CERTIFICATE OF LIMITED PARTNERSHIP

OF

EMPIRE 1983 DRILLING PROGRAM

        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 1983 DRILLING PROGRAM.

        2. The character of the business of the Partnership is to invest and become a partner in a joint venture 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 do any and all things incident thereto 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 partners are:

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

        The Limited Partner: (the "Original limited Partner")
        WILLIAM C. HULTMAN
        2956 Westwood Drive
        Grand Island, New York 14072

        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, subject to reconstitution by election of Limited Partners holding 51% or more of all Partnership Units.

        5.2 The sale or other disposition at one time of all or substantially all of the Partnership assets by consent of the Limited Partners holding 51% or more of all Partnership Units.

        5.3 The election to dissolve the Partnership by the consent of the Limited Partners holding 51% or more of all Partnership Units.

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

        5.5 The consent and election provided in paragraphs 5.2 and 5.3 above are conditional upon obtaining an opinion of counsel that the operation of such provisions is permitted by the New York Uniform Limited Partnership Act, will not impair the limited liability of the Limited Partners and will not adversely affect the classification of the Partnership as a partnership for Federal income tax purposes.

        6. The Original Limited Partner has contributed cash in the amount of Ten Dollars ($10.00) to the Partnership.

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

        8. The time agreed upon for the return of the contribution of the Original Limited Partner is upon admission of other Limited Partners.

        9. The share of the profits or other compensation by way of income which the Original Limited Partner shall receive by reason of his contribution is 95%.

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

        10.1 Upon the admission of one or more Limited Partners, the Original Limited Partner shall withdraw from the Partnership and be repaid the amount of his Capital Contribution and shall have no further liability to the Partnership.

        10.2 No sale, transfer or assignment of a Limited Partner’s Units may be made if the transfer would result in a termination of the Partnership under the Internal Revenue Code, as amended, or if the transfer would violate any federal or state securities laws applicable to the Partnership or the Units to be transferred or assigned.

        10.3 No assignment or transfer of all or any part of the Units is permitted to be made to a minor or an incompetent except by will or intestate succession.

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

        10.5 If a Limited Partner dies, his executor, administrator or trustee, or, if he is adjudicated incompetent, his committee, guardian or conservator, or, if he becomes bankrupt, the trustee or receiver of his estate, shall have all the rights of a Limited Partner for the purpose of settling or managing his estate and such power as the incapacitated Limited Partner possessed to assign all or any part of his Units and to join with such assignee in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The death or incapacity of a Limited Partner shall not dissolve the Partnership.

        10.6 No Limited Partner has the right to substitute a purchaser, assignee, transferee, donee, heir, legatee, or other recipient of Units of a Limited Partner 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 any of the Limited Partners. All Substituted Limited Partners or their attorney-in-fact are required 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, and as follows:

        The General Partner may admit additional Limited Partners who agree to contribute $50,000.00 (or more in increments of $5,000.00) to the Partnership on or before November 30, 1983, or such other date designated by the General Partner, by executing a subscription agreement and suitability statement acceptable to the General Partner. Such subscription shall be payable in full in cash, or in the alternative, a Limited Partner may pay not less than 50% of his subscription in cash and deliver a promissory note secured by a letter of credit and an assumption agreement in payment of the balance. Such subscriptions to the Partnership in the aggregate shall not exceed $10,000,000.00, but shall be at least $6,000,000.00 if any additional Limited Partners are admitted.

        12. There is no priority among Limited Partners.

        13. In the event of the death, bankruptcy, dissolution or other legal incapacity of the General Partner, the Partnership shall be dissolved subject to reconstitution at the election of the withdrawing General Partner or its legal representative and with the consent of Limited Partners holding 51% or more of all Partnership Units, with the successor General Partner as General Partner of such reconstituted Partnership.

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

        15. Each 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 Partners 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 Units of such person; provided, however, that in the event of the transfer by a Limited Partner of all of his Units, 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 28th day of November, 1983.

                                                     EMPIRE EXPLORATION COMPANY
                                                     By Empire Exploration, Inc.
                                                     By /s/ William A. Ross  Vice-President
                                                              General Partner
                                                       /s/ William C. Hultman
                                                              Original Limited Partner

ACKNOWLEDGMENT

STATE OF NEW YORK)
COUNTY OF ERIE   ) Ss:

        On this 28th day of November, 1983, before me personally came William A. Ross to me known, who being by me sworn, did depose and say that he resides at 185 Cayuga Road, Williamsville, NY that he is the Vice-President of EMPIRE EXPLORATION, INC., the General Partner of Empire Exploration Company; that it is the corporation described in and which executed the foregoing instrument on behalf of Empire Exploration Company; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was affixed by order of the Board of Directors of said corporation; and that he signed his name thereto by like order.

                                           /s/ Thomas F. Hewner
                                           Notary Public
                                           THOMAS F. HEWNER
                                           Notary Public, State of New York
                                           Qualified in Erie County
                                           My commission expires March 30, 1984

ACKNOWLEDGMENT

STATE OF NEW YORK)        Ss:
COUNTY  OF  ERIE )

On this 28th day of November, 1983, before me personally came WILLIAM C. HULTMAN, to me known, who, being duly sworn, deposes and says that he resides at 2956 Westwood Drive, Grand Island, New York, 14072 and that he executed the foregoing instrument.

                                           /s/ Thomas Hewner
                                           Notary Public
                                           THOMAS F. HEWNER
                                           Notary Public, State of New York
                                           Qualified in Erie County
                                           My Commission Expires March 30, 1984