STOCK TENDER AGREEMENT

        THIS STOCK TENDER AGREEMENT (this "Agreement"), is entered into as of December 9, 2003 by and among EXCO Resources, Inc., a Texas corporation ("Parent"), and NCE Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Purchaser"), on the one hand, and NUON Energy & Water Investments, Inc. ("Stockholder"), an approximately 85.6% stockholder of North Coast Energy, Inc., a Delaware corporation (the "Company"), on the other hand. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).

R E C I T A L S

        WHEREAS, Stockholder is, as of the date hereof, the record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act")) of the number of shares of common stock, par value $0.01 per share, of the Company (the "Common Stock") set forth opposite the name of such Stockholder on Schedule 1 hereto; and

        WHEREAS, Parent, Purchaser and the Company have entered into an Agreement and Plan of Merger, dated November 26, 2003, as amended and restated on December 4, 2003 (the "Merger Agreement"), which provides, among other things, for (a) Purchaser to commence a tender offer for all of the issued and outstanding shares of Common Stock (the "Offer") and (b) the merger of Purchaser with and into the Company with the Company continuing as the surviving corporation (the "Merger"), in each case upon the terms and subject to the conditions set forth in the Merger Agreement; and

        WHEREAS, as a condition to the willingness of Parent and Purchaser to enter into the Merger Agreement and as an inducement and in consideration therefor, the Stockholder has agreed to enter into this Agreement.

        NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein and in the Merger Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

        Section 1.    Representations and Warranties of Stockholder. Stockholder hereby represents and warrants to Parent and Purchaser as follows:

(a)

Stockholder is the record and beneficial owner (as defined in Rule 13d-3 under the Act) of the shares of Common Stock set forth opposite its name on Schedule 1 to this Agreement (such shares of Common Stock, together with any Common Stock acquired by the Stockholder after the date of this Agreement, whether Shares acquired by way of exercise of options, warrants or other rights to purchase Common Stock or by way of dividend, distribution, exchange, merger, consolidation, grant of proxy or otherwise, but excluding shares owned by other Stockholders, all as may be adjusted from time to time pursuant to Section 6 hereof, the "Shares"). Stockholder does not hold any options, warrants or other rights to purchase Common Stock.



(b)

Stockholder has voting power, power of disposition and power to agree to all of the matters regarding such Stockholder set forth in this Agreement, in each case with respect to all of the Shares, with no limitations, qualifications or restrictions on such right. Stockholder is not the record or beneficial owner of any securities of the Company on the date hereof other than the Shares and the Company Options and Company Warrants set forth on Schedule 1.

1

(c)

Stockholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby regarding such Stockholder.



(d)

This Agreement has been validly executed and delivered by Stockholder and, assuming due and valid authorization, execution and delivery thereof by Parent and Purchaser, constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.



(e)

Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a violation of, or constitute (with or without due notice or lapse of time or both) a default under, or conflict with, or give rise to any right of termination, cancellation or acceleration under any contract, trust, note, bond, mortgage, indenture, license, agreement, or material contractual restriction or obligation of any kind to which such Stockholder is a party or by which such Stockholder or its Shares are bound, which singularly or in the aggregate, would prevent or adversely effect the ability of such Stockholder to perform its obligations under this Agreement. The consummation of the transactions contemplated hereby will not violate, or require any consent, approval or notice (except those required under applicable securities laws) under, any provision of any judgment, order, injunction, decree, statute, law, rule or regulation applicable to such Stockholder which, singularly or in the aggregate, would prevent or adversely effect the ability of such Stockholder to perform its obligations under this Agreement.


 

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