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                                                                   EXHIBIT 10.11

                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.

                      CONSOLIDATED UTILITY BILLING SERVICE

                                       AND

                              ASSIGNMENT AGREEMENT

                                 April 13, 2005
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                      CONSOLIDATED UTILITY BILLING SERVICE

                            AND ASSIGNMENT AGREEMENT

This Consolidated Utility Billing Service and Assignment Agreement ("Agreement")
made this 3rd day of April, 2005, by and between Consolidated Edison Company of
New York, Inc., a New York corporation having its principal office at 4 Irving
Place, New York, NY 10003 ("Con Edison" or the "Company"), and US Gas &
Electric, Inc., a Delaware corporation, having an office at
________________________ ("ESCO"), Con Edison and ESCO hereinafter sometimes
referred to collectively as the "Parties" or individually as a "Party."

                                   WITNESSETH:

     WHEREAS, Con Edison has implemented a retail access program ("Power Your
Way"), as described in its Schedule for Retail Access, P.S.C. No. 2 - Retail
Access ("Retail Access Schedule"), and Schedule for Gas Service, P.S.C. No. 9 -
Gas ("Gas Service Schedule"), including the Uniform Business Practices ("UBP")
adopted by the Public Service Commission ("NYPSC") and set forth in Addendum UBP
thereto (collectively the "Tariff"), and in its Retail Access Implementation
Plan and Operating Procedure and Gas Transportation Operation Procedures
(together referred to as "Operating Procedures"), under which Con Edison's
customers may purchase natural gas and/or electricity from an energy services
company or gas marketer (either hereinafter referred to as an "energy services
company") and obtain from Con Edison firm transportation service for such
natural gas and/or delivery service for such electricity;

     WHEREAS, ESCO has been deemed approved by the New York State Department of
Public Service ("NYDPS") to act as an energy services company;
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     WHEREAS, ESCO has met all requirements established by Con Edison to sell
natural gas and/or electricity to Con Edison's retail customers under Power Your
Way as recognized by the execution of an ESCO Operating Agreement by and between
the Parties and/or a service agreement under Service Classification No. 20 of
the Gas Service Schedule (together referred to as the "ESCO Operating
Agreement");

     WHEREAS, ESCO has requested that Con Edison render to certain of ESCO's
customers designated by ESCO ("ESCO Customers") a consolidated utility bill for
both ESCO commodity supply and Con Edison delivery services;

     WHEREAS, ESCO has completed all necessary EDI testing of billing
transactions to meet NYPSC requirements as of the effective date of this
Agreement;

     WHEREAS, Con Edison is willing to provide such consolidated utility billing
service ("CUBS") on a rate ready basis on behalf of ESCO to customers receiving
Con Edison electric delivery service and/or firm natural gas transportation
service, subject to the terms and conditions of this Agreement, the ESCO
Operating Agreement, the Operating Procedures and the Tariff;

     WHEREAS, ESCO desires that Con Edison accept assignment of amounts billed
by Con Edison on ESCO's behalf through CUBS ("accounts receivable") and remit to
ESCO amounts billed whether or not paid by ESCO Customers; and

     WHEREAS, with respect to ESCO Customers being billed through CUBS, Con
Edison is willing to accept assignment without recourse of the accounts
receivable for such ESCO Customers and to pay ESCO an amount equal to the ESCO
charges billed net of a discount calculated at a discount rate established
herein ("discount rate") in accordance with the methodology set forth in Case
04-E-0572, Order Adopting Three-Year Rate Plan (March 24,


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2005) ("Electric Rate Order") and net of charges and fees due from ESCO to Con
Edison for services rendered by Con Edison and other adjustments;

     NOW, THEREFORE, in consideration of the premises and mutual promises set
forth below, Con Edison and ESCO, intending to be legally bound, hereby
covenant, promise and agree as follows:

TERM

     This Agreement shall commence on the date set forth above ("Effective
Date") and will remain in effect until terminated (i) in accordance with its
terms, (ii) by an order of the NYPSC, or (iii) if the ESCO Operating
Agreement(s) between the Parties is (are) terminated, whichever first occurs.

BILLING SERVICES

     Con Edison will provide ESCO with its consolidated utility billing service
("CUBS") beginning on a date agreed upon by the parties after ESCO satisfies the
the undertakings stated below with respect to Con Edison's priority security
interest in customer payments of ESCO charges and non-residential customer
notice set forth herein. The procedures applicable to CUBS are specified in
Appendix A attached hereto and made a part hereof.

     ESCO shall provide Con Edison accurate and timely information for use in
CUBS. To the fullest extent allowed by law, ESCO shall indemnify, defend and
hold harmless Con Edison, its directors, officers, agents and employees from and
against any and all actions, charges, complaints, proceedings, claims,
liability, damages, penalties and fines it incurs to the extent resulting from
bill errors caused by untimely or inaccurate information provided by ESCO.

     Con Edison may, at its option, reject requests for consolidated billing for
any customers whose accounts are 38 or more calendar days past due, unless the
past due amount is subject to a


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Deferred Payment Agreement and the customer is fulfilling its Deferred Payment
Agreement obligations on a current basis.

ASSIGNMENT OF ESCO'S ACCOUNTS RECEIVABLES

     In consideration of the payment by Con Edison required herein, ESCO hereby
assigns to Con Edison its rights in all amounts to be due from all ESCO
Customers receiving a consolidated utility bill issued on and after the date
agreed upon for commencement of consolidated utility billing under this
Agreement ("Customers' Accounts"). ESCO also hereby grants Con Edison a security
interest in said Customers' Accounts and authorizes Con Edison to execute and
file, on behalf of ESCO, all financing statements and other documents necessary
to perfect said security interest.

UNDERTAKINGS

     ESCO undertakes that contemporaneously with the execution of this
Agreement, ESCO will furnish to Con Edison an affidavit in the form attached
hereto (Appendix B) from a senior officer attesting to Con Edison's priority
security interest in the funds received from ESCO customers in respect of ESCO
charges and a first right of access to such funds.

     ESCO undertakes that, with the exception of any security interest in ESCO's
customer receivables filed by a creditor of ESCO that the secured creditor has
subordinated to Con Edison, no third party has any right, title or interest to
any Customers' Accounts assigned by ESCO hereunder to Con Edison. ESCO further
undertakes that, except for any secured creditor security interest meeting the
criterion of this paragraph, it shall not grant to any third party any interest
in or claim of right, title or interest on those Accounts or any new Customers'
Accounts opened during the term of this Agreement.


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     ESCO undertakes that contemporaneously with the execution of this
Agreement, an officer of ESCO will furnish to Con Edison an affidavit in the
form attached hereto (Appendix C) representing that, with respect to
non-residential ESCO Customers billed under CUBS, the ESCO has notified its
current non-residential customers and will notify its future non-residential
customers that Con Edison is permitted to disconnect service to a customer for
non-payment of ESCO charges. To the fullest extent allowed by law, ESCO agrees
to indemnify and hold harmless Con Edison from and against any liability, cost,
expense, or penalty it incurs if the customer's service is discontinued for
non-payment and the customer establishes that it did not receive such
notification.

     ESCO undertakes that, in the event new or revised electronic data
interchange transaction sets are approved by the NYPSC and are applicable to
information to be communicated hereunder, ESCO will promptly develop and test
all such transaction sets.

PAYMENT FOR PURCHASE OF RECEIVABLES

     Beginning in the second calendar month following commencement of
consolidated billing under this Agreement, Con Edison will pay ESCO, via ACH
(Automated Clearing House) credit to a bank (or other mutually agreed to
depository or payee) designated in writing by ESCO, on the 20th calendar day of
the month (or the next following business day if the 20th falls on a Saturday,
Sunday, or public holiday) (the "remittance date") an amount equal to all
undisputed ESCO charges billed to ESCO Customers in the previous calendar month
net of (1) the discount described below on such billed amounts and (2) such
other charges and fees of the types listed below, or as may later become
applicable to the service provided to ESCO, and other adjustments. An ESCO
charge is disputed if Con Edison is informed that the ESCO customer has
questioned the ESCO's rates, charges or service. A Customer's claim of either
inability to


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pay or inaccurate meter reading shall not constitute a dispute for purposes of
Con Edison's obligation to pay ESCO amounts billed for its commodity supply. Con
Edison will pay ESCO for resolved disputed ESCO charges with the next remittance
provided that such remittance is made is no less than five business days after
Con Edison's receipt of payment from the Customer.

     ESCO will forward promptly to Con Edison, without set-off or deduction, any
payment received by ESCO on a Customer Account and the cash equivalent of any
credit to be applied to the Customer Account.

     Con Edison will apply a discount rate (the "Purchase Discount") to the face
value of the amounts billed (excluding sales tax) on behalf of ESCO to determine
the consideration to be paid for the assignment of ESCO accounts receivable. The
Purchase Discount rate for 2005 for electricity receivables is 0.97 percent. The
Purchase Discount rate for 2005 for natural gas receivables is 1.41 percent,
subject to change by action of the NYPSC. The Purchase Discount rate(s) will be
established and adjusted annually to reflect changes in the Company's costs in
the previous calendar year in accordance with the formula(e) approved by the
NYPSC. The adjusted Purchase Discount rate will be effective on the next January
1 for the calendar year, and the Company will notify ESCO as soon as practicable
after the new rate(s) are calculated. ESCO may invoke mediation under the
NYPSC's Office of Hearings and Alternative Dispute Resolution if ESCO believes
that the Company has not established any increase in the Purchase Discount rate
level after 2005 reasonably in accordance with the criteria applicable to
adjustments to the Purchase Discount rate.


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CHARGES, FEES AND REMITTANCE ADJUSTMENTS

     Con Edison will net from any amount to be paid to ESCO for the purchase of
ESCO receivables the amounts owed to Con Edison by ESCO for retail access
program services and/or other charges in accordance with the applicable
provisions of the Tariff or the ESCO Operating Agreements including but not
limited to:

          Special meter reading fees
          Customer usage history fees
          Account separation fees
          Profile information fees
          Consolidated Billing Service fees
          Gas imbalance charges
          Capacity Release charges
          Storage charges
          Other PSC-approved Tariff fees and charges

In addition, Con Edison will net from remittances,

     Any difference between the amount billed and the amount paid by a Customer
     to reconnect service pursuant to Public Service Law Section 32(5)(d)
     ("chargeback amount"), provided that, if and when the customer makes a
     payment that is applicable to the chargeback amount, the Company will remit
     the payment to ESCO in accordance with its routine remittance practices.

     Sales tax on ESCO charges written off when outstanding amounts on a
     Customer Account for which Con Edison has purchased the account receivables
     are written off.

     In the event of termination of this Agreement, should charges, fees or
other adjustments due Con Edison remain outstanding, Con Edison shall not be
obligated to remit any amounts otherwise due to ESCO for the purchase of
receivables until reconciliation of all charges due as of the termination date.


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CUSTOMER CARE

     Con Edison will respond to general inquiries and complaints from ESCO
Customers about the overall bill and its format. Customers will be referred to
ESCO for inquiries and complaints related to ESCO rates, charges, and services.

CONSOLIDATED BILLING SERVICE FEE

     Con Edison will charge ESCO a Consolidated Billing Service fee per account
per monthly billing cycle in accordance with the Tariff.

DISCONTINUANCE OF COMMODITY AND DELIVERY SERVICE FOR NON-PAYMENT

     Con Edison may disconnect its delivery service and ESCO commodity service
if the ESCO Customer fails to make full payment of all amounts on a consolidated
bill when due in accordance with the NYPSC's rules for residential and
non-residential service, 16 NYCRR Part 11 (residential service) and Part 13
(non-residential service).

     Con Edison will provide credit and collection services to ESCO at no
additional charge for amounts billed on a consolidated utility bill prior to the
commencement of the purchase of receivables under this Agreement but will not
purchase the receivables for such previously billed charges. Con Edison will
pro-rate any payments received as a result of these collection activities. To
the fullest extent allowed by law, ESCO agrees to indemnify, defend and hold
harmless Con Edison from and against any liability, damages, claims, costs or
expenses it incurs that are not the result of the sole negligence of Con Edison,
if any such collection activity deemed to be subject to federal, state or local
laws on collection is adjudged to be in violation thereof. To the fullest extent
allowed by law, Con Edison agrees to indemnify, defend and hold harmless ESCO
from and against any liability, damages, claims, costs or expenses resulting
from


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Con Edison's actions to collect such amounts based on a claim that such actions
violated the Home Energy Fair Practices Act or the Energy Consumer Protection
Act of 2002.

CUSTOMER-REQUESTED ACCOUNT CLOSE

     Con Edison will notify ESCO if a Customer voluntarily closes its Con Edison
account.

TAXES

     At or prior to the date of its execution of this Agreement, ESCO shall
provide Con Edison with a copy of its State of New York Certificate of Authority
as a sales tax vendor. At all times during the term of this Agreement, ESCO
shall maintain current its Certificate of Authority. In its notification to ESCO
of bills issued, Con Edison shall provide ESCO a statement of the amount of
sales taxes billed to Customers in connection with ESCO charges appearing on
CUBS bills.

     Nothing in this Agreement shall be construed as imposing upon Con Edison
the obligation to pay or remit to any federal, state, or local taxing authority
those taxes that are the payment or remittance responsibility of ESCO as the
commodity vendor. ESCO shall be liable for and pay or remit all such taxes, and
shall indemnify, defend, and save harmless Con Edison from and against any and
all liability for such taxes, and any interest and penalties thereon. ESCO shall
provide Con Edison once each calendar quarter an affidavit stating that ESCO has
remitted to the State of New York the sales or use tax billed under this
Agreement on ESCO charges during the previous three-month period.

     Con Edison is not responsible for providing to customers statements of
gross receipts taxes related to ESCO charges. ESCO is not responsible for
providing to customers statements of gross receipts taxes related to Con Edison
charges or gas import taxes.


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TERMINATION OF AGREEMENT

     This agreement may be terminated by ESCO on fifteen (15) days' prior
written notice to Con Edison and to ESCO's customers.

     If ESCO's authorization to sell natural gas and/or electricity to customers
under Con Edison's retail access program is suspended or terminated or if ESCO
terminates its retail business in Con Edison's service territory, this agreement
shall be suspended or terminated effective the same day as the date of
suspension or termination.

     In the event of any suspension or termination, ESCO shall remain liable for
charges for services rendered hereunder to the extent not paid before the date
of suspension or termination. After suspension or termination hereof, Con Edison
may bill ESCO and ESCO shall reimburse Con Edison for adjustments in customer
payments due to Con Edison's cancellation and rebilling of ESCO customer
accounts originally billed during the period this Agreement was in full force
and effect.

     In the event that the NYPSC directs Con Edison to terminate this agreement
and cease providing services hereunder or directs such changes in this
arrangement as may be unacceptable to Con Edison whether by specific reference
to Con Edison's CUBS program or by reference generally to consolidated billing,
this agreement shall be terminated on notice given by Con Edison to ESCO
consistent with such NYPSC order or any applicable NYPSC rule, regulation or
uniform business practice.

     In the event that a court of competent jurisdiction stays the
implementation of or overturns one or more orders of the NYPSC under which Con
Edison is obligated to provide billing services to ESCO, Con Edison may
terminate this Agreement immediately upon notice to ESCO.


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     Con Edison may terminate this Agreement (i) on one day's prior written
notice if the ESCO Operating Agreement(s) is terminated for any reason; or (ii)
on not less than fifteen (15) days' prior written notice if ESCO breaches any of
the representations and warranties set forth above and does not cure said breach
within the fifteen-day period. Con Edison may terminate its purchase of
receivables for ESCO gas service at the end of the gas rate plan on September
30, 2007 and its purchase of receivables for ESCO electric service at the end of
the electric rate plan on March 31, 2008.

NOTICES

     Any notice to be provided pursuant to the terms of this Agreement will be
deemed given, and any other document to be delivered hereunder will be deemed
delivered, if in writing and (i) delivered by hand, (ii) deposited for
next-business day delivery (fee prepaid) with a reputable overnight delivery
service such as Federal Express, or (iii) mailed by certified mail (return
receipt requested) postage prepaid, addressed to the recipient at the address
set forth below for that Party (or at such other address as that Party may from
time to time designate by giving notice thereof).

     If to Con Edison:

          Consolidated Edison Company of New York, Inc.
          4 Irving Place, 9th Floor - Box 18
          New York, NY 10003
          Attention: Section Manager, Retail Choice Operations
          Telephone: _____________________________
          Fax: ___________________________________
          E-Mail: ________________________________


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     and if to ESCO:

          ______________________________
          ______________________________
          ______________________________
          Attention: ___________________
          Telephone: ___________________
          Fax: _________________________
          E-Mail: ______________________

LIMITATION OF LIABILITY

     To the fullest extent allowed by law, Con Edison's total cumulative
liability to ESCO for all claims of any kind, whether based upon contract, tort
(including negligence and strict liability) or otherwise for any loss, injury,
or damage connected with, arising from or related to this Agreement or the
performance or non-performance of services hereunder shall not exceed the sum of
all Billing Services Fees billed to and paid by ESCO to Con Edison for services
rendered hereunder for the three months immediately preceding the claim.

     To the fullest extent allowed by law, in no event shall either party be
liable for any consequential, incidental, indirect, special or punitive damages
incurred by the other party and connected with, arising from or related to this
Agreement or the performance or failure to perform services hereunder, including
but not limited to loss of good will, cost of capital, claims of customers and
lost profits or revenue, whether or not such loss or damages is based in
contract, warranty, tort, negligence, strict liability, indemnity, or otherwise,
even if a party has been advised of the possibility of such damages.

FORCE MAJEURE

     Any delay in the performance of any of the duties or obligations of either
Party hereto shall not be considered a breach of this Agreement and the time
required for performance shall be extended for a period equal to the period of
such delay, provided that such delay has been caused by or is the result of any
occurrence beyond the reasonable control of a Party which


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causes such Party to be delayed in or prevented from performing or carrying out
any of its obligations under this Agreement and which, by the exercise of due
diligence, that Party is unable to prevent, avoid, mitigate, or overcome,
including any of the following: any act of God, labor disturbance, act of the
public enemy, war, insurrection, riot, fire, storm or flood, ice, explosion,
order, regulation or restriction imposed by governmental, military or lawfully
established civilian authorities, provided that a Force Majeure Event shall not
include lack of finances or change in market conditions. The Party so affected
shall give prompt written notice to the other Party of such cause and shall take
whatever reasonable steps are necessary to relieve the affect of such cause as
rapidly as possible.

AMENDMENTS

     Notwithstanding any provision of this Agreement, Con Edison may at any time
propose and file with the NYPSC changes to the rates, terms, and conditions of
the Tariff, and/or the Operating Procedures. ESCO is not precluded from opposing
any such proposed change to the Tariff or the Operating Procedure. Such
amendment or modification will become effective with respect to service pursuant
to this Agreement on the date specified by the NYPSC.

     On no less than five days' prior written notice to all energy services
companies authorized to sell electricity or natural gas in its service
territory, Con Edison may adopt, modify, or supersede procedures applicable to
its operations under this Agreement to meet program and procedural requirements,
including data exchange requirements and EDI standards or as operational needs
arise.

ASSIGNMENT

     Neither Party shall assign any of its rights or obligations under this
Agreement without obtaining the prior written consent of the non-assigning
Party, which consent shall not be


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unreasonably withheld, provided, however, that ESCO has an unconditional right
to assign its right to payments to be made by Con Edison hereunder. ESCO shall
provide Con Edison with a copy of the document in which the assignment is made
or so much of the document as may be necessary to make clear the identity of the
parties and the terms of the assignment. ESCO hereby waives any claim against
Con Edison for making payment pursuant to such assignment and, to the fullest
extent allowed by law, agrees to indemnify, defend, and save harmless Con Edison
from and against any liability to any third party claiming any right, title or
interest to any amount paid by Con Edison to ESCO's assignee. No assignment of
this Agreement shall relieve the assigning Party of any of its obligations under
this Agreement. Any assignment in violation of this Section shall be void.

PRIOR AGREEMENTS SUPERSEDED

     This Agreement constitutes the entire understanding between the Parties
with respect to the subject matter hereof, supersedes any and all previous
understandings between the Parties with respect to the subject matter hereof,
and binds and inures to the benefit of the Parties, their successors and
permitted assigns.

WAIVER AND MODIFICATION

     No modification or waiver of all or any part of this Agreement will be
valid unless in writing and signed by the Parties or their agents. Any waiver
will be effective only for the particular event for which it is issued and will
not be deemed a waiver with respect to any subsequent performance, default or
matter.


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APPLICABLE LAW AND FORUM

     Interpretation and performance of this Agreement will be in accordance
with, and will be controlled by, the laws of the State of New York except its
conflict of laws provisions to the extent they would require the application of
the laws of any other jurisdiction. ESCO irrevocably consents that any legal
action or proceeding arising under or relating to this Agreement will be brought
in a court of the State of New York or a federal court of the United States of
America located in the State of New York, County of New York. ESCO irrevocably
waives any objection that it may now or in the future have to the State of New
York, County of New York as the proper and exclusive forum for any legal action
or proceeding arising under or relating to this Agreement.

SEVERABILITY

     If one or more provisions herein are held to be invalid, illegal or
unenforceable in any respect it will be given effect to the extent permitted by
applicable law, and such invalidity, illegality or unenforceability will not
affect the validity of the other provisions of this Agreement.

AGENCY

     This Agreement is not intended, and will not be construed, to create any
association, joint venture, agency relationship or partnership between Con
Edison and ESCO or any other parties or to impose any such obligation or
liability upon Con Edison.


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NOT FOR THE BENEFIT OF THIRD PARTIES

     This Agreement is for the benefit of the Parties hereto and not for the
benefit of any third parties.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed, as of the date first above written.

                                        CONSOLIDATED EDISON COMPANY OF NEW YORK,
                                        INC.


                                        By /s/
                                           -------------------------------------
                                        Name
                                             -----------------------------------
                                        Title
                                              ----------------------------------


                                        (ESCO)


                                        By /s/
                                           -------------------------------------
                                        Name
                                             -----------------------------------
                                        Title
                                              ----------------------------------


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                                                                      Appendix B

                      Consolidated Utility Billing Service

1.   Consolidated billing will be produced using the Rate Ready method.

2.   Consolidated bills incorporating both ESCO (commodity supply) and utility
     (delivery service) charges will be issued in accordance with the Company's
     meter reading and billing cycle schedule.

3.   Con Edison will provide ESCO, within two business days of issuing bills to
     ESCO's Customers, a statement containing the commodity usage and billed
     amount for each of ESCO's Customers.

4.   The consolidated bill will display ESCO's name, the amount and price of the
     electricity or gas commodity or commodities sold by ESCO, a non-volumetric
     charge ("CUBS Customer Charge"), if any, established by ESCO, and any
     applicable sales tax.

5.   ESCO shall provide rate information ("ESCO rates") and tax rate information
     to Con Edison upon enrollment of customers in the utility consolidated bill
     option and promptly in the event of any change in such information. ESCO
     may provide different rates by notice to Con Edison no less than four (4)
     calendar days prior to scheduled meter read dates.

6.   Rates may differ from customer to customer. Commodity rates must be in
     cents per kilowatt-hour or cents per therm and submitted on an account
     basis. Any CUBS Customer Charge will be provided as a daily rate.

7.   The rate provided by ESCO will be used by Con Edison for calculating the
     commodity charges on the next bill issued and every bill thereafter until
     changed by ESCO.

8.   Rates must include any applicable gross receipts taxes or other taxes
     imposed on ESCO and not required by law to be separately stated.
<PAGE>
9.   Con Edison will calculate the ESCO charges by multiplying ESCO rates by
     consumption determined from actual or estimated meter readings, adjusted
     for meter constant, such readings having been made and validated in
     accordance with Con Edison practices or NYPSC-approved practices if the
     reading was made and validated by a Meter Data Services Provider. Con
     Edison will add (i) the CUBS Customer Charge, if requested by ESCO,
     calculated by multiplying the daily rate by the number of days in the
     billing period, and (ii) sales or use tax calculated at the rate provided
     by ESCO.

10.  Con Edison will calculate and identify on the consolidated bill the sales
     or use tax associated with ESCO's charges and will provide such
     calculations to ESCO in accordance with UBP requirements for communicating
     consolidated billing data.

11.  For any CUBS bill that includes periods during which two different ESCO
     rates were in effect, the ESCO rates will be prorated based on the number
     of days of service rendered before the effective date and on and after the
     effective date related to the total number of days in the billing period.
     Con Edison will also include on the CUBS bill any ESCO charges previously
     billed by Con Edison but unpaid.

12.  Con Edison will offer budget billing to ESCO Customers for consolidated
     ESCO and Con Edison charges using Con Edison's budget billing protocol for
     full-service customers.

13.  Con Edison will offer deferred payment agreements ("DPAs") to ESCO
     Customers for consolidated ESCO and Con Edison charges using Con Edison's
     DPA protocol for full-service customers.

14.  Con Edison shall print ESCO bill messages on CUBS bills in accordance with
     the UBP. ESCO shall provide bill messages to be applicable uniformly to all
     ESCO customers
<PAGE>
     taking electric service or gas service or both services in an electronic
     format acceptable to Con Edison at least fifteen (15) calendar days before
     the date such messages must begin to appear on bills and shall specify the
     bill production period (first and last dates) during which such messages
     are to be included on the bill. Bill messages may not exceed 480 characters
     in aggregate, and must make at least one reference to the name of the ESCO.
     Con Edison reserves the right to refuse to print bill messages not directly
     related to ESCO service or that are false or misleading. Bills will carry
     only current messages; if Con Edison cancels and rebills a customer for Con
     Edison charges, the reissued bill will carry only the messages applicable
     to bills produced at the time the bill is reissued.

15.  Con Edison will include in bill envelopes ESCO bill inserts that are
     required by law, regulation or NYPSC order ("required inserts"). Such
     inserts must be supplied in bulk to Con Edison in accordance with the then
     current version of "Consolidated Edison Company of New York, Inc. (Con
     Edison) Bill Insert Production and Delivery Guidelines" (Appendix D). The
     insert may not exceed one-half ounce. If practical limitations preclude Con
     Edison's using its mailing equipment and billing envelope for mailing,
     because mailing equipment is incapable of handling the bill inserts for a
     particular mailing, Con Edison will mail the required inserts separately
     for a fee. Upon request, Con Edison will consider arrangements to mail
     non-required inserts for a fee.

16.  ESCO will notify Con Edison of any dispute relating to amounts billed and
     the settlement of any dispute for a different amount than billed.

17.  Con Edison reserves the right to cancel bills previously issued and rebill
     or backbill customers based on actual meter readings or estimated usage and
     demand under Con Edison billing procedures.
<PAGE>
18.  With respect to amounts billed prior to initiation of POR, ESCO may elect
     to have Con Edison bill ESCO customers a late payment charge ("LPC") in
     respect of ESCO charges not received by Con Edison. The election, made on
     ten days' prior written notice, will be effective as to these ESCO customer
     accounts. Any LPCs will be calculated at the rate of 1.5% per month and
     applied to amounts due and owing for each monthly billing period, including
     all amounts due for preceding monthly billing periods and any unpaid LPCs,
     in the same manner as Con Edison applies LPCs to the accounts of its
     customers. After the implementation of POR, Con Edison will apply LPCs to
     unpaid ESCO charges billed at the same rate and in the same manner as it
     applies LPCs to unpaid Con Edison charges.

19.  Con Edison will not provide billing services for charges for goods or
     services other than electricity or natural gas provided by ESCO to its
     customers. Any ESCO addition of unauthorized charges to customer bills
     ("cramming") is strictly prohibited. All instances of cramming that come to
     Con Edison's attention will be reported to the Department of Public
     Service.
<PAGE>
                         AFFIDAVIT OF SECURITY INTEREST
                        (To be executed by ESCO Officer)

STATE OF

CITY OF

I, ______________________[name of officer], the ____________________[title of
officer] of ___________________ [name of ESCO], hereby swear [or affirm under
penalty of perjury] that:

(a) Pursuant to the Consolidated Utility Billing Service and Assignment
Agreement, dated _____, 200_ ("Agreement"), ESCO has assigned to Consolidated
Edison Company of New York, Inc. ("Con Edison" or the "Company") its rights in
all amounts originally billed to its Retail Access Customers, as defined in the
Agreement, on consolidated bills issued on and after the date agreed upon by Con
Edison and ESCO for the commencement of consolidated utility billing by Con
Edison ("Customers' Accounts").

(b) No third party has any right, title or interest to or in any Customers'
Accounts that have been assigned by ESCO to Con Edison under the Agreement,
except any security interest in ESCO's customer receivables filed by a creditor
of ESCO that the secured creditor has subordinated to Con Edison.

(c) Pursuant to the Agreement, ESCO grants Con Edison a security interest in
said Customers' Accounts and authorizes Con Edison to file, on behalf of ESCO,
all financing statements and other documents necessary to perfect said security
interest. ESCO shall take no action that is detrimental to the maintenance of
Con Edison's priority security interest with right of first access to such
Customers' Accounts.

(d) I understand that in addition to any and all other remedies Con Edison may
have in law and/or equity for breach of the statements herein, Con Edison may
terminate the Agreement for misrepresentations in this Affidavit.


-------------------------------------
Officer's Signature
Date

Subscribed and sworn to before me
this _____ day of _____________, 2005


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Notary Public
<PAGE>
                                                                      Appendix C

       AFFIDAVIT REGARDING DISCONNECTION OF NON-RESIDENTIAL CUSTOMERS FOR
                  NON-PAYMENT (to be executed by ESCO Officer)

I, ______________________[name of officer], the ____________________[title of
officer] of ___________________ [name of ESCO], hereby swear [or affirm under
penalty of perjury] that all current non-residential ESCO Customers that will be
billed under CUBS have been notified that failure to make full payment of ESCO
charges due on any CUBS bill will be grounds for disconnection in accordance
with Public Service NYPSC rules on the termination of service to non-residential
customers, 16 NYCRR Section 13.3. In addition, ESCO will notify each new
non-residential ESCO Customer that failure to make full payment of ESCO charges
when due on any CUBS bill will be grounds for disconnection in accordance with
NYPSC rules on the termination of service to non-residential customers, 16 NYCRR
Section 13.3.


                                        ----------------------------------------
                                        Officer's Signature
                                        Date

Sworn to before me this _______ day of ______ 2005


-------------------------------------
Notary Public