CERTIFICATE OF LIMITED PARTNERSHIP

OF

EMPIRE EXPLORATION COMPANY

        Pursuant to Article 8 of the New York Partnership Law

        WE, THE UNDERSIGNED, desiring to form a limited partnership pursuant to the laws of the State of New York, certify as follows:

        1. The name of the Partnership is EMPIRE EXPLORATION COMPANY.

        2. The character of the business of the Partnership is to invest and become general partner in a partnership which will engage in oil and gas drilling, production, operation and marketing in Villenova Township, Chautauqua County, and Dayton Township, Cattaraugus County, New York, and the doing of any and all things incident there to or connected therewith.

        3. The principal place of business of the Partnership is at 10 Lafayette Square, Buffalo, New York, 14203.

        4. The name and place of residence of the General and Limited Partner are:

        The General Partner:
        EMPIRE EXPLORATION, INC.
        10 Lafayette Square
        Buffalo, New York 14203

        The Limited Partner:
        HERMAN P. LOONSK
        142 Bryant Street
        Buffalo, New York 14222

        5. The Partnership shall terminate on December 31, 2013, unless sooner terminated and dissolved upon the happening of any one of the following events:

        5.1. The withdrawal or incapacity of the General Partner.

        5.2 The sale or other disposition at one time of all or substantially all of the Partnership assets, by the consent of the Limited and General Partner.

        5.3 The election to dissolve the Partnership by the consent of the Limited and General Partner.

        5.4 The happening of any other event causing the dissolution of the Partnership under the laws of the State of New York.

        6. The Limited Partner has agreed to contribute cash to the Partnership in an amount equal to 5% of the Partnership’s capital contribution to Empire 1983 Drilling Program, a New York limited partnership for which the Partnership will act as general partner; but in no event will he be obligated to contribute more than $25,000.00. Such contribution shall be made no later than 30 days from November 30, 1983 or such other date as may be designated by the General Partner.

        7. No additional contribution needs to be made by the Limited Partner.

        8. No time has been agreed upon for the return of the contribution of the Limited Partner.

        9. The share of the profits or other compensation by way of income which the Limited Partner shall receive by reason of his contribution is 5%.

        10. The Partnership Agreement contains the following provisions relating to the right of the Limited Partner to substitute an assignee as contributor in his place:

        10.1 No sale, transfer or assignment of the Limited Partner's interest may be made if the transfer would result in the violation of any federal or state securities laws.

        10.2 The Limited Partner's interest may not be assigned or transferred to a minor or an incompetent except by will or intestate succession.

        10.3 No sale, assignment or transfer of the Limited Partner’s interest is permitted without the prior written consent of the General Partner, which may be unreasonably withheld.

        10.4 In the event of the death, incompentency, or bankruptcy of the Limited Partner, his executor, guardian, trustee, or legal representative, whichever the case may be, shall have all the rights of a Limited Partner for the purpose of settling or managing the estate and such power as the incapacitated Limited Partner possessed to assign all or any part of his interest. The death or incapacity of the Limited Partner shall not dissolve the Partnership.

        10.5 The Limited Partner does not have the right to substitute a purchaser, assignee, transferee, donee, heir, legatee, or other recipient of his interest in his place. All such successors may be admitted as Substituted Limited Partners only with the consent of the General Partner which may be withheld arbitrarily. Any such consent is binding and conclusive without the consent of the Limited Partners. All Substituted Limited Partners are required, if necessary, to execute an amendment to the Partnership Agreement.

        11. The Partnership Agreement does not provide for the admission of additional Limited Partners, other than as provided in Paragraph 10 above.

        12. There is no priority among Limited Partners.

        13. There is no right given for the Partners to continue the business of the Partnership on the Retirement or other legal incapacity of the General Partner.

        14. The Limited Partner is not entitled to demand and receive property other than cash in return for his contribution.

        15. The Limited Partner irrevocably constitutes and appoints the General Partner, as lawful attorney-in-fact with full power and authority in his name, place and stead to execute, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents, instruments and conveyances as may be necessary or appropriate to carry out the provisions or purposes of the Partnership Agreement, including, without limitation:

                (i) all certificates and other instruments (including counterparts of the Partnership Agreement), and any amendment thereof, including any amendment substituting a Limited Partner pursuant to Section 7.03 thereof, which the General Partner deems appropriate to qualify or continue the Partnership as a limited Partnership (or a partnership in which the limited partners have limited liability comparable to that provided by the New York Uniform Limited Partnership Act) in the jurisdictions in which the Partnership may conduct business;

                 (ii) all instruments which the General Partner deems appropriate to reflect a change or modification of the Partnership in accordance with the terms of the Partnership Agreement, including amendments which have been approved by the consent of the Limited Partners as provided for therein; and

                (iii) all conveyances and other instruments which the General Partner deems appropriate to reflect the dissolution and termination of the Partnership.

        The appointment by the Limited Partner of the General Partner as attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner to act as contemplated by the Partnership Agreement in any filing and other action by it on behalf of the Partnership, and shall survive the incapacity of any person hereby giving such power and the transfer or assignment of all or any part of the interests of such person; provided, however, that in the event of the transfer by the Limited Partner of all of his interests, the foregoing power of attorney of a transferor Limited Partner shall survive such transfer only until such time as the transferee shall have been admitted to the Partnership as a Substituted Limited Partner and all required documents and instruments shall have been duly executed, filed and recorded to effect such substitution.

        IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals this 28^th day of November, 1983.

                                         EMPIRE EXPLORATION, INC.
                                         By /s/ William A. Ross Vice-President
                                         General Partner

                                         /s/Herman P. Loonsk
                                         HERMAN P. LOONSK
                                         Limited Partner

ACKNOWLEDGMENT

STATE OF NEW YORK )
COUNTY OF ERIE    )ss:

        On this 28^th day of November, 1983, before me personally came William A. Ross to me known, who, being duly sworn, deposes and says that he resides at 185 South Cayuga Road, Williamsville, NY that he is the Vice-President of EMPIRE EXPLORATION, INC., the corporation described herein and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

                                              /s/William C. Hultman
                                              Notary Public

                                              WILLIAM C. HULTMAN
                                              Notary Public, State of New York
                                              Qualified in Erie County
                                              My Commission Expires March 30, 1984

ACKNOWLEDGMENT

STATE OF NEW YORK )
COUNTY OF ERIE    )ss:

        On this 28^th day of November, 1983, before me personally came HERMAN P. LOONSK, to me known, who, being duly sworn, deposes and says that he resides at 142 Bryant Street, Buffalo, New York, 14222 and that he executed the foregoing instrument.

                                              /s/ William C. Hultman
                                              Notary Public

                                              WILLIAM C. HULTMAN
                                              Notary Public, State of New York
                                              Qualified in Erie County
                                              My Commission Expires March 30, 1984