MASTER AGREEMENT FOR SALE SPOT OF NATURAL GAS TO THE POINT OF VIRTUAL EXCHANGE

This agreement (hereafter the "Master Agreement") is made between: ... omissis

10. FORCE MAJEURE

10.1 The Parties shall not be liable for any damages and / or losses arising from Force Majeure, as defined below, that may in whole or in part impede the fulfillment of the obligations under this Master Agreement or under any other individual Individual Contract to the extent and for the period in which such Force Majeure continues, provided that: (I) (II) after the occurrence of such event the Party intending to invoke the impossibility to fulfill to Force Majeure will have to give notice to the other as quickly as possible; the Party affected by Force Majeure will have to take all reasonable efforts to minimize its own losses and those of the other Party. The term "Force Majeure" means any event or circumstance occurred that is inevitable or not attributable to the Party appealing to it and any event that prevents all or part of the fulfillment of the obligations under this Contract Master and / or referred to Individual Contracts. 10.2 In any case, by way of example and not limitation, the following events are to be considered as Force Majeure : (I) (II) the events are regarded as such by the Carrier in relation to the Virtual Trading Point; impediments and / or suspension techniques involving the PSV system and / or network of pipelines upstream of the Delivery Point and which does not permit, in whole or in part, the part that suffers them to fulfill the obligations arising from the Contract Master and Individual Contracts; (III) natural events, general strikes, sabotage, earthquakes, landslides, mudslides, wars, floods, acts of terrorism; (IV) laws, rules and regulations issued by any public authority which may have an impact as to prevent in an integral or essential part the fulfillment of the the obligations of a Party. 10.3 In the event of disruptions of supply, since the moment of the announcement of Force Majeure, the Parties shall make every effort to determine the best solution to minimize the economic damage to both, identifying, if possible, specific conditions of supply for the duration of the Force Majeure until the restore of the former situation.

10.4 In the event of any occurrence of Force Majeure which have the effect of making the fulfillment of the commitments of the Party impossible or unlawful, in whole or in part, concerned in the said case, these commitments will be reduced in so far as they are affected by Force Majeure and just for the time period in which the above-mentioned causes exist. Consequently, the respective obligations of the provision and withdrawal of natural gas, as well as those related to them or otherwise arising out of this Master Agreement or the Single Individual Contract will be suspended in whole or in part for the duration of the event of Force Majeure. 10.5 The impossibility invoked by the Purchaser to comply with its payment obligations under this Agreement Master will not be considered under any circumstances due to Force Majeure.

11. LIMITATION OF LIABILITY '

11.1 Each Party shall be liable to the other Party for failure to comply with the obligations established by this Master Agreement or Single Individual Contract only in case of intent or gross negligence limited to damages that are a direct consequence, with the exception of damage indirect, consequential or otherwise.

12. TERMINATION CLAUSE AND NOTICE TO COMPLY

12.1 In accordance with the effects of the provisions of Article 1456 Italian Civil Code, this Agreement and each Master Individual Contract will be resolved ipso jure by a simple written statement by the non-defaulting Party in the following case: - The beginning of an action, a process for the liquidation or bankruptcy proceedings, or substantial modification of the company's interest that one of the parties after the date of execution of this Agreement Master. 12.2 Each Individual Contract shall also be terminated in accordance with the disposal of the Article 1454 Italian Civil Code in the case of delay in payment of the Contract Price in the terms of Article 8 (Invoicing and Payment), if such payment isn't done within seven (7) working days after receipt of a written request, which must be submitted with the provisions of article 19 (Notices).

13. WARRANTY
13.1 If the individual Individual Contract requires the Buyer to provide a bank guarantee on first demand, as coverage of the exact and punctual fulfillment of all the obligations contained in this Master Agreement and the Individual Contract, the Bank Guarantee shall be issued by a leading Italian bank, or by the Italian branch of a leading foreign bank and must be submitted to the Seller in the time allowed by the Individual individual Contract, never less than five (5) working days. The

Seller also will specify the amount of the bank guarantee and the duration of the same. This Bank Guarantee will ensure the accurate and timely fulfillment of all the obligations contained in this Agreement and the Master Individual Contract, including those arising from the payment of the amounts due under the Contract Price. The text of the said Bank Guarantee must be equal in every respect to the one attached to this Agreement Master sub "D". 13.2 The Vendor may give to the Buyer the possibility to deliver a single bank guarantee to cover the exact and punctual fulfillment of all the obligations contained in this Master Agreement and more Individual Contracts, including those arising from the payment of the amounts due under of the Contract Price, as well as the possibility, in the case of DufEnergy Trading SA, to produce in replacement of the bank guarantee, a Parent Company Guarantee TBD. 13.3 The Bank Guarantee, as well as the Parent Company Guarantee, will involve expressly the renunciation of the benefits, rights or exceptions deriving from Articles 1944, 1945, 1955 and 1957 Italian Civil Code ... omissis

16. APPLICABLE LAW AND ARBITRATION

16.1 This Agreement and each Master Individual Contract shall be interpreted and regulated exclusively by Italian law. 16.2 The Parties shall endeavor to settle amicably any dispute and / or disputes arising from this Master Agreement or Individual Contract, including, without prejudice to the generality, the question of its validity, interpretation, execution and resolution. 16.3 In the event that the Parties are unable to reach a friendly settlement of the dispute, the dispute shall be referred to the decision of three arbitrators to be appointed in accordance with the "National Arbitration Rules" of National and International Arbitration of Milan, which the Parties expressly declare to know and accept, with respect, but not limited to, the method of appointment of arbitrators. 16.4 The arbitrators shall decide according to law, in compliance with the mandatory provisions of the Code of Civil Procedure relating to arbitration ritual. 16.5 The arbitration shall be held in Milan. ... omissis

18. ASSIGNMENT OF CONTRACT

18.1 It is expressly forbidden to each Party to assign, transfer, constrain, pledge or otherwise

dispose of, in whole or in part, this Master Agreement and single Individual Contracts below it as well as the rights and obligations of any kind deriving from them without the prior written permission of the other Party, such consent shall not be unreasonably denied and, in any case, shall not be denied in the case of an assignment subsidiaries and / or controlling, as identified on the basis of the criteria laid down 'art. 2359 of the Civil Code, as well as in relation to financial institutions and credit institutions that are to receive payments by the Parties. ... omissis

APPENDIX "D" Bank Guarantee [On the letterhead of the Bank guarantor] Dear [] Our .ref.: Given that: - Between [] and [] (l '"Purchaser") was signed on [] a Master Agreement for Sale of Natural Gas Spot the Virtual Trading Point (the "Master Agreement"), and [on []] between the same [] and the Purchaser is / are / will be (was / s) stipulated / i (a) contract / s spot sale of natural gas at the Virtual Trading Point or PSV (the / i "Contract / the Individual / i") (the Master Agreement and / the contract / the Individual / s hereinafter, collectively, the "Contracts"). In conformity with Agreements, [] has requested to the Purchaser, the release in its favor of a bank guarantee on first demand of Euro [] (Euro [] / 00) to cover all claims arising from the above contracts, including those arising from the payment of the consideration for the sale of natural gas due under the Contract Price. That said, 1) The undersigned [NAME OF BANK], with its registered office at [] street [], registered in the Register of Companies of [], CF / P.IVA [], registered in the Register of Banks number [], represented by [], born in [] [], in his capacity as [], hereby authorized to sign the acts of surety in the name and on behalf of the guarantor Bank (hereinafter the "Bank" ), by virtue of the powers conferred on him by [], irrevocably undertakes to immediately pay to [], upon written request and without any proof or reason, any exception and without any prior notice, summons, formal notice or demand against the company [] all sums which [] will be entitled to require the above up to the amount of Euro [] (Euro [] / 00). 2) The Bank, as depicted above, declares that this warranty shall not apply the provisions of Articles 1944, 1945, 1955 and 1957 of the Italian Civil Code, of which, however, waives. 3) This warranty guarantees the fulfillment of all the obligations assumed by [] by virtue of the Contracts, either by way of compensation, either as compensation or compensation, and will be valid from the date of issuance thereof, extinguishing itself on the date of []. 4) This warranty is abstract and independent of the underlying contracts.

5) Any disputes concerning the interpretation, validity, effectiveness and enforcement of this warranty is exclusive jurisdiction to the Court of Milan. This warranty is completely regulated by Italian law. Sincerely. Place and Date [NAME OF BANK] [Seal and Signature] ____________________