ARTICLES OF ORGANIZATION

OF

SENECA ENERGY II, LLC

Under Section 203 of the
Limited Liability Company Law

           Filed by:       David V. Sanchez, Esq.
                           Amigone, Sanchez, Mattrey & Marshall, LLP
                           1300 Main Place Tower
                           Buffalo, New York  14202
                           (716) 852-1300

ARTICLES OF ORGANIZATION

OF

SENECA ENERGY II, LLC

Under Section 203 of the
Limited Liability Company Law

        FIRST: The name of the limited liability company is:

SENECA ENERGY II, LLC

        SECOND: The county within this state in which the office of the limited liability company is to be located is: Erie

        THIRD: The Secretary of State is designated as agent of the limited liability company upon whom process against it may be served. The post office address within this state to which the Secretary of State shall mail a copy of any process against the limited liability company served upon him or her is: 9678 Main Street, Clarence, New York 14031.

        FOURTH: The effective date of the Articles of Organization is upon filing.

        FIFTH: The limited liability company is to be managed by one or more members. No Member shall be liable for the debts, obligations or liabilities of the LLC to a third party unless the Member agrees in writing to be liable. No Member has the authority or power to act for or on behalf of, to bind, or to incur any liability on behalf of the LLC except as provided in the Operating Agreement of the Company.

        IN WITNESS WHEREOF, this Certificate has been subscribed this 23^rd day of February 2000, by the undersigned who affirms that the statements made herein are true under penalties of perjury.

/s/David V. Sanchez
David V. Sanchez, Organizer