AGREEMENT TO SELL AND PURCHASE ENERGY – This is an Agreement between M&R Energy Resources Corporation (“M&R” or Seller) and the undersigned customer (“Customer”) under which Customer shall initiate natural gas service and begin enrollment with M&R (the “Agreement”).  Subject to the terms and conditions of this Agreement, M&R agrees to sell and facilitate delivery, and Customer agrees to purchase and accept the quantity of natural gas, as estimated by M&R, necessary to meet Customer’s requirements based upon consumption data obtained by M&R or the delivery schedule  of the Local Distribution Company (the “LDC”). The amount of natural gas delivered under this Agreement is subject to change based upon data reflecting Customer’s consumption obtained by M&R or the LDC’s delivery schedule. The LDC will continue to deliver the gas supplied by M&R.

TERM – This Agreement shall commence as of the date Customer’s notice regarding the change of Customer’s provider to M&R is deemed effective by the LDC, and shall continue for 12 months thereafter (the “Initial Term”).  Upon completion of the Initial Term, this Agreement will automatically renew on a month-to-month basis at the M&R monthly weighted average cost of gas plus $.90 per decatherm at the burnertip,  unless M&R sends Customer written notice of proposed changes to such terms in advance of the renewal date (the “Renewal Term”).  Any such written notice will be sent at least 45 days and no more than 90 days prior to the renewal date, apprising Customer of any proposed changes in the terms and conditions of this Agreement and of the Customer’s right to renew, terminate or renegotiate this Agreement.  When receiving service on a month-to-month basis, Customer may cancel or terminate this Agreement without penalty so long as M&R is provided with 30 days’ advance written notice of termination.

PRICE – The price for all natural gas sold under this Agreement shall include and be subject to all applicable taxes. M&R will invoice Customer monthly for natural gas delivered under this Agreement, as measured by the LDC, and Customer will pay each invoice in full within 20 days of the invoice date or be subject to a late payment charge of 1.5% per month. If Customer fails to pay each invoice in full within 20 days of the invoice date, then, in addition to any other remedies that it may have, M&R may terminate this Agreement upon 15 days written notice to Customer.  If M&R or Customer terminates this Agreement prior to the end of the Initial or Renewal Term, and the Agreement is for fixed price service, then the customer shall pay, in addition to any other applicable charges, a cancellation fee equivalent to the multiplication of the (i) difference between the fixed price set forth in this Agreement and the calculation of the fixed price at the date of termination; and (ii) difference between the Customer’s annual usage for the prior 12 month period from the date of termination and the level of usage during the current Term or Renewal Term under this Agreement.

BILLING – Customer may receive a single bill for both commodity and delivery costs from either M&R or the LDC, or each of the LDC and M&R may invoice Customer separately.  Failure to make full payment of M&R charges due on any consolidated bill prepared  by the LDC for   M&R will be grounds for disconnection of utility services and commodity service in accordance with NYPSC rules and regulations on the           termination of service to non-residential customers, 16 NYCRR Section 13.3.  Customer payments remitted in response to a consolidated bill   shall be pro-rated (when so required) in accordance with procedures adopted by the New York State Department of Public Service (the “DPS”).              A $40 fee will be charged for all returned payments.

AGENCY –  Customer hereby designates M&R as Customer’s agent to: (a) arrange and administer contracts and service arrangements between Customer and the LDC, and between Customer and the interstate pipeline transporters of Customer’s natural gas: (b) nominate and schedule with the interstate pipelines the transportation of Customer’s natural gas from the Sales Points to the Delivery Points, and with the utility for the transportation for the Customer’s natural gas from the Delivery Points to the Customer’s premises; and (c) aggregate Customer’s natural gas with the natural gas supplies of M&R’s other customers in order for Customer to qualify for transportation service and to address and resolve imbalances (if any) during the term of this Agreement.  As Agent for Customer, M&R will schedule the delivery of a quantity of natural gas at the Sales Points necessary to meet Customer’s city gate requirements based on the consumption and other information that M&R receives from the LDC.  The Sales Points for the natural gas will be a point or points located outside of New York State selected from time to time by M&R to assure service reliability.  The Delivery Points for natural gas transported by interstate pipelines will be the city gate stations of the LDC  M&R agrees to transport or arrange for the transportation of the natural gas from the Sales Points to the Delivery Points and from the Delivery Points to the Customer’s premises.  M&R will supply Customer’s full requirements for natural gas at all facilities listed in this Agreement on a firm basis, and will be responsible for the penalties imposed by the LDC for failure to deliver.  Customer agrees to purchase all its natural gas requirements from M&R on a firm basis.

TAXES, TITLE, RISK OF LOSS, etc. – Customer and M&R agree that title to, control of, and risk of loss of the quantities of natural gas supplied under this agreement will transfer from M&R to Customer at the Sales Point(s). Customer will be liable for and pay all taxes, assessments or surcharges, which are imposed with respect to the sale of natural gas. If Customer is exempt from such taxes, Customer is responsible for identifying and requesting any exemption from the collection of the taxes by filing appropriate documentation with M&R.

CONSUMER PROTECTION –The services provided by M&R to Customer are governed by the terms and conditions of this Agreement. M&R will provide at least 15 days’ notice prior to the cancellation of service to Customer. Customer may obtain additional information by contacting M&R at 1-866-610-7283 or the DPS at 1-888-697-7728, or by writing to the DPS at: New York State Department of Public Service, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223, or through its website at: http://www.dps.state.ny.us.

CANCELLATION –  Customer acknowledges that in the event of a cancellation or termination of this Agreement, it may take up to 10 weeks for Customer to return to the LDC for commodity supply service, and Customer is liable for all M&R charges until Customer’s switch to the LDC or another supplier is effective. A final bill will be rendered within 45 days after the final scheduled meter reading by the LDC or if access is unavailable, an estimate of usage will be used for the final bill, which will be trued-up when the final meter reading is provided.

WARRANTY- This Agreement, including any enrollment form and applicable attachments, as written makes up the entire Agreement between Customer and M&R.  M&R makes no representations or warranties other than those expressly set forth in this Agreement, and M&R expressly disclaims all other warranties, express or implied, including merchantability and fitness for a particular use.

FORCE MAJEURE – In the event that either party is rendered unable, wholly or in part, to perform that party’s obligations under this Agreement due to events not reasonably anticipated or within either party’s control, such as, but not limited to, acts of God, curtailment by Customer’s LDC or M&R transportation capacity, or Customer’s LDC appropriation of natural gas, etc, the Parties agree that such non-performance shall be excused for the duration of the event which caused it. Should the parties have cause to claim force majeure, the claiming party will notify the other party, in writing, of the cause(s) of such event, the anticipated duration of non-performance and the remedies being taken to eliminate the cause. Financial obligations relating to payment for or delivery of natural gas under this Agreement cannot be cause for claiming force majeure and obligations cannot be excused as a result of a force majeure event.

LIABILITY – The remedy in any claim or suit by Customer against M&R will be solely limited to direct actual damages (which will not exceed the amount of Customer’s single largest monthly invoice amount in the immediately preceding 12 months). All other remedies at law or in equity are hereby waived.  In no event will either M&R or Customer be liable for consequential, incidental, indirect, special or punitive damages. These limitations apply without regard to the cause of any liability or damages.  There are no third-party beneficiaries to this Agreement.

MEASUREMENT – Both parties agree hereto to accept for purposes of accounting for quantity, quality and measurement as those reported by the LDC.

DISPUTE RESOLUTION – In the event of a billing dispute or disagreement involving M&R service, Customer must notify M&R in writing within 60 days after the due date, otherwise the dispute is deemed waived.  Customer must pay the bill in full, except for the specific disputed amount, during the pendency of the dispute. If the parties cannot resolve the dispute within 45 days, either party may avail itself of all remedies available under law or equity. The DPS will not resolve non- residential disputes associated with the services provided under this Sales Agreement. However, the DPS will monitor inquiries and contacts from non-residential customers regarding energy service companies and an excessive number of confirmed complaints may result in an energy service company no longer being eligible to supply electricity or natural gas in New York State. The DPS Office of Consumer Services can be reached:  at: New York State Public Service Commission, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223; or by visiting www.dps.state.ny.us.

ASSIGNMENT- Customer may not assign its interests in and obligations under this Agreement without the express written consent of M&R. M&R 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 as authorized by the DPS.

REGULATORY CHANGES – This Agreement is subject to present and future legislation, orders, rules, regulations or decisions of a duly constituted governmental authority having jurisdiction over this Agreement or the services to be provided hereunder.  If at some future date there is a change in any law, rule, regulation or pricing structure whereby M&R is prevented, prohibited or frustrated from carrying out the terms of the Agreement, at its sole discretion M&R shall have the right to cancel this Agreement on 15 days notice to Customer.

INFORMATION RELEASE AUTHORIZATION – Customer authorizes M&R to obtain and review information regarding the Customer’s credit history from credit reporting agencies, and the following information from the LDC: consumption history, billing determinant, credit information, public assistance status, existence of medical emergencies, status as to whether Buyer has a medical emergency, is human needs, elderly, blind or disabled and data applicable to cold weather periods under PSL 32 (3); and information pertaining to PSL 33, tax status and eligibility for economic development or other incentives.  This information may be used by M&R to determine whether it will commence and/or continue to provide energy supply service to Customer and will not be disclosed to a third-party unless required by law.  Customer’s execution of this Agreement shall constitute authorization for the release of this information to M&R.  This authorization will remain in effect during the Term of this Agreement or any renewal thereof. Customer may rescind this authorization at any time by providing written notice thereof to M&R or calling M&R at 1.866.610.7283.  M&R reserves the right to cancel this Agreement in the event Customer rescinds the authorization.       

M&R CONTACT INFORMATION – Customer may contact M&R’s Service Contact Center at 1-866-610-7283, Monday through Friday 8:00 a.m. – 5:00 p.m. EST (contact center hours subject to change) or write to M&R at: P.O Box 292 Mountainville, NY 10953. NYS DEPARTMENT OF PUBLIC SERVICE COMMISSION –  Customer may contact the DPS Office of Consumer Services for inquires and information about ESCO’s and the competitive retail energy market;  The DPS Office of Consumer Services can be reached: at New York State Public Service Commission, Office of Consumer Services, Three Empire State Plaza, Albany, New York 12223; or by visiting www.dps.state.ny.us or toll free at 1-800-342-3377, Monday through Friday 8:00 a.m. – 5:00 p.m. EST.

EMERGENCY SERVICE – The LDC will continue to respond to leaks and emergencies.  In the event of a natural gas leak, service interruption or other emergency, Customer should immediately call the LDC for Con Edison at 1-800-75CONED (1-800-752-6633) and for National Grid at 1-800-490-0045 and for Orange and Rockland Utilities (877) 434-4100 and Central Hudson Gas and Electric (800) 527-2714 and for emergency personnel.  Customer may then call M&R: 1-866-610-7283.

CHOICE OF LAWS – Venue for any lawsuit brought to enforce any term or condition of this Agreement or to construe the terms hereof shall lie exclusively in the State of New York. This Agreement shall be construed under and shall be governed by the laws of the State of New York without regard to the application of its conflicts of law principles.

PARTIES BOUND – This Agreement is binding upon the parties hereto and their respective successors and legal assigns.

CONFIDENTIALITY- Customer agrees that for so long as this Agreement remains in effect and for a period of 2 years following termination of this Agreement, this Agreement and all pricing provided there under is commercially sensitive and shall not, unless required by law, be disclosed to any third party, or any Customer employee without a need to know, without the prior written consent of M&R.