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Promissory Notes Put Agreement

This is an actual contract by Corning Natural Gas.
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Promissory Notes Put Agreement

This Agreement dated as of August 18, 2006, is entered into by and between C&T Enterprises, Inc., a Pennsylvania corporation ("C&T"), Corning Natural Gas Corporation, a New York corporation ("Corning"), Corning Natural Gas Appliance Corporation ("CNGAC"), Thomas K. Barry ("Barry") and Kenneth James Robinson (" Robinson").

WHEREAS, C&T and Corning have entered into an Agreement and Plan of Merger dated as of May 11, 2006 (as amended, the "Merger Agreement") pursuant to which Corning will merge into a wholly-owned subsidiary of C&T, subject to certain closing conditions (the "Merger");

WHEREAS, CNGAC holds the following promissory notes: (i) the Promissory Note dated September 15, 2003 in the original principal amount of $240,000 with Corning Appliance Corporation as Obligor (with principal amount outstanding as of July 31, 2006 of $80,000, and an additional $80,000 due November 2006); and (ii) the Promissory Note dated September 15, 2003 in the original principal amount of $600,000 with Corning Appliance Corporation as Maker and Messrs. Malekzadeh, Raj, Sesar and Perry as Guarantors (with principal amount outstanding as of July 31, 2006 of $476,747)(collectively, the "Promissory Notes");

WHEREAS, C&T has expressed its desire that the Promissory Notes be sold by CNGAC for cash prior to closing of the Merger (the "Closing");

WHEREAS Barry and Robinson each agree to be the buyers of last resort if the Promissory Notes have not been sold or transferred for cash proceeds prior to the Closing;

NOW THEREFORE, for good and valuable consideration, the receipt of which is acknowledged by all parties hereto, the parties hereto agree as follows:

1. Corning and CNGAC each agree to
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