EX-10.10: COMISSION AGREEMENT

Exhibit 10.10

COMMISSION AGREEMENT

          This Commission Agreement (“Agreement”) is entered into this___ 26th ___day of August, 2005, but shall be effective as of August 1, 2005 subject to paragraph 15. This Agreement is made by and between Bruce H. Hale, an individual residing at 247 Brantwood Road, Snyder, New York 124226 (hereinafter “Agent” or “Mr. Hale”), and Horizon Energy Development, Inc., a New York corporation with U.S. offices at 6363 Main Street, Williamsville, New York 14221 (“Horizon”).

           WHEREAS, Mr. Hale has been employed by National Fuel Gas Company and/or its various subsidiaries (including Horizon) from 1971 through July 31, 2005, and among other things, has worked on and provided advice and expertise on matters relating to international investments and overseas project development, specifically in the Czech Republic, Italy and Bulgaria; for purposes of this Agreement, “National Fuel” shall refer, collectively, to National Fuel Gas Company, and all of its affiliates and/or direct and indirect subsidiaries, including but not limited to Horizon;

           WHEREAS, Horizon owns, indirectly, interests in the following two projects (collectively the “Projects”):

           WHEREAS, Horizon desires to sell its interests in the Projects for cash, and desires to retain Agent to facilitate that sale, subject to the terms and conditions of this Agreement;

           WHEREAS, during the course of Mr. Hale’s employment with National Fuel, Mr. Hale had access to and became acquainted with National Fuel’s trade secrets and confidential and proprietary information and materials, including but not limited to investment plans and strategies;

           WHEREAS, during the course of Mr. Hale’s employment with National Fuel, Mr. Hale was aware that the confidentiality of National Fuel’s trade secrets and

confidential and proprietary information was required to be maintained by National Fuel’s employees;

           WHEREAS, during the course of Mr. Hale’s employment with National Fuel, Mr. Hale was aware that National Fuel’s international energy investment plans, oil and gas exploration and development activities, and other business strategies were subject to restricted use and disclosure;

           WHEREAS, during the course of Mr. Hale’s employment with National Fuel, National Fuel took steps to protect its trade secrets and confidential and proprietary information;

           WHEREAS, Mr. Hale recognizes that National Fuel’s business and goodwill are dependent upon National Fuel’s trade secrets and confidential and proprietary information;

           WHEREAS, National Fuel will sustain great loss and damage if Mr. Hale discloses, utilizes or causes to be disclosed or utilized National Fuel’s trade secrets and/or confidential and proprietary information to third parties or for Mr. Hale’s own benefit;

           WHEREAS, in the absence of this Agreement, National Fuel would not otherwise continue to disclose such confidential and proprietary information to Mr. Hale, or permit access to the same by Mr. Hale.

           NOW THEREFORE, in consideration of the premises, mutual covenants, conditions, and terms to be kept and performed, the parties hereto agree as follows:

           1. APPOINTMENT OF AGENT. Horizon hereby appoints Mr. Hale as Horizon’s agent to engage in negotiations for, and otherwise facilitate, the sale of Horizon’s interest in the Italian Project and the Bulgarian Project for cash. Mr. Hale shall not have the authority to sign binding documents or make binding promises on behalf of Horizon or any affiliate of Horizon, except to the extent provided in separate written instructions or authorizations signed by an officer of Horizon.

           2. TERM OF AGREEMENT . This Agreement shall become effective on August 1, 2005, and continue for a period of one (1) year (the “initial period” or “initial term”), subject to the rights of earlier termination set forth below, and subject to Mr. Hale’s right to receive a commission as set forth below. This Agreement shall be renewable at the option of the parties for successive 1 year periods, provided that the parties have executed an agreement regarding the terms of such renewal at least 30 days prior to the end of the initial period or any successive period. Horizon shall not refuse to extend this Agreement upon the same terms if active negotiations are underway at the end of the initial term or any subsequent term. Agent shall have the option, upon thirty (30) days’ written notice, to terminate this Agreement at any time, for whatever reason. In the event that Agent fails to perform any of the terms and conditions of this Agreement, Horizon shall have the option to give notice and immediately terminate this Agreement.

Upon termination by either party before the end of the initial term or any subsequent term, Agent shall be entitled to reimbursement of reasonable expenses incurred through the date of termination, provided the expenses are not in dispute at the time of termination. Upon termination of this Agreement or upon Agent’s business failure, bankruptcy, receivership, etc., Agent will immediately forward to Horizon all records furnished by Horizon under the terms of this Agreement.

           3. SCOPE OF WORK. Agent shall perform his obligations under this Agreement for Horizon as an independent contractor with the fiduciary duties of loyalty and diligence to negotiate the best sale prices and terms practicable for the Projects. Horizon will use its best efforts to assure that Agent has access to information and the opportunity to discuss information and issues with certain members of management (within the confidentiality provisions set forth herein), in order that Agent may carry out his obligations hereunder. Agent shall provide reports to the individual within the corporate structure of National Fuel and its affiliated companies who may be designated from time to time. As of the effective date of this Agreement, Agent shall provide reports to Philip C. Ackerman, President of National Fuel Gas Company. Before making any written or oral representation to third parties on behalf of Horizon or any of its affiliated companies, Agent warrants and agrees that he will receive specific, prior approval from an authorized officer of Horizon or National Fuel Gas Company.

      4. COMMISSION . Horizon shall pay Agent a commission (the “Commission”) upon the terms provided in this Agreement. Agent’s right to receive the Commission is expressly conditioned on, and the Commission shall be earned by and paid to Agent if and only if, the sale of the Projects, or either of them, is consummated prior to the expiration of this Agreement, or thereafter as provided in Section 6 below, at a price and upon terms and conditions acceptable to Horizon in its sole and absolute discretion. The Commission shall be paid only as and when the sale of the Projects is consummated and sales proceeds are actually received by Horizon. For example, if the Projects are sold under agreements which provide for the payment of some money at the closing, adjusted by a working capital adjustment three months after the closing, and additional money two years after the closing if a Project is in operation at that time, part of the Commission would be calculated and paid at the closing based on the amount actually received by Horizon at the closing, adjusted three months later in proportion to the working capital adjustment, and an additional portion of the Commission would be calculated and paid two years after the closing based on the actual receipt of that money as described in Section 4 below. A partial Commission may be earned and paid upon the sale of one of the Projects as set forth below. The Commission shall constitute the total and maximum compensation which shall be earned by and paid to Agent for his services (other reimbursement of certain expenses as set forth in Section 7 below). If no sale of a Project is consummated, Agent shall be entitled to a portion of earnest money, non-refundable or other deposit retained by Horizon in connection with any sale transaction that is not consummated, calculated in the same manner as set forth in Section 5 below.

      5 CALCULATION OF COMMISSION. The Commission shall be calculated on a sliding scale based on the Total Net Sale Proceeds from the sale of the Projects, as defined below: