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                                                                  EXHIBIT 10.21

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                         ASSIGNMENT OF LEASES AND INCOME

                            dated as of March 1, 2000
                                 by and between

                      AES RED OAK URBAN RENEWAL CORPORATION

                                 (as "ASSIGNOR")

                                      -and-

                               AES RED OAK, L.L.C.

                                 (as "ASSIGNEE")

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                        This instrument was prepared by,
                      and after recording please return to:

                               Stephanie Ray, Esq.
                       WINTHROP, STIMSON, PUTNAM & ROBERTS
                             One Battery Park Plaza
                          New York, New York 10004-1490


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         THIS ASSIGNMENT OF LEASES AND INCOME (the "ASSIGNMENT"), made as of the
1st of March, 2000, by AES RED OAK URBAN RENEWAL CORPORATION, a corporation
organized and validly existing under the laws of the State of New Jersey and
having an address at 777 Washington Road, Parlin, New Jersey 08859 (together
with its permitted successors and assigns, the "ASSIGNOR"), to AES RED OAK,
L.L.C. a Delaware limited liability company, having an address at c/o The AES
Corporation, 1001 North 19th Street, Arlington, Virginia 22209 (together with
its permitted successors and assigns, "ASSIGNEE").

                              W I T N E S S E T H:

         A. Assignee, pursuant to the terms of that certain deed between Forest
View Industrial Park, Inc. ("FOREST VIEW") and Assignor, dated February 23, 2000
(the "DEED"), is the fee owner of the property located in the Borough of
Sayreville, Middlesex County, New Jersey, more particularly described in EXHIBIT
A attached hereto and made a part hereof (the "SITE"), which Deed was recorded
in the Office of the Clerk of Middlesex County, New Jersey (the "REGISTER'S
OFFICE") on February 24, 2000 in Book 4748, Page 548.

         B. Assignee, pursuant to the Deed, is the holder of (i) a certain
access easement to Jernee Mill Road (the "ACCESS EASEMENT"), which Access
Easement was originally granted by Pfizer Inc. to Forest View pursuant to an
Easement dated June 22, 1989 and recorded in the Register's Office on June 22,
1989 in Deed Book 3789, Page 213, affecting the property described on EXHIBIT B
attached hereto and made a part hereof (the "ACCESS EASEMENT PREMISES"), and
(ii) two (2) sight triangle easements (the "SIGHT TRIANGLE EASEMENTS"), which
Sight Triangle Easements were originally granted by Pfizer Inc. to Forest View
pursuant to an Easement dated June 22, 1989 and recorded in the Register's
Office on June 22, 1989 in Deed Book 3789, Page 227, affecting the property
described on EXHIBIT C attached hereto and made a part hereof (the "SIGHT
TRIANGLE EASEMENTS PREMISES") (the "ACCESS EASEMENT PREMISES" together with the
"SIGHT TRIANGLE EASEMENTS PREMISES," collectively, the "EASEMENT PREMISES").

         C. Assignee, pursuant to the terms of that certain Ground Lease
Agreement dated as of March 1, 2000 (as amended, modified or otherwise
supplemented form time to time the "SITE LEASE") between Assignee, as ground
lessor, and Assignor, as ground lessee, Assignee has leased to Assignor (i) the
Site, (ii) the Access Easement and the Sight Triangle Easements, and (iii) all
of Assignor's rights under that certain License Agreement for Utility Lines
Occupation dated February 23, 2000 between Consolidated Rail Corporation and
Assignor affecting the real property described in EXHIBIT D attached hereto and
made a part hereof. A memorandum of Site Lease was delivered to the Register's
Office for recording immediately prior to the recordation of this Assignment;

         D. Assignor intends to finance the construction of a portion of the
Facilities on the Site (such portion, the "URC FACILITY") through the borrowing
from Assignee of the sum of Forty Million Dollars ($40,000,000.00) (the "LOAN")
pursuant to a certain Promissory Note, dated as of March 1, 2000 between
Assignor and Assignee dated as of March 1, 2000 (the "URC LOAN AGREEMENT");

                  [URC ASSIGNMENT OF LEASES, RENTS AND INCOME]

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         E. Assignor, pursuant to that certain Ground Sublease dated as of March
1, 2000 (as amended, modified or otherwise supplemented from time to time, the
"SITE SUBLEASE"), between Assignor, as ground sublessor, and Assignee, as ground
sublessee, Assignor has subleased the Site and the URC Facility to Assignee. A
memorandum of Site Sublease was delivered to the Register's Office for recording
prior to the recordation of this Assignment.

         F. Assignor granted to Assignee a security interest in and to its
leasehold interest in and to the Site, the Facilities, the Easement Facilities
and the Easement Premises (the "PREMISES") pursuant to the terms of that certain
Leasehold Mortgage, Security Agreement and Assignment of Leases and Income,
dated the date hereof, between Assignee, as mortgagee, and Assignor, as
mortgagor, (as amended, modified or supplemented from time to time, the
"MORTGAGE"). Assignor granted the Mortgage to Assignee as security for
Assignor's obligations under that certain Mortgage and the URC Loan Agreement;

         G. As further security, Assignor has, INTER ALIA, agreed to assign all
of its right, title and interest in the Leases (as hereinafter defined) and its
right to receive Income (as hereinafter defined) to Assignee pursuant to the
terms of this Assignment.

         Any capitalized terms used herein and not otherwise defined herein
shall have the meanings given to such terms in the Mortgage or, if not defined
therein, as defined in the URC Loan Agreement.

         NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
conclusively acknowledged and in order to secure the payment of the URC Loan
Agreement, Assignor does hereby assign, transfer and set over to Assignee, its
successors and permitted assigns, all of the right, title and interest of
Assignor in and to:

                  a) any lease, sublease, rental agreement, occupancy agreement,
         license, franchise or concession agreement or any other form of
         agreement however denominated, written or oral, affecting the Mortgaged
         Property, or any part thereof, including without limitation the Project
         Contracts now or hereafter entered into and all modifications,
         amendments, renewals, extensions, replacements, guarantees and other
         agreements affecting the same (collectively, the "LEASES"); and

                  b) any and all rents, issues and profits of the Mortgaged
         Property, including without limitation the Project Revenues
         (collectively, "INCOME").

         Section 1. NATURE OF ASSIGNMENT. The assignment contained in the
foregoing PARAGRAPHS A and B shall be fully operative and create, and are
intended and shall be construed to create an absolute assignment for security
purposes without any further action on the part of either party.

         Section 2. REVOCABLE LICENSE. Assignee hereby gives Assignor a
revocable license to collect the Income and to retain, use and enjoy the same
and to exercise the rights granted herein. The license herein granted may be
revoked by Assignee by written notice to Assignor upon the occurrence and during
the continuance of any Event of Default.

                  [URC ASSIGNMENT OF LEASES, RENTS AND INCOME]

<PAGE>

         Section 3. ASSIGNEE'S RIGHTS AND REMEDIES. Upon the occurrence and
during the continuance of any Event of Default under this Assignment, the
Mortgage or the URC Loan Agreement, Assignee shall have all of the rights,
remedies and benefits granted to it under the Mortgage with respect to the
Leases and Income, it being agreed and understood that for purposes of this
SECTION 3, (i) the term "Mortgaged Property" as used in the Mortgage includes
the Site, the Facilities, the Easement Premises, the Leases and Income, (ii)
references therein to "Mortgagor" shall be deemed to be references to Assignor
and (iii) references therein to "Mortgagee" shall be deemed to be references to
Assignee.

         Section 4. RIGHTS IN RESPECT OF THE MORTGAGED PROPERTY. If a default
under the Mortgage or the URC Loan Agreement shall have occurred and be
continuing, and in addition to the right to collect, use and apply Income as
more fully described in SECTION 5 below, and whether or not foreclosure has or
shall have been instituted, Assignee shall have the unqualified and absolute
right to enter upon and take possession of, and manage and operate, any part of
or all of the Mortgaged Property and to carry on the business and exercise the
rights and powers of Assignor with respect to the Mortgaged Property.

         Section 5. RIGHTS IN RESPECT OF INCOME. If a default under the Mortgage
or the URC Loan Agreement shall have occurred and be continuing, Assignee shall
have the unqualified and absolute right, whether or not Assignee takes
possession of the Mortgaged Property, to receive the Income and to use and apply
the Income in accordance with the terms of the Indenture provided that Assignee
shall first have the right to apply Income to (i) the operation and maintenance
of the Mortgaged Property (as more fully described in SECTION 4 above) and (ii)
the payment of the Secured Obligations until the same have been repaid in full.

         Section 6. RELEASE. Assignee shall not, if in fact it chooses to
exercise any or all of the rights given to Assignee in SECTIONS 4 and 5
(collectively, the "RIGHTS"), be liable to Assignor for any act done or anything
omitted to be done by it in good faith in connection with the management or
operation of the Mortgaged Property, except for the consequences of its own
gross negligence or willful misconduct.

         Section 7. POWER OF ATTORNEY. Assignor hereby irrevocably constitutes
and appoints Assignee (acting itself or by its agents, servants or attorneys, or
by such officers or agents as it may appoint, or by a court-appointed receiver)
its true and lawful attorney and agent, coupled with an interest, to undertake
and execute, if an Event of Default shall have occurred and be continuing, any
or all of the Rights with the same force and effect as if undertaken or executed
by Assignor.

         Section 8. UNTIL AND UNLESS LICENSE REVOKED. Until and unless the
license granted in SECTION 2 above is so revoked, Assignor agrees to collect and
receive the Income and to apply the Income in accordance with the URC Documents
or otherwise to the payment of the Secured Obligations, and all expenses that
Assignor may be authorized to make under this Assignment, the Mortgage or the
other URC Security Documents. In no event shall the execution and delivery of
this Assignment or the exercise by Assignee (if Assignee so chooses) of any of
the Rights, release Assignor from any of its obligations under any of the Leases
or be deemed to be a

                  [URC ASSIGNMENT OF LEASES, RENTS AND INCOME]

<PAGE>

waiver by Assignee or its successors and assigns of the right to enforce the
Secured Obligations in strict accordance with the terms and provisions of this
Assignment, the Mortgage and the other URC Security Documents.

         Section 9. NO FURTHER ASSIGNMENT. Assignor covenants that so long as
any of the Secured Obligations shall remain unpaid, Assignor will make no
assignment, pledge or other disposition of, nor encumber, any of the Leases or
the Income except as permitted under the terms of the URC Documents.

         Section 10. SCHEDULE OF LEASES. At any time, and from time to time, on
reasonable notice from Assignee, Assignor shall deliver to Assignee a schedule
of all Leases then in effect, which schedule shall include such information as
Assignee may reasonably request. If requested by Assignee, Assignor shall also
deliver photocopies of all Leases accompanied by the certificate of Assignor
that such copies are true and complete.

         Section 11. NOTICE TO TENANTS. Assignor, for the benefit of Assignee
and each Tenant, hereby covenants and agrees that a notice in writing by
Assignee to Tenants advising them that Assignor has suffered an Event of Default
hereunder and requesting that all future payments of rent, additional rent or
other charges under the Leases be made to Assignee (or its agent) or to accept
performance by Assignee of Assignor's obligations under the Leases, as the case
may be, shall be construed as conclusive authority to such Tenants that such
payments are to be made to Assignee (or its agent) or such performance is to be
accepted from Assignee (or its agent). Such Tenants shall be fully released and
protected by Assignor in making such payments to or accepting such performance
from Assignee (or its agent); and Assignor hereby waives any claims against such
Tenants and irrevocably constitutes and appoints Assignee the attorney-in-fact
and agent of Assignor, coupled with an interest, for the purpose of endorsing
the consent of Assignor on any such notice.

         Section 12. ATTORNMENT BY TENANTS. In the event Assignee or its
designee acquires the Premises pursuant to a foreclosure proceeding or a deed in
lieu of foreclosure, each party under a Lease shall, at the option of Assignee,
attorn to any Person succeeding to the interest of Assignor as a result of such
action and shall recognize such Person in the place of Assignor under the
applicable Lease without change in the terms or other provisions thereof. To the
extent permitted by applicable Legal Requirements, such Person shall not be (i)
liable for any act or omission of any Person preceding such Person under such
Lease (including Assignor), (ii) subject to any offsets or defenses against any
Person preceding such Person (including Assignor), or (iii) bound by (a) any
payment of rent or additional rent made more than one month in advance of its
due date (b) any obligation to make any payment to, or to undertake or complete
any construction for, such tenant, or (c) any amendment or modification of any
such Lease made without Assignee's consent and which, pursuant to the Financing
Documents, required Assignee's consent. Each party to a Lease shall, upon
request of Assignee or such Person, execute and deliver instruments confirming
such attornment, but Assignor shall have no liability if such party fails to do
so.

                  [URC ASSIGNMENT OF LEASES, RENTS AND INCOME]

<PAGE>

         Section 13. RIGHTS AND REMEDIES CUMULATIVE. The rights and remedies of
Assignee hereunder are cumulative and are not in lieu of, but are in addition
to, and shall not be affected by the exercise of, and may be exercised
concurrently with, any other rights and remedies which Assignee shall have under
or by virtue of law or equity, this Assignment or any other URC Documents.

         Section 14. ASSIGNMENT BY ASSIGNEE. Assignee may assign its interest in
this Assignment to any subsequent holder of the Mortgage or to any party who
acquires title to the Premises by foreclosure or pursuant to a deed in lieu
thereof. No such party who acquires title to the Premises by foreclosure or deed
in lieu thereof shall be liable to account to Assignor for any Income thereafter
accruing.

         Section 15. EVENTS OF DEFAULT. Any "Event of Default" as defined under
the Mortgage shall constitute an Event of Default hereunder.

         Section 16. NOTICES AND DELIVERIES. (a) MANNER OF DELIVERY. All
notices, communications and materials (including all information) to be given or
delivered pursuant to this Assignment shall be in writing (which shall include
telex and telecopy transmissions);

         (b) All notices, communications and materials shall be given or
delivered at the following respective addresses and telecopier and telephone
numbers and to the attention of the following individuals or departments:

                  (i)      if to Assignor, to it at:

                           AES Red Oak Urban Renewal Corporation.
                           777 Washington Road
                           Parlin, New Jersey 08859
                           Attention:  Project Manager
                           Telecopier/Telefax No.:  703-528-4510

                  (ii)     if to Assignee, to it at:

                           AES Red Oak, L.L.C.
                           1001 North 19th Street
                           Arlington, VA 22209
                           Attention:  Project Manager
                           Telecopier/Telefax No.:  703-528-4510

                  [URC ASSIGNMENT OF LEASES, RENTS AND INCOME]

<PAGE>

                           with a copy to:

                           The AES Corporation
                           1001 North 19th Street
                           Arlington, Virginia 22209
                           Attention:  General Counsel
                           Telecopier/Telefax No.:  703-528-4510

or at such other address or telecopier number or telephone number or to the
attention of such other individual or department as the party to which such
information pertains may hereafter specify for the purpose in a notice to the
other specifically captioned "Notice of Change of Address" given to (i) if the
party to which such information pertains is the Assignor, the Assignee, and (ii)
if the Party to which such information pertains is the Assignee, the Assignor.

         (c) EFFECTIVENESS. Each notice and communication and any material to be
given or delivered hereunder shall be effective or deemed delivered or furnished
(i) if sent by certified mail, return receipt requested, on the third business
day after such notice, communication or material, addressed as above provided,
is delivered to the United States post office and a receipt thereof is issued
thereby, (ii) if sent by any other means of physical delivery, when delivered to
the address of the addressee addressed as above provided, and (iii) if sent by
telecopier, when such notice, communication or material is transmitted to the
appropriate telecopier number as above provided and is received at such number.

         Section 17. JUDICIAL PROCEEDINGS. WAIVER OF JURY TRIAL. Any judicial
proceeding brought against any party with respect to this Agreement shall be
brought in any court of competent jurisdiction in Middlesex County, New Jersey,
and, by execution and delivery of this Agreement, each party, to the greatest
extent permitted by applicable law, (i) accepts, generally and unconditionally,
the nonexclusive jurisdiction of such courts and any related appellate court and
irrevocably agrees to be bound by any judgment rendered thereby in connection
with any such claim and (ii) irrevocably waives any objection it may now or
hereafter have as to the venue of any such proceeding brought in such a court or
that such a court is an inconvenient forum. ASSIGNOR IRREVOCABLY DESIGNATES,
APPOINTS, AND EMPOWERS AND HEREBY CONFERS AN IRREVOCABLE SPECIAL POWER, AMPLE
AND SUFFICIENT, TO CT CORPORATION SYSTEM, WITH OFFICES ON THE DATE HEREOF
LOCATED IN 1633 BROADWAY, NEW YORK, NEW YORK, 10019, AS ITS DESIGNEE, APPOINTEE
AND AGENT WITH RESPECT TO ANY ACTION OR PROCEEDING IN NEW JERSEY TO RECEIVE,
ACCEPT AND ACKNOWLEDGE FOR, AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY,
SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY
BE SERVED IN ANY SUCH ACTION OR PROCEEDING AND AGREES THAT THE FAILURE OF SUCH
AGENT TO GIVE ANY ADVICE OF ANY SUCH SERVICE OF PROCESS TO ASSIGNOR SHALL NOT
IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY CLAIM BASED THEREON. IF
FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO
ACT AS SUCH, ASSIGNOR AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN
NEW JERSEY ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION SATISFACTORY TO
THE ASSIGNEE.

                  [URC ASSIGNMENT OF LEASES, RENTS AND INCOME]

<PAGE>

ASSIGNOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF
THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID TO ASSIGNOR, AT
ITS ADDRESS SET FORTH IN SECTION 16, SUCH SERVICE TO BECOME EFFECTIVE ON THE
THIRD (3RD) BUSINESS DAY AFTER SUCH MAILING. Nothing herein shall affect the
right of Assignor or Assignee to serve process in any other manner permitted by
law or shall limit the right of Assignor or Assignee to bring proceedings
against the other in the courts of any other jurisdiction. ASSIGNOR AND ASSIGNEE
DO EACH HEREBY KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVE THE RIGHT TO A TRIAL BY JURY IN EVERY JURISDICTION
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ASSIGNOR OR ASSIGNEE
AGAINST THE OTHER OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IN RESPECT OF ANY
MATTER ARISING OUT OF, UNDER OR CONNECTED WITH (INCLUDING, WITHOUT LIMITATION,
ANY ACTION TO RESCIND OR CANCEL THIS ASSIGNMENT AND ANY CLAIMS ASSERTING THAT
THIS ASSIGNMENT WAS FRAUDULENTLY INDUCED OR ARE OTHERWISE VOID OR VOIDABLE) THIS
ASSIGNMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF ANY PERSON OR ANY EXERCISE BY ANY PARTY OF THEIR
RESPECTIVE RIGHTS UNDER THE FINANCING DOCUMENTS. THIS WAIVER OF THE RIGHT TO A
JURY TRIAL IS A MATERIAL INDUCEMENT FOR ASSIGNEE TO ACCEPT THIS ASSIGNMENT.

         Section 18. NO WAIVER. A waiver of any right under this Assignment
shall be effective only in the specific instance and for the specific purpose
for which given. No election not to exercise, failure to exercise or delay in
exercising any right, nor any course of dealing or performance, shall operate as
a waiver of any right of Assignor or Assignee under this Assignment or
Applicable Law, nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right of Assignor or Assignee hereunder or under Applicable Law.

         Section 19. FURTHER ASSURANCES. Assignor shall, at Assignor's sole cost
and expense, and at the request of Assignee, do, execute, acknowledge and
deliver all further acts, deeds, conveyances, mortgages, assignments, notices of
assignment, transfers and assurances as Assignee shall from time to time
reasonably require (i) for better assuring, conveying, assigning, transferring
and confirming the Leases and Income unto Assignee in accordance with the terms
of this Assignment and (ii) for carrying out the intention of this Assignment.

         Section 20. SUCCESSOR AND ASSIGNS. This Assignment is binding upon and
inures to the benefit of Assignor and Assignee and each of their respective
successors and assigns to the extent such assigns are permitted pursuant to the
Mortgage and the Financing Documents.

         Section 21. AMENDMENTS. No change, amendment, modification,
cancellation or discharge of this Assignment, or any part hereof, shall be valid
unless in writing and signed by

                  [URC ASSIGNMENT OF LEASES, RENTS AND INCOME]

<PAGE>

the party against whom enforcement of such change, amendment, modification,
cancellation or discharge is sought.

         Section 22. CONFLICTS AND INCONSISTENCIES. In the event of any
conflicts or inconsistencies among the terms of this Assignment and the
Indenture or the Mortgage, the terms of the Indenture or Mortgage, as the case
may be, shall govern and control.

         Section 23. SEVERABILITY. If any provision of this Assignment or the
application thereof to any Person or circumstance shall to any extent be
invalid or unenforceable, the remainder of this Assignment, or the
application of such provision to Persons or circumstances other than those as
to which it is invalid or unenforceable, shall not be affected thereby, and
each provision of this Assignment shall be valid and enforceable to the
fullest extent permitted by law.

         Section 24. CONTROLLING LAW. This Assignment shall be governed by, and
construed and enforced in accordance with, the laws of the State of New Jersey.


         Section 25. TERMINATION. This Assignment shall automatically terminate
and cease to be of any further force or effect upon payment in full of the
Secured Obligations and the fulfillment of the conditions to the release of the
Mortgage; PROVIDED, HOWEVER, that this Assignment shall be reinstated if at any
time payment of all or any part of the Secured Obligations is rescinded or
otherwise must be restored or returned by Assignee (or any entity for whom it
acts) upon the insolvency, bankruptcy or reorganization of Assignor or
otherwise, as though such payment had not been made. Upon such termination,
Assignee shall, at Assignor's direction, execute and deliver to Assignor such
instrument or instruments effective to evidence the termination of this
Assignment and the reassignment to Assignor of the rights, powers and
authorities granted herein, provided, however, that no such written instrument
shall be required in order to make the terms hereof effective.

         Section 26. LIMITATION OF RECOURSE. In the event of non-performance by
Assignor of its obligations under this Assignment, or any part thereof, or for
any claim based thereon or otherwise in respect thereof or related thereto, no
recourse shall be had to any Affiliate of Assignor or any incorporators,
officers, directors or employees thereof, and no judgment relating to the
obligations of Assignor under this Agreement, the Mortgage, the URC Loan
Agreement or any part thereof, or for any claim based thereon or otherwise in
respect thereof or related thereto, shall be obtainable by Assignee against any
Members or Affiliate of Assignor or any other incorporator, stockholder,
officer, employee or director past, present or future of Assignor or any
Affiliate of Assignor; provided, however, that nothing contained herein shall
prevent the taking of any action permitted by law against Assignor or any of its
Affiliates, or in any way affect or impair the rights of the Assignee to take
any action permitted by law, in either case to realize upon the Collateral and,
provided further, that nothing herein shall be deemed to affect the obligations
of any Affiliate of Assignor under any document to which such Affiliate is a
party.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                  [URC ASSIGNMENT OF LEASES, RENTS AND INCOME]

<PAGE>

         IN WITNESS WHEREOF, this Assignment has been duly executed by Assignor
and Assignee as of the day and year first above written.

                                      ASSIGNOR:

                                      AES RED OAK URBAN RENEWAL CORPORATION

                                      By:      /s/      Charles Falter
                                               --------------------------------
                                               Name:    Charles Falter
                                               Title:   President

                                      ASSIGNEE:

                                      AES RED OAK, L.L.C.

                                      By:      /s/      Louis J. Anatrella
                                               --------------------------------
                                               Name:    Louis J. Anatrella
                                               Title:   Vice President



                  [URC ASSIGNMENT OF LEASES, RENTS AND INCOME]

<PAGE>


                            CORPORATE ACKNOWLEDGMENT

DISTRICT               )
OF                     )  ss.:
COLUMBIA               )

         On this 15th of March, 2000, before me, the undersigned, a notary
public in and for the District of Columbia, personally appeared Patricia L.
Rollin, the Vice President of AES Red Oak, L.L.C., a Delaware limited liability
company, the company named in the foregoing instrument, who, I am satisfied, is
the person who signed the within instrument, and that he is such Vice President
of the company, being authorized by virtue of a resolution of the company,
executed the foregoing instrument by signing the name of such Company by himself
as Vice President of the company and acknowledges same as his voluntary act and
deed, the voluntary act and deed of said limited liability company for the
purposes therein contained.

                                Witness my hand and official seal.

                                /s/   Regina L. Aikens          (SEAL)
                                --------------------------------
                                Signature:   Regina L. Aikens
                                             Notary Public, District of Columbia
                                             My Commission Expires:  4-1-02

                  [URC ASSIGNMENT OF LEASES, RENTS AND INCOME]

<PAGE>


                            CORPORATE ACKNOWLEDGMENT

DISTRICT          )
OF                )  ss.:
COLUMBIA          )

         On this 15th of March, 2000, before me, the undersigned, a notary
public in and for the State of New Jersey, personally appeared Charles Falter,
the President of AES RED OAK URBAN RENEWAL CORPORATION, the company named in the
foregoing instrument, who, I am satisfied, is the person who signed the within
instrument, and that he is such President of the company, being authorized by
virtue of a resolution of the corporation, executed the foregoing instrument by
signing the name of such Company by himself as President of the company and
acknowledges same as his voluntary act and deed, the voluntary act and deed of
said corporation for the purposes therein contained.

                                Witness my hand and official seal.

                                /s/   Regina L. Aikens          (SEAL)
                                --------------------------------
                                Signature:  Regina L. Aikens
                                            Notary Public, District of Columbia
                                            My Commission Expires:  4-1-02

                 THIS DOCUMENT WAS PREPARED BY LOURDES J. BLANCO


                  [URC ASSIGNMENT OF LEASES, RENTS AND INCOME]

<PAGE>

                                    EXHIBIT A

                                      SITE

All that tract or parcel of land and premises, situate, lying and being in the
Borough of Sayreville in the County of Middlesex and State of New Jersey, more
particularly described as follows:

PARCEL I (FEE)

BEGINNING at a point in the Easterly line of Raritan River Railroad
right-of-way; said point being distant 719.16 feet on a course bearing of North
05 degrees 35 minutes 10 seconds East from a point of curvature of a curve
having a radius of 443.3 feet; said point of beginning also being distant 259.91
feet on a course bearing of South 05 degrees 35 minutes 10 seconds West from the
point of intersection formed by the Easterly right-of-way line of the Raritan
River Railroad with the Southerly line of lands now or formerly owned by the
Quigley Company extended Easterly from the point and place of beginning of
Parcel "A" as described in Deed Book 2883 page 873 a distance of 70.00 feet on a
course bearing South 85 degrees 11 minutes 00 seconds East, running thence from
said beginning point:

(1)      Along the Easterly line of the Raritan River Railroad North 5 degrees
         35 minutes 10 seconds East a distance of 811.14 feet to a point and
         corner; thence

(2)      South 84 degrees 24 minutes 50 seconds East a distance of 38.72 feet to
         a point and corner; thence

(3)      North 24 degrees 50 minutes 30 seconds East a distance of 820.45 feet
         to a point and corner; thence

(4)      North 37 degrees 30 minutes 30 seconds East a distance of 509.70 feet
         to a point and corner; thence

(5)      North 56 degrees 20 minutes 30 seconds East a distance of 285.61 feet
         to a point and corner; thence

(6)      North 69 degrees 20 minutes 30 seconds East a distance of 242.34 feet
         to a point and corner in the Westerly line of the Jersey Central Power
         and Light Company easement, 150 feet wide; thence

(7)      Along the Westerly line of said Jersey Central Power and Light Company
         easement South 11 degrees 49 minutes 50 seconds East a distance of
         1,163.29 feet to a point and corner; thence

(8)      Continuing along the Westerly line of said Jersey Central Power and
         Light Company easement South 57 degrees 21 minutes 50 seconds East a
         distance of 383.51 feet to a point and corner ; thence

(9)      South 28 degrees 12 minutes 20 seconds West a distance 425.47 feet to a
         point and corner; thence


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(10)     South 28 degrees 10 minutes 30 seconds West a distance of 586.75 feet
         to a point and corner; thence

(11)     South 05 degrees 20 minutes 30 seconds West a distance of 146.75 feet
         to a point and corner; thence

(12)     South 82 degrees 20 minutes 30 seconds West a distance of 319.17 feet
         to a point and corner; thence

(13)     North 85 degrees 03 minutes 10 seconds West a distance of 562.61 feet
         to a point of curvature; thence

(14)     On the arc of a circle curving to the right having a radius of 520.00
         feet an arc distance of 100.00 feet (chord bearing and distance North
         79 degrees 32 minutes 37 seconds West 99.85 feet) to a point and
         corner; thence

(15)     South 15 degrees 57 minutes 56 seconds West a distance of 60.00 feet to
         a point and corner; thence

(16)     On the arc of a circle curving to the right having a radius of 580.00
         feet an arc distance of 345.40 feet (chord bearing and distance North
         56 degrees 58 minutes 27 seconds West 340.32 feet) to a point of
         tangency; thence

(17)     North 39 degrees 54 minutes 50 seconds West a distance of 46.44 feet
         returning to the point and place of BEGINNING.

The above premises are commonly known as Lot 1, Block 49.01.



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                                    EXHIBIT B

                                ACCESS EASEMENT

All that tract or parcel of land and premises, situate, lying and being in the
Borough of Sayreville in the County of Middlesex and State of New Jersey, more
particularly described as follows:

PARCEL II (ACCESS EASEMENT)

BEGINNING at a concrete monument in the Westerly line of the Raritan River
Railroad, said point being the point and place of beginning of Parcel "A" as
described in Deed Book 2883 page 873 and running thence from said beginning
point:

(1)      North 85 degrees 11 minutes 00 seconds West a distance of 934.57 feet
         to a point and corner in the Easterly line of Jernees Mill Road; thence

(2)      On a line parallel to and distant 44 feet measured at a right angle
         from the centerline of Jernees Mill Road North 11 degrees 56 minutes 50
         seconds East a distance of 60.47 feet to a point; thence

(3)      South 85 degrees 11 minutes 00 seconds East a distance of 927.86 feet
         to a point in the Westerly line of the Raritan River Railroad; thence

(4)      Along the Westerly line of the Raritan River Railroad South 05 degrees
         35 minutes 10 seconds West a distance of 60.00 feet returning to the
         point and place of BEGINNING.



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                                    EXHIBIT C

                            SIGHT TRIANGLE EASEMENTS

All that tract or parcel of land and premises, situate, lying and being in the
Borough of Sayreville in the County of Middlesex and State of New Jersey, more
particularly described as follows:

PARCEL III (SIGHT TRIANGLE EASEMENTS)

EASEMENT "A"

BEGINNING at the point of intersection formed by the Easterly line of Jernees
Mill Road (also known as Middlesex County Road # 3-R-18) with the Northerly line
of a proposed 60 foot road as shown and delineated on a map entitled, "final
subdivision Plat For: Forest View Industrial Park," dated December 1, 1988 and
is about to be filed at the Office of The Middlesex County Clerk; said beginning
point being distant 44 feet measured at a right angle from the centerline of
Jernees Mill Road, running thence from said beginning point:

(1)      Along the Easterly line of Jernees Mill Road North 11 degrees 56
         minutes 50 seconds East a distance of 96.60 feet to a point; thence

(2)      South 08 degrees 33 minutes 17 seconds East a distance of 98.52 feet to
         a point in the Northerly line of said proposed 60 foot wide road;
         thence

(3)      Along the Northerly line of said proposed North 85 degrees 11 minutes
         00 seconds West a distance of 34.78 feet returning to the point and
         place of BEGINNING.

EASEMENT "B"

BEGINNING at the point of intersection formed by the Easterly line of Jernees
Mill Road (also known as Middlesex County Road # 3-R-18) with the Northerly line
of a proposed 60 foot road as shown and delineated on a map entitled, "Final
Subdivision Plat For: Forest View Industrial Park," dated December 1, 1988 and
is about to be filed at the Office of The Middlesex County Clerk; said beginning
point being distant 44 feet measured at a right angle from the centerline of
Jernees Mill Road, running thence from said beginning point:

(1)      Along the Southerly line of said proposed 60 foot wide Road South 85
         degrees 11 minutes 00 seconds East a distance of 34.78 feet to a point;
         thence

(2)      South 30 degrees 49 minutes 29 seconds West a distance of 22.26 feet to
         a point in the Easterly line of Jernees Mill Road; thence

(3)      North 85 degrees 11 minutes 00 seconds West a distance of 27.52 feet to
         a point in the Easterly line of Jernees Mill Road; thence

(4)      Along the Easterly line of Jernees Mill Road North 11 degrees 56
         minutes 50 seconds East a distance of 20.16 feet returning to the point
         and place of BEGINNING.


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                                    EXHIBIT D

                                CONRAIL PROPERTY

                          Block 62.04, portion of Lot 5

                      See Attached Diagram (described below)












                                   Diagram of
                            Conrail Utility Crossing
                                       for
                             AES Red Oak Power Plant
                               Lot 1, Block 49.01
                                       by
                                Richard M. Maser
                              Professional Engineer




                  [URC ASSIGNMENT OF LEASES, RENTS AND INCOME]