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                                                                  EXHIBIT 10.22


                                  ASSIGNMENT OF
                         ASSIGNMENT OF LEASES AND INCOME

                  THIS ASSIGNMENT OF ASSIGNMENT OF LEASES AND INCOME (this
"ASSIGNMENT") dated as of March 1, 2000, made by 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 ("ASSIGNOR") in favor of THE BANK
OF NEW YORK, a bank organized and existing under the laws of the State of New
York and having an address 101 Barclay Street, Floor 21W, New York, New York
10286, not individually, but solely in its capacity as Collateral Agent for the
benefit of and on behalf of the Senior Parties (as such term is defined in the
Collateral Agency Agreement) under that certain Collateral Agency Agreement
dated as of March 1, 2000 between Assignor, The Bank of New York, as Trustee,
Dresdner Bank AG, acting through its New York Branch, as DSR LOC Provider (as
defined therein), Dresdner Bank AG, acting through its New York Branch, as PPA
LOC Provider (as defined therein), Dresdner Bank AG acting through its New York
Branch, as Working Capital Provider (as defined therein), and The Bank of New
York, as Depository Bank ("ASSIGNEE").

                  KNOW, THAT Assignor, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by Assignee, hereby
assigns unto Assignee all of the Assignor's right, title and interest in, to and
under the Assignment of Leases and Income described in EXHIBIT A annexed hereto
and made a part hereof.

                  TO HAVE AND TO HOLD the same unto Assignee and to Assignee's
successors, legal representatives and assigns forever.

                  IN WITNESS WHEREOF, Assignor has duly executed this Assignment
as of the date and year first above written.

                                    ASSIGNOR:

                                    AES RED OAK, L.L.C.

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


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                            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 Louis J.
Anatrella, 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
limited liability 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
                          -----------------------------------
                          Signature:

                                                                (SEAL)

                          Regina L. Aikens
                          Notary Public, District of Columbia
                          My Commission Expires:  4-1-02










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                                    EXHIBIT A

Assignment of Leases and Income dated as of March 1, 2000, made by AES Red Oak
Urban Renewal Corporation in favor of AES Red Oak, L.L.C., recorded immediately
prior to the recordation of this Assignment in the Office of the Clerk of
Middlesex County in Book __________ page __________.











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