pay Seller for gas and/or electricity based on Buyer's consumption information that Seller receives from Buyer's utilities ("Billing Quantity"). Buyer will pay a price for gas and electricity that will vary from month to month; the price for gas and electricity will be based on a monthly spot price and prevailing market conditions. The monthly spot price for gas and electricity will be designed to compensate Seller for both the supply and agency functions that Seller performs for Buyer. Seller will have the option, on notice to Buyer, to adjust the Billing Quantity for fuel and line loss retained by Buyer's utility and interstate transporters from the Purchased Quantities.

TERM. This Agreement will be in full force and effect for an initial period of one year ("Initial Term"), and will continue in full force and effect on a month-to-month basis thereafter ("Subsequent Term"), unless it is terminated by either party by giving 60 days advance written notice to the other, prior to the expiration of the Initial Term, or 30 days advance written notice prior to the end of any Subsequent Term, then in effect.

AGENCY. Gas- Buyer hereby designates Seller as Buyer's agent to: (a) arrange and administer contracts and service arrangements between Buyer and the utility, and between Buyer and the interstate pipeline transporters of Buyer's gas; (b) nominate and schedule with the interstate pipeline(s) the transportation of Buyer's gas from the Sales Point(s) to the Delivery Point(s), and with the utility for the transportation of Buyer's gas from the delivery point(s) to the Buyer's premises; and (c) aggregate Buyer's gas with the gas supplies of Seller's other customers in order for Buyer to qualify for transportation service and to address and resolve imbalances (if any) during the term of this Agreement. As agent for Buyer, Seller will schedule the delivery of a quantity of gas at the Sales Point(s) necessary to meet Buyer's City Gate requirements based on the consumption and other information that Seller receives from Buyer's utility. The Sales Point(s) for the gas will be a point or points located outside of New York State selected from time to time by Seller to assure service reliability. The Delivery Point(s) for gas transported by interstate pipelines will be the City Gate station(s) of Buyer's utility. Seller agrees to transport or arrange for the transportation of gas to the Sales Point(s). Seller, as Buyer's agent, will arrange for the transportation of the gas from the Sales Point(s) to the Delivery Point(s), and from the Delivery Point(s) to Buyer's premises. Buyer will receive a single bill from Buyer's utility that will include the utility's transportation of gas from the Delivery Point(s) to buyer's meter(s), Buyer's purchase of gas from Seller, and other applicable charges. Electricity - Buyer hereby designates Seller as Buyer's agent for the purpose of arranging, contracting for and administering transmission services, including those provided by Buyer's electric utility for the delivery of electricity. The Sales Point(s) for the electricity will be a point or points selected from time to time by Seller to assure service reliability. The Delivery Point(s) for electricity will be point at which Seller, as Buyer's agent, has arranged for the delivery of electricity to Buyer or to a third party (such as Buyer's utility) for Buyer's account.

BILL PAYMENTS. Payment is due on receipt of the bill. If payment is not received from Buyer on a timely basis, Seller may, after 15 days written notice to Buyer, suspend performance and cancel this Agreement, provided that Buyer will still remain obligated to pay for all gas sold to Buyer prior to such cancellation. Buyer agrees to pay interest on late payments at the rate of 1.5% per month (18% per annum) or the maximum amount permitted by law, whichever is lower, and to pay Seller's reasonable attorneys' fees and expenses incurred in collecting payment.

TITLE, RISK OF LOSS, ETC. Buyer and Seller agree that title to, control of, and risk of loss of the Purchased Quantities supplied under this Agreement will transfer from Seller to Buyer at the Sales Point(s).

TAXES. Buyer is responsible for paying all applicable taxes. If Buyer wishes to claim a tax exemption, Buyer must furnish Seller a valid exemption certificate before this Agreement becomes effective.

APPLICABLE LAWS, ETC. This Agreement is subject to all applicable local, state and federal laws, and the orders, rules and regulations of governmental agencies having jurisdiction over the subject matter of this Agreement, including the Public Service Commission. Services provided by your utility are subject to the Home Energy Fair Practices Act (HEFPA), the Public Service Law, and other applicable local, state and federal laws, orders, rules and regulations.

CONSUMER PROTECTION. If Buyer breaches this Agreement, Buyer will compensate Seller for any losses Seller incurs, including losses incurred as a result of Seller having to resell gas and/or electricity supplies allocated for Buyer to another party. Neither Buyer nor Seller will be liable to the other for any consequential, exemplary, punitive, incidental or indirect damages arising from a breach of this Agreement. Residential services provided by Seller are governed by the Home Energy Fair Practices Act (HEFPA). Prior to termination of service, Seller will provide at least 15 days written notice to Buyer. In the event of nonpayment of any charges owed to Seller, Buyer may be subject to termination of service and the suspension/disconnection of distribution service under the procedures approved by the Public Service Commission through HEFPA. Seller will attempt in good faith to resolve any dispute arising out of this Agreement. Non-residential customer disputes not resolved within 60 days may be submitted for resolution in small claims court or, if the dollar amount of the dispute exceeds small claims court jurisdiction, the dispute may be submitted to final, binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Residential and non-residential customers may contact the Public Service Commission, but the Commission will not resolve non-residential complaints. The Public Service Commission will monitor inquiries or contacts from residential and non-residential customers, and an excessive number of complaints may result in the ESCO no longer being able to supply natural gas or electricity in New York State. Buyer can contact Seller at (718) 851-6655 with any questions relating to this Agreement. Buyer may also request information from the New York Public Service Commission's Office of Consumer Services, 3 Empire State Plaza, Albany, NY 12223; Tel: (800) 342-3377 (toll-free); or at the PSC web site (http://www.dps.state.ny.us). The alternate energy provider line which addresses competitive retail market inquiries is Tel: (888) 697-7728.

FORCE MAJEURE. Neither Seller nor Buyer will be liable for breaching this Agreement if the breach is due to a force majeure event. A "force majeure event" means a material, unavoidable occurrence beyond the party's control, which can not be prevented or overcome by due diligence, such as fires, acts of god or public enemy, government restraints or orders, extraordinary storms, etc. This does not include an inability to pay. Each party will notify the other promptly upon learning of any force majeure event affecting its ability to perform its obligations under this Agreement.

NO WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, WE MAKE AND YOU RECEIVE NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR IN ANY OTHER PROVISIONS OF THIS CONTRACT OR ANY OTHER COMMUNICATION, AND WE SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

MISCELLANEOUS. Buyer may not assign this Agreement without Seller's prior written consent. This Agreement will inure to and be binding upon the successors and assignees of the parties. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH NEW YORK STATE LAW, WITHOUT REGARD TO PRINCIPLES RELATING TO CONFLICTS OF LAW. This Agreement can only be amended by a writing signed by all the parties hereto. This Agreement is the entire understanding between Buyer and Seller with respect to the subject matter hereof and there are no promises, covenants or undertakings other than those expressly set forth herein. Seller may sell, transfer, pledge, or assign the accounts, revenues, or proceeds hereof, in connection with any financial agreement and may assign this Agreement to another energy supplier, energy services company or other entity in accordance with the Public Service Commission rules and procedures, if any, governing such transactions.

EMERGENCIES. In the event of an energy emergency or service interruption, you should immediately call emergency personnel by dialing 911 and your local utility at the following numbers: Keyspan NY (718) 643-4050; Keyspan LI (800) 930-5003; Con Edison (800) 752-6633; O&R (800) 533-5325; Central Hudson (800) 942-8274; National Grid (800) 892-2345; NYSEG (800) 572-1121; RGE (800) 743-1702