CONFORMED COPY



   ____________________________________________________________________________


                             THE ENERGY NETWORK, INC.



                                   $15,000,000



                       6.90% Senior Secured Notes due 2010





                               __________________ 

                             NOTE PURCHASE AGREEMENT
                                __________________




                           Dated as of October 14, 1998


   ____________________________________________________________________________


     [Exhibits B, C, D and E are photocopies of the documents as delivered.]<PAGE>





       






                                TABLE OF CONTENTS

   Section                                                         Page
   -------                                                         ----
   1.AUTHORIZATION OF NOTES. . . . . . . . . . . . . . . . . .      1

   2.SALE AND PURCHASE OF NOTES. . . . . . . . . . . . . . . .      1

   3.CLOSING.    . . . . . . . . . . . . . . . . . . . . . . .      1

   4.CONDITIONS TO CLOSING.  . . . . . . . . . . . . . . . . .      2
        4.1.   Representations and Warranties.   . . . . . . .      2
        4.2.   Performance; No Default.  . . . . . . . . . . .      2
        4.3.   Compliance Certificates.  . . . . . . . . . . .      2
        4.4.   Opinions of Counsel.  . . . . . . . . . . . . .      3
        4.5.   Purchase Permitted By Applicable Law, etc.  . .      3
        4.6.   Payment of Special Counsel Fees.  . . . . . . .      3
        4.7.   Private Placement Number.   . . . . . . . . . .      3
        4.8.   Changes in Corporate Structure.   . . . . . . .      3
        4.9.   Credit Rating.  . . . . . . . . . . . . . . . .      4
        4.10.  Subsidiary Guarantees.  . . . . . . . . . . . .      4
        4.11.  Pledge Agreement; Collateral Agency Agreement.       4
        4.12.  Consent.  . . . . . . . . . . . . . . . . . . .      4
        4.13.  Forward Equity Purchase Agreement.  . . . . . .      4
        4.14.  Support Agreement.  . . . . . . . . . . . . . .      4
        4.15.  Proceedings and Documents.  . . . . . . . . . .      4

   5.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY. . . . .      5
        5.1.   Organization; Power and Authority.  . . . . . .      5
        5.2.   Authorization, etc.   . . . . . . . . . . . . .      5
        5.3.   Disclosure.   . . . . . . . . . . . . . . . . .      5
        5.4.   Organization and Ownership of Shares of Subsidiaries;
               Affiliates.   . . . . . . . . . . . . . . . . .      6
        5.5.   Financial Statements.   . . . . . . . . . . . .      6
        5.6.   Compliance with Laws, Other Instruments, etc.        7
        5.7.   Governmental Authorizations, etc.   . . . . . .      7
        5.8.   Litigation; Observance of Agreements, Statutes and 
               Orders  . . . . . . . . . . . . . . . . . . . .      7
        5.9.   Taxes.  . . . . . . . . . . . . . . . . . . . .      7
        5.10.  Title to Property; Leases; Pledge Agreement.  .      8
        5.11.  Licenses, Permits, etc.   . . . . . . . . . . .      8
        5.12.  Compliance with ERISA.  . . . . . . . . . . . .      9
        5.13.  Private Offering by the Company.  . . . . . . .      9

                                         1<PAGE>





       






        5.14.  Use of Proceeds; Margin Regulations.  . . . . .      10
        5.15.  Existing Indebtedness; Future Liens.  . . . . .      10
        5.16.  Foreign Assets Control Regulations, etc.  . . .      10
        5.17.  Status under Certain Statutes.  . . . . . . . .      11
        5.18.  Environmental Matters.  . . . . . . . . . . . .      11
        5.19.  Representations in Transaction Documents.   . .      11

   6.   REPRESENTATIONS OF THE PURCHASER.  . . . . . . . . . .      12
        6.1.   Purchase for Investment.  . . . . . . . . . . .      12
        6.2.   Source of Funds.  . . . . . . . . . . . . . . .      12

   7.   INFORMATION AS TO COMPANY. . . . . . . . . . . . . . .      13
        7.1.   Financial and Business Information.   . . . . .      13
        7.2.   Officer s Certificate   . . . . . . . . . . . .      16
        7.3.   Inspection.   . . . . . . . . . . . . . . . . .      16

   8.   INTEREST ON THE NOTES; PREPAYMENT OF THE NOTES.  . . .      17
        8.1.   Interest on the Notes.  . . . . . . . . . . . .      17
        8.2.   Maturity.   . . . . . . . . . . . . . . . . . .      17
        8.3.   Optional Prepayments with Make-Whole Amount.  .      17
        8.4.   Prepayment in Connection with a Change of Control.   17
        8.5.   Notices, Etc; Calculation of Make-Whole Amounts.     18
        8.6.   Allocation of Partial Prepayments.  . . . . . .      19
        8.7.   Maturity; Surrender, etc.   . . . . . . . . . .      19
        8.8.   Purchase of Notes.  . . . . . . . . . . . . . .      19
        8.9.   Make-Whole Amount.  . . . . . . . . . . . . . .      19

   9.   AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . .      21
        9.1.   Compliance with Law.  . . . . . . . . . . . . .      22
        9.2.   Insurance.  . . . . . . . . . . . . . . . . . .      21
        9.3.   Maintenance of Properties.  . . . . . . . . . .      21
        9.4.   Payment of Taxes and Claims.  . . . . . . . . .      21
        9.5.   Corporate Existence, etc.   . . . . . . . . . .      22
        9.6.   Subsidiary Guarantees, etc.   . . . . . . . . .      22

   10.  NEGATIVE COVENANTS.  . . . . . . . . . . . . . . . . .      22
        10.1.  Transactions with Affiliates.   . . . . . . . .      22
        10.2.  Merger, Consolidation, etc.   . . . . . . . . .      23
        10.3.  Consolidated Net Worth.   . . . . . . . . . . .      23
        10.4.  Debt Service Coverage Ratio.  . . . . . . . . .      23
        10.5.  Indebtedness.   . . . . . . . . . . . . . . . .      23
        10.6.  Intercompany Indebtedness.  . . . . . . . . . .      24
        10.7.  Liens.  . . . . . . . . . . . . . . . . . . . .      24

                                         2<PAGE>





       






        10.8.  Sale and Leasebacks.  . . . . . . . . . . . . .      25
        10.9.  Restricted Payments.  . . . . . . . . . . . . .      25
        10.10. Amendments, etc. to Forward Equity Purchase
               Agreement.  . . . . . . . . . . . . . . . . . .      26

   11.  EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . .      26

   12.  REMEDIES ON DEFAULT, ETC.  . . . . . . . . . . . . . .      29
        12.1.  Acceleration.   . . . . . . . . . . . . . . . .      29
        12.2.  Other Remedies.   . . . . . . . . . . . . . . .      29
        12.3.  Rescission.   . . . . . . . . . . . . . . . . .      30
        12.4.  No Waivers or Election of Remedies, Expenses, etc.   30

   13.  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES. . . . .      30
        13.1.  Registration of Notes.  . . . . . . . . . . . .      30
        13.2.  Transfer and Exchange of Notes.   . . . . . . .      31
        13.3.  Replacement of Notes.   . . . . . . . . . . . .      31

   14.  PAYMENTS ON NOTES. . . . . . . . . . . . . . . . . . .      32
        14.1.  Place of Payment.   . . . . . . . . . . . . . .      32
        14.2.  Home Office Payment.  . . . . . . . . . . . . .      32

   15.  EXPENSES, ETC. . . . . . . . . . . . . . . . . . . . .      32
        15.1.  Transaction Expenses.   . . . . . . . . . . . .      32
        15.2.  Survival.   . . . . . . . . . . . . . . . . . .      33

   16.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE 
        AGREEMENT. . . . . . . . . . . . . . . . . . . . . . .      33

   17.  AMENDMENT AND WAIVER.  . . . . . . . . . . . . . . . .      33
        17.1.  Requirements.   . . . . . . . . . . . . . . . .      33
        17.2.  Solicitation of Holders of Notes.   . . . . . .      34
        17.3.  Binding Effect, etc.  . . . . . . . . . . . . .      34
        17.4.  Notes held by Company, etc.   . . . . . . . . .      34

   18.  NOTICES. . . . . . . . . . . . . . . . . . . . . . . .      34

   19.  REPRODUCTION OF DOCUMENTS. . . . . . . . . . . . . . .      35

   20.  CONFIDENTIAL INFORMATION.  . . . . . . . . . . . . . .      35

   21.  SUBSTITUTION OF PURCHASER. . . . . . . . . . . . . . .      36


                                         3<PAGE>





       






   22.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . .      37
        22.1.  Successors and Assigns.   . . . . . . . . . . .      37
        22.2.  Payments Due on Non-Business Days.  . . . . . .      37
        22.3.  Severability.   . . . . . . . . . . . . . . . .      37
        22.4.  Construction.   . . . . . . . . . . . . . . . .      37
        22.5.  Counterparts.   . . . . . . . . . . . . . . . .      37
        22.6.  Governing Law.  . . . . . . . . . . . . . . . .      37


        SCHEDULE A       --  INFORMATION RELATING TO PURCHASERS

        SCHEDULE B       --  DEFINED TERMS

        SCHEDULE 5.3     --     Disclosure Materials

        SCHEDULE 5.4     --     Subsidiaries of the Company and
                               Ownership of Subsidiary Stock

        SCHEDULE 5.5     --     Financial Statements

        SCHEDULE 5.11    --     Patents, etc.

        SCHEDULE 5.14    --  Use of Proceeds

        SCHEDULE 5.15    --   Existing Indebtedness/Liens


        EXHIBIT 1        --  Form of 6.90% Senior Secured Note due 2010

        EXHIBIT 4.4(a)   --     Form of Opinion of Special Counsel for the 
                               Company

        EXHIBIT 4.4(b)   --     Form of Opinion of Special Counsel
                               for the Purchasers

        EXHIBIT A        --     Form of Subordination Provisions

        EXHIBIT B        --     Form of Collateral Agency Agreement

        EXHIBIT C        --     Form of Consent

        EXHIBIT D        --     Form of Modification of Forward Equity Purchase
                             Agreement

                                         4<PAGE>





       






        EXHIBIT E        --     Form of Pledge Agreement

        EXHIBIT F        --     Form of Subsidiary Guarantee









































                                         5<PAGE>





       








                             THE ENERGY NETWORK, INC.
                                100 Columbus Blvd.
                           Hartford, Connecticut  06144



                       6.90% Senior Secured Notes due 2010



                                                         As of October 14, 1998


   METROPOLITAN LIFE INSURANCE COMPANY
   ONE MADISON AVENUE
   NEW YORK, NEW YORK 10010

   Ladies and Gentlemen:

             THE ENERGY NETWORK, INC., a Connecticut corporation (the
   "Company"), agrees with you as follows:

   1.   AUTHORIZATION OF NOTES.

             The Company will authorize the issue and sale of $15,000,000
   aggregate principal amount of its 6.90% Senior Secured Notes due 2010 (the
   "Notes", such term to include any such notes issued in substitution therefor
   pursuant to Section 13 of this Agreement). The Notes shall be substantially
   in the form set out in Exhibit 1, with such changes therefrom, if any, as
   may be approved by you and the Company.  Certain capitalized terms used in
   this Agreement are defined in Schedule B; references to a "Schedule" or an
   "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit
   attached to this Agreement.

   2.   SALE AND PURCHASE OF NOTES.

             Subject to the terms and conditions of this Agreement, the Company
   will issue and sell to you and you will purchase from the Company, at the
   Closing provided for in Section 3, Notes in the principal amount specified
   opposite your name in Schedule A at the purchase price of 100% of the
   principal amount thereof.  

                                         1<PAGE>





       






   3.   CLOSING.

             The sale and purchase of the Notes to be purchased by you shall
   occur at the offices of Milbank, Tweed, Hadley & McCloy, One Chase Manhattan
   Plaza, New York, New York 10005, at 10:00 a.m., New York City time, at a
   closing (the "Closing") on October 14, 1998 or on such other Business Day
   thereafter on or prior to October 30, 1998 as may be agreed upon by the
   Company and you.  At the Closing the Company will deliver to you the Notes
   to be purchased by you in the form of a single Note (or such greater number
   of Notes in denominations of at least $100,000 as you may request) dated the
   date of the Closing and registered in your name (or in the name of your
   nominee), against delivery by you to the Company or its order of immediately
   available funds in the amount of the purchase price therefor by wire
   transfer of immediately available funds for the account of the Company to an
   account of the Company designated in a written notice from the Company to
   you at least two Business Days in advance of the Closing.  If at the Closing
   the Company shall fail to tender such Notes to you as provided above in this
   Section 3, or any of the conditions specified in Section 4 shall not have
   been fulfilled to your satisfaction, you shall, at your election, be re-
   lieved of all further obligations under this Agreement, without thereby
   waiving any rights you may have by reason of such failure or such nonful-
   fillment.

   4.   CONDITIONS TO CLOSING.

             Your obligation to purchase and pay for the Notes to be sold to
   you at the Closing is subject to the fulfillment to your satisfaction, prior
   to or at the Closing, of the following conditions:

   4.1. Representations and Warranties.

             The representations and warranties of the Company in this Agree-
   ment and the other Transaction Documents to which the Company is a party
   shall be correct when made and at the time of the Closing.

   4.2. Performance; No Default.

             The Company shall have performed and complied with all agreements
   and conditions contained in this Agreement and in each other Transaction
   Document to which the Company is a party required to be performed or
   complied with by it prior to or at the Closing and after giving effect to
   the issue and sale of the Notes (and the application of the proceeds thereof
   as contemplated by Section 5.14) no Default or Event of Default shall have

                                         2<PAGE>





       






   occurred and be continuing.  

   4.3. Compliance Certificates.

             (a)  OFFICER'S CERTIFICATE.  The Company shall have delivered to
   you an Officer s Certificate, dated the date of the Closing, certifying that
   the conditions specified in Sections 4.1, 4.2 and 4.8 have been fulfilled.

             (b)  SECRETARY'S CERTIFICATE.  Each of the Company, CTG and each
   Subsidiary shall have delivered to you a certificate certifying as to the
   resolutions attached thereto and other corporate proceedings relating to the
   authorization, execution and delivery of the Transaction Documents to which
   it is a party.

   4.4. Opinions of Counsel.

             You shall have received opinions in form and substance
   satisfactory to you, dated the date of the Closing (a) from Murtha, Cullina,
   Richter and Pinney LLP, counsel for the Company, CTG and each Subsidiary,
   covering the matters set forth in Exhibit 4.4(a) and covering such other
   matters incident to the transactions contemplated hereby as you or your
   counsel may reasonably request (and the Company hereby instructs its counsel
   to deliver such opinion to you) and (b) rom Milbank, Tweed, Hadley & McCloy,
   your special counsel in connection with such transactions, covering the
   matters set forth in Exhibit 4.4(b) and covering such other matters incident
   to such transactions as you may reasonably request.

   4.5. Purchase Permitted By Applicable Law, etc.

             On the date of the Closing your purchase of Notes shall (i) be 
   permitted by the laws and regulations of each jurisdiction to which you are
   subject, without recourse to provisions (such as Section 1405(a)(8) of the
   New York Insurance Law) permitting limited investments by insurance
   companies without restriction as to the character of the particular invest-
   ment, (ii) not violate any applicable law or regulation (including, without
   limitation, Regulation T, U or X of the Board of Governors of the Federal
   Reserve System) and (iii) not subject you to any tax, penalty or liability
   under or pursuant to any applicable law or regulation, which law or
   regulation was not in effect on the date hereof.  If requested by you, you
   shall have received an Officer s Certificate certifying as to such matters
   of fact as you may reasonably specify to enable you to determine whether
   such purchase is so permitted.


                                         3<PAGE>





       






   4.6. Payment of Special Counsel Fees.

             Without limiting the provisions of Section 15.1, the Company shall
   have paid on or before the Closing the fees, charges and disbursements of
   your special counsel referred to in Section 4.4 to the extent reflected in a
   statement of such counsel rendered to the Company at least one Business Day
   prior to the Closing.

   4.7. Private Placement Number.

             A Private Placement number issued by Standard & Poor s CUSIP
   Service Bureau (in cooperation with the Securities Valuation Office of the
   National Association of Insurance Commissioners) shall have been obtained
   for the Notes.

   4.8. Changes in Corporate Structure.

             Neither CTG nor the Company shall have changed its jurisdiction of
   incorporation or been a party to any merger or consolidation and shall not
   have succeeded to all or any substantial part of the liabilities of any
   other entity, at any time following the date of the most recent financial
   statements referred to in Schedule 5.5.  

   4.9. Credit Rating.

             You shall have received evidence, in a form satisfactory to you,
   that Standard & Poor s and Moody s have assigned ratings of not less than A-
   and A3, respectively, to the senior unsecured long-term debt of CNG.

   4.10.     Subsidiary Guarantees.

             Each Subsidiary of the Company shall have executed and delivered a
   Subsidiary Guarantee and each such Subsidiary Guarantee shall be in full
   force and effect.

   4.11.     Pledge Agreement; Collateral Agency Agreement.

             The Company and the Collateral Agent shall have executed and
   delivered the Pledge Agreement and the Pledge Agreement shall be in full
   force and effect.  The stock certificates identified in Annex 1 to the
   Pledge Agreement, together with undated stock powers executed in blank in
   connection therewith, shall have been delivered to the Collateral Agent. 
   All necessary and appropriate filings shall have been made in all necessary

                                         4<PAGE>





       






   and appropriate public offices and all other necessary and appropriate
   actions shall have been taken so that the Liens created by the Pledge
   Agreement constitute perfected first priority Liens on all right, title and
   interest of the Company in the Collateral.

             The Collateral Agency Agreement shall have been executed and
   delivered by the parties thereto and shall be in full force and effect.

   4.12.     Consent.

             CTG, the Company and the Collateral Agent shall have executed and
   delivered the  Consent and the Consent shall be in full force and effect.

   4.13.     Forward Equity Purchase Agreement.

             The Company and CTG shall have executed and delivered the
   Modification of Forward Equity Purchase Agreement and the Forward Equity
   Purchase Agreement as amended thereby shall be in full force and effect.

   4.14.     Support Agreement.

             CTG shall have executed and delivered the Support Agreement and
   the Support Agreement shall be in full force and effect.

   4.15.     Proceedings and Documents.

             All corporate and other proceedings in connection with the
   transactions contemplated by this Agreement and the other Transaction
   Documents and all documents and instruments incident to such transactions
   shall be satisfactory to you and your special counsel, and you and your
   special counsel shall have received all such counterpart originals or
   certified or other copies of such documents as you or they may reasonably
   request.

   5.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

             The Company represents and warrants to you that:

   5.1. Organization; Power and Authority.

             The Company is a corporation duly organized, validly existing and
   in good standing under the laws of its jurisdiction of incorporation, and is
   duly qualified as a foreign corporation and is in good standing in each

                                         5<PAGE>





       






   jurisdiction in which such qualification is required by law, other than
   those jurisdictions as to which the failure to be so qualified or in good
   standing could not, individually or in the aggregate, reasonably be expected
   to have a Material Adverse Effect.  The Company has the corporate power and
   authority to own or hold under lease the properties it purports to own or
   hold under lease, to transact the business it transacts and proposes to
   transact, to execute and deliver this Agreement, the Notes and the other
   Transaction Documents to which the Company is a party and to perform the
   provisions hereof and thereof.  The Company is a wholly-owned Subsidiary of
   CTG.

   5.2. Authorization, etc.

             This Agreement, the Notes and the other Transaction Documents to
   which the Company is a party have been duly authorized by all necessary
   corporate action on the part of the Company, and this Agreement constitutes,
   and upon execution and delivery thereof each Note and each other Transaction
   Document to which the Company is a party will constitute, a legal, valid and
   binding obligation of the Company enforceable against the Company in
   accordance with its terms, except as such enforceability may be limited by
   (i) applicable bankruptcy, insolvency, reorganization, moratorium or other
   similar laws affecting the enforcement of creditors  rights generally and
   (ii) general principles of equity (regardless of whether such enforceability
   is considered in a proceeding in equity or at law).

   5.3. Disclosure.

             Except as disclosed in Schedule 5.3, this Agreement, the
   documents, certificates or other writings delivered to you by or on behalf
   of the Company in connection with the transactions contemplated hereby and
   the financial statements listed in Schedule 5.5, taken as a whole, do not
   contain any untrue statement of a material fact or omit to state any
   material fact necessary to make the statements therein not misleading in
   light of the circumstances under which they were made.  Except as expressly
   described in Schedule 5.3, or in one of the documents, certificates or other
   writings identified therein, or in the financial statements listed in
   Schedule 5.5, since September 30, 1997, there has been no change in the
   financial condition, operations, business, properties or prospects of the
   Company or any Subsidiary except changes that individually or in the aggre-
   gate could not reasonably be expected to have a Material Adverse Effect. 
   There is no fact known to the Company that could reasonably be expected to
   have a Material Adverse Effect that has not been set forth herein or in the
   other documents, certificates and other writings delivered to you by or on

                                         6<PAGE>





       






   behalf of the Company specifically for use in connection with the
   transactions contemplated hereby.

   5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.

             (a)  Schedule 5.4 contains (except as noted therein) complete and
   correct lists (i) of the Company s Subsidiaries, showing, as to each
   Subsidiary, the correct name thereof, the jurisdiction of its organization,
   and the percentage of shares of each class of its capital stock or similar
   equity interests outstanding owned by the Company and each other Subsidiary
   and (ii) of the Company s Affiliates, other than Subsidiaries.

             (b)  All of the outstanding shares of capital stock or similar
   equity interests of each Subsidiary shown in Schedule 5.4 as being owned by
   the Company and its Subsidiaries have been validly issued, are fully paid
   and nonassessable and are owned by the Company or another Subsidiary free
   and clear of any Lien other than the Lien of the Pledge Agreement.

             (c)  Each Subsidiary identified in Schedule 5.4 is a corporation
   or other legal entity duly organized, validly existing and in good standing
   under the laws of its jurisdiction of organization, and is duly qualified as
   a foreign corporation or other legal entity and is in good standing in each
   jurisdiction in which such qualification is required by law, other than
   those jurisdictions as to which the failure to be so qualified or in good
   standing could not, individually or in the aggregate, reasonably be expected
   to have a Material Adverse Effect.  Each such Subsidiary has the corporate
   or other power and authority to own or hold under lease the properties it
   purports to own or hold under lease and to transact the business it
   transacts and proposes to transact.

             (d)  No Subsidiary is a party to, or otherwise subject to any
   legal restriction or any agreement (other than this Agreement, the
   agreements listed on Schedule 5.4 and customary limitations imposed by
   corporate law statutes) restricting the ability of such Subsidiary to pay
   dividends out of profits or make any other similar distributions of profits
   to the Company or any of its Subsidiaries that owns outstanding shares of
   capital stock or similar equity interests of such Subsidiary.

   5.5. Financial Statements.

             The Company has delivered to each Purchaser copies of the
   financial statements listed on Schedule 5.5.  All of said financial
   statements (including in each case the related schedules and notes) fairly

                                         7<PAGE>





       






   present in all material respects the consolidated financial position of the
   Persons indicated therein as of the respective dates specified in such
   Schedule and the consolidated results of their operations and cash flows for
   the respective periods so specified and have been prepared in accordance
   with GAAP consistently applied throughout the periods involved except as set
   forth in the notes thereto (subject, in the case of any interim financial
   statements, to normal year-end adjustments).

   5.6. Compliance with Laws, Other Instruments, etc.

             The execution, delivery and performance by the Company of this
   Agreement, the Notes and the other Transaction Documents to which the
   Company is a party will not (i) contravene, result in any breach of, or
   constitute a default under, or result in the creation of any Lien in respect
   of any property of the Company or any Subsidiary under (other than the Lien
   of the Pledge Agreement), any indenture, mortgage, deed of trust, loan,
   purchase or credit agreement, lease, corporate charter or by-laws, or any
   other agreement or instrument to which the Company or any Subsidiary is
   bound or by which the Company or any Subsidiary or any of their respective
   properties may be bound or affected, (ii) conflict with or result in a
   breach of any of the terms, conditions or provisions of any order, judgment,
   decree, or ruling of any court, arbitrator or Governmental Authority applic-
   able to the Company or any Subsidiary or (iii) violate any provision of any
   statute or other rule or regulation of any Governmental Authority applicable
   to the Company or any Subsidiary.
   5.7. Governmental Authorizations, etc.

             No consent, approval or authorization of, or registration, filing
   or declaration with, any Governmental Authority is required in connection
   with the execution, delivery or performance by the Company of this
   Agreement, the Notes or any other Transaction Document to which the Company
   is a party, except for filings in respect of the Liens created pursuant to
   the Pledge Agreement.

   5.8. Litigation; Observance of Agreements, Statutes and Orders.

             (a)  There are no actions, suits or proceedings pending or, to the
   knowledge of the Company, threatened against or affecting the Company or any
   Subsidiary or any property of the Company or any Subsidiary in any court or
   before any arbitrator of any kind or before or by any Governmental Authority
   that, individually or in the aggregate, could reasonably be expected to have
   a Material Adverse Effect.


                                         8<PAGE>





       






             (b)  Neither the Company nor any Subsidiary is in default under
   any term of any agreement or instrument to which it is a party or by which
   it is bound, or any order, judgment, decree or ruling of any court,
   arbitrator or Governmental Authority or is in violation of any applicable
   law, ordinance, rule or regulation (including without limitation Environ-
   mental Laws) of any Governmental Authority, which default or violation,
   individually or in the aggregate, could reasonably be expected to have a
   Material Adverse Effect.
   5.9. Taxes.

             The Company and its Subsidiaries have filed all tax returns that
   are required to have been filed in any jurisdiction, and have paid all taxes
   shown to be due and payable on such returns and all other taxes and assess-
   ments levied upon them or their properties, assets, income or franchises, to
   the extent such taxes and assessments have become due and payable and before
   they have become delinquent, except for any taxes and assessments (i) the
   amount of which is not individually or in the aggregate Material or (ii) the
   amount, applicability or validity of which is currently being contested in
   good faith by appropriate proceedings and with respect to which the Company
   or a Subsidiary, as the case may be, has established adequate reserves in
   accordance with GAAP.  The Company knows of no basis for any other tax or
   assessment that could reasonably be expected to have a Material Adverse
   Effect.  The charges, accruals and reserves on the books of the Company and
   its Subsidiaries in respect of Federal, state or other taxes for all fiscal
   periods are adequate.  The Federal income tax liabilities of the Company and
   its Subsidiaries have been determined and paid for all fiscal years up to
   and including the fiscal year ended September 30, 1997, and have been
   audited by the Internal Revenue Service for all fiscal years up to and
   including the fiscal year ended September 30, 1988.

   5.10.     Title to Property; Leases; Pledge Agreement.

             The Company and its Subsidiaries have good and sufficient title to
   their respective properties that individually or in the aggregate are
   Material, including all such properties reflected in the most recent audited
   balance sheet referred to in Section 5.5 or purported to have been acquired
   by the Company or any Subsidiary after said date (except as sold or
   otherwise disposed of in the ordinary course of business), in each case free
   and clear of Liens prohibited by this Agreement.  All leases that
   individually or in the aggregate are Material are valid and subsisting and
   are in full force and effect in all material respects. 

             The provisions of the Pledge Agreement are effective to create, in

                                         9<PAGE>





       






   favor of the Collateral Agent, a legal, valid and enforceable Lien on or in
   all of the Collateral which Lien shall be, upon the retaining or taking of
   possession by the Collateral Agent of the applicable stock certificates as
   contemplated by Section 5 of the Pledge Agreement and the filing of UCC
   financing statements with the Secretary of the State of the State of
   Connecticut, a perfected first priority Lien.

   5.11.     Licenses, Permits, etc.

             Except as disclosed in Schedule 5.11, 

             (a) the Company and its Subsidiaries own or possess all licenses,
        permits, franchises, authorizations, patents, copyrights, service
        marks, trademarks and trade names, or rights thereto, that individually
        or in the aggregate are Material, without known conflict with the
        rights of others;

             (b)  to the best knowledge of the Company, no product of the
        Company or any of its Subsidiaries infringes in any material respect
        any license, permit, franchise, authorization, patent, copyright,
        service mark, trademark, trade name or other right owned by any other
        Person; and

             (c)  to the best knowledge of the Company, there is no Material
        violation by any Person of any right of the Company or any of its
        Subsidiaries with respect to any patent, copyright, service mark,
        trademark, trade name or other right owned or used by the Company or
        any of its Subsidiaries.

   5.12.     Compliance with ERISA.

             (a)  The Company and each ERISA Affiliate have operated and
   administered each Plan in compliance with all applicable laws except for
   such instances of noncompliance as have not resulted in and could not
   reasonably be expected to result in a Material Adverse Effect.  Neither the
   Company nor any ERISA Affiliate has incurred any liability pursuant to Title
   I or IV of ERISA or the penalty or excise tax provisions of the Code
   relating to employee benefit plans (as defined in section 3 of ERISA), and
   no event, transaction or condition has occurred or exists that could
   reasonably be expected to result in the incurrence of any such liability by
   the Company or any ERISA Affiliate, or in the imposition of any Lien on any
   of the rights, properties or assets of the Company or any ERISA Affiliate,
   in either case pursuant to Title I or IV of ERISA or to such penalty or

                                        10<PAGE>





       






   excise tax provisions or to section 401(a)(29) or 412 of the Code, other
   than such liabilities or Liens as would not be individually or in the aggre-
   gate Material.

             (b)  The present value of the aggregate benefit liabilities under
   each of the Plans (other than Multiemployer Plans), determined as of the end
   of such Plan s most recently ended plan year on the basis of the actuarial
   assumptions specified for funding purposes in such Plan s most recent
   actuarial valuation report, did not exceed the aggregate current value of
   the assets of such Plan allocable to such benefit liabilities.  The term
   "BENEFIT LIABILITIES" has the meaning specified in section 4001 of ERISA and
   the terms "CURRENT VALUE" and "PRESENT VALUE" have the meaning specified in
   section 3 of ERISA.

             (c)  The Company and its ERISA Affiliates have not incurred
   withdrawal liabilities (and are not subject to contingent withdrawal
   liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer
   Plans that individually or in the aggregate are Material.

             (d)  The expected postretirement benefit obligation (determined as
   of the last day of the Company s most recently ended fiscal year in
   accordance with Financial Accounting Standards Board Statement No. 106,
   without regard to liabilities attributable to continuation coverage mandated
   by section 4980B of the Code) of the Company and its Subsidiaries is not
   Material.

             (e)  The execution and delivery of this Agreement and the issuance
   and sale of the Notes hereunder will not involve any transaction that is
   subject to the prohibitions of section 406 of ERISA or in connection with
   which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the
   Code.  The representation by the Company in the first sentence of this
   Section 5.12(e) is made in reliance upon and subject to the accuracy of your
   representation in Section 6.2 as to the sources of the funds used to pay the
   purchase price of the Notes to be purchased by you.

   5.13.     Private Offering by the Company.

             Neither the Company nor anyone acting on its behalf has offered
   the Notes or any similar securities for sale to, or solicited any offer to
   buy any of the same from, or otherwise approached or negotiated in respect
   thereof with, any person other than you and one other Institutional
   Investor, each of which has been offered the Notes at a private sale for
   investment.  Neither the Company nor anyone acting on its behalf has taken,

                                        11<PAGE>





       






   or will take, any action that would subject the issuance or sale of the
   Notes to the registration requirements of Section 5 of the Securities Act.

   5.14.     Use of Proceeds; Margin Regulations.

             The Company will apply the proceeds of the sale of the Notes as
   set forth in Schedule 5.14.  Taking into account such application of the
   proceeds of the sale of the Notes, the purchase of the Notes as contemplated
   hereunder will not constitute an extension of credit secured directly or
   indirectly by margin stock within the meaning of Regulation U of the Board
   of Governors of the Federal Reserve System (12 CFR 221) and you shall not be
   obligated to require the Company to execute a Form F.R. G-3 under said
   Regulation U.  No part of the proceeds from the sale of the Notes hereunder
   will be used, directly or indirectly, for the purpose of buying or carrying
   or trading in any securities under such circumstances as to involve the
   Company in a violation of Regulation X of said Board (12 CFR 224) or to
   involve any broker or dealer in a violation of Regulation T of said Board
   (12 CFR 220).  Margin stock does not constitute more than 5% of the value of
   the consolidated assets of the Company and its Subsidiaries and the Company
   does not have any present intention that margin stock will constitute more
   than 5% of the value of such assets.  As used in this Section, the terms
   "MARGIN STOCK" and "PURPOSE OF BUYING OR CARRYING" shall have the meanings
   assigned to them in said Regulation U.

   5.15.     Existing Indebtedness; Future Liens.

             (a)  Except as described therein, Schedule 5.15 sets forth a
   complete and correct list of all outstanding Indebtedness of the Company and
   its Subsidiaries as of the date hereof, since which date there has been no
   Material change in the amounts, interest rates, sinking funds, installment
   payments or maturities of the Indebtedness of the Company or its
   Subsidiaries.  Neither the Company nor any Subsidiary is in default and no
   waiver of default is currently in effect, in the payment of any principal or
   interest on any Indebtedness of the Company or such Subsidiary and no event
   or condition exists with respect to any Indebtedness of the Company or any
   Subsidiary that would permit (or that with notice or the lapse of time, or
   both, would permit) one or more Persons to cause such Indebtedness to become
   due and payable before its stated maturity or before its regularly scheduled
   dates of payment.

             (b)  Except as disclosed in Schedule 5.15, neither the Company nor
   any Subsidiary has agreed or consented to cause or permit in the future
   (upon the happening of a contingency or otherwise) any of its property,

                                        12<PAGE>





       






   whether now owned or hereafter acquired, to be subject to a Lien not
   permitted by Section 10.7.

   5.16.     Foreign Assets Control Regulations, etc.

             Neither the sale of the Notes by the Company hereunder nor its use
   of the proceeds thereof will violate the Trading with the Enemy Act, as
   amended, or any of the foreign assets control regulations of the United
   States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or
   any enabling legislation or executive order relating thereto.

   5.17.     Status under Certain Statutes.

             Neither the Company nor any Subsidiary is subject to regulation
   under the Investment Company Act of 1940, as amended, the Public Utility
   Holding Company Act of 1935, as amended, the Interstate Commerce Act, as
   amended, or the Federal Power Act, as amended.

   5.18.     Environmental Matters.

             Neither the Company nor any Subsidiary has knowledge of any claim
   or has received any notice of any claim, and no proceeding has been
   instituted raising any claim against the Company or any of its Subsidiaries
   or any of their respective real properties now or formerly owned, leased or
   operated by any of them or other assets, alleging any damage to the
   environment or violation of any Environmental Laws, except, in each case,
   such as could not reasonably be expected to result in a Material Adverse
   Effect.  Except as otherwise disclosed in CTG s most recent Annual Report on
   Form 10-K previously furnished to you,

                  (a) neither the Company nor any Subsidiary has knowledge of
             any facts which would give rise to any claim, public or private,
             of violation of Environmental Laws or damage to the environment
             emanating from, occurring on or in any way related to real
             properties now or formerly owned, leased or operated by any of
             them or to other assets or their use, except, in each case, such
             as could not reasonably be expected to result in a Material
             Adverse Effect;

                  (b)  neither the Company nor any of its Subsidiaries has
             stored any Hazardous Materials on real properties now or formerly
             owned, leased or operated by any of them and has not disposed of
             any Hazardous Materials in a manner contrary to any Environmental

                                        13<PAGE>





       






             Laws in each case in any manner that could reasonably be expected
             to result in a Material Adverse Effect; and

                  (c)  all buildings on all real properties now owned, leased
             or operated by the Company or any of its Subsidiaries are in
             compliance with applicable Environmental Laws, except where
             failure to comply could not reasonably be expected to result in a
             Material Adverse Effect.

   5.19.     Representations in Transaction Documents.

             The representations and warranties of the Company in each other
   Transaction Document to which the Company is a party and of each Subsidiary
   in its Subsidiary Guarantee are true and correct.




   6.   REPRESENTATIONS OF THE PURCHASER.

   6.1. Purchase for Investment.

             You represent that you are purchasing the Notes for your own
   account or for one or more separate accounts maintained by you or for the
   account of one or more pension or trust funds and not with a view to the
   distribution thereof, PROVIDED that the disposition of your or their
   property shall at all times be within your or their control.  You understand
   that the Notes have not been registered under the Securities Act and may be
   resold only if registered pursuant to the provisions of the Securities Act
   or if an exemption from registration is available, except under
   circumstances where neither such registration nor such an exemption is re-
   quired by law, and that the Company is not required to register the Notes.

   6.2. Source of Funds.

             You represent that at least one of the following statements is an
   accurate representation as to each source of funds (a "Source") to be used
   by you to pay the purchase price of the Notes to be purchased by you
   hereunder:

             (a)  the Source is an "insurance company general account" (as the
        term is defined in Prohibited Transaction Exemption ("PTE") 95-60
        (issued July 12, 1995)) in respect of which the reserves and

                                        14<PAGE>





       






        liabilities (as defined by the annual statement for life insurance
        companies approved by the National Association of Insurance
        Commissioners (the "NAIC Annual Statement")) for the general account
        contract(s) held by or on behalf of any employee benefit plan together
        with the amount of the reserves and liabilities for the general account
        contract(s) held by or on behalf of any other employee benefit plans
        maintained by the same employer (or affiliate thereof as defined in PTE
        95-60) or by the same employee organization in the general account do
        not exceed 10% of the total reserves and liabilities of the general
        account (exclusive of separate account liabilities) plus surplus as set
        forth in the NAIC Annual Statement filed with your state of domicile;
        or

             (b)  the Source is a separate account that is maintained solely in
        connection with your fixed contractual obligations under which the
        amounts payable, or credited, to any employee benefit plan (or its
        related trust) that has any interest in such separate account (or to
        any participant or beneficiary of such plan (including any annuitant))
        are not affected in any manner by the investment performance of the
        separate account; or

             (c)  the Source is either (i) an insurance company pooled separate
        account, within the meaning of PTE 90-1 (issued January 29, 1990), or
        (ii) a bank collective investment fund, within the meaning of the PTE
        91-38 (issued July 12, 1991) and, except as you have disclosed to the
        Company in writing pursuant to this paragraph (b), no employee benefit
        plan or group of plans maintained by the same employer or employee
        organization beneficially owns more than 10% of all assets allocated to
        such pooled separate account or collective investment fund; or

             (d)  the Source constitutes assets of an "investment fund" (within
        the meaning of Part V of the QPAM Exemption) managed by a "qualified
        professional asset manager" or "QPAM" (within the meaning of Part V of
        the QPAM Exemption), no employee benefit plan s assets that are includ-
        ed in such investment fund, when combined with the assets of all other
        employee benefit plans established or maintained by the same employer
        or by an affiliate (within the meaning of Section V(c)(1) of the QPAM
        Exemption) of such employer or by the same employee organization and
        managed by such QPAM, exceed 20% of the total client assets managed by
        such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption
        are satisfied, neither the QPAM nor a person controlling or controlled
        by the QPAM (applying the definition of "control" in Section V(e) of
        the QPAM Exemption) owns a 5% or more interest in the Company and

                                        15<PAGE>





       






        (i) the identity of such QPAM and (ii) the names of all employee
        benefit plans whose assets are included in such investment fund have
        been disclosed to the Company in writing pursuant to this paragraph
        (d); or

             (e)  the Source is a governmental plan; or

             (f)  the Source is one or more employee benefit plans, or a
        separate account or trust fund comprised of one or more employee
        benefit plans, each of which has been identified to the Company in
        writing pursuant to this paragraph (f); or

             (g)  the Source does not include assets of any employee benefit
        plan, other than a plan exempt from the coverage of ERISA.

   As used in this Section 6.2, the terms "employee benefit plan" and "separate
   account" shall have the respective meanings assigned to such terms in
   Section 3 of ERISA.


























                                        16<PAGE>





       






   7.   INFORMATION AS TO COMPANY.

   7.1. Financial and Business Information.

             The Company shall deliver to each holder of Notes that is an
   Institutional Investor:

             (a)  QUARTERLY STATEMENTS -- within 60 days after the end of each
        quarterly fiscal period in each fiscal year of the Company (other than
        the last quarterly fiscal period of each such fiscal year), duplicate
        copies of,

                  (i)  a consolidated balance sheet of the Company and its
             Subsidiaries as at the end of such quarter, and

                  (ii) consolidated statements of income, changes in
             stockholder s equity and cash flows of the Company and its
             Subsidiaries, for such quarter and (in the case of the second and
             third quarters) for the portion of the fiscal year ending with
             such quarter,

        setting forth in each case in comparative form the figures for the
        corresponding periods in the previous fiscal year, all in reasonable
        detail, prepared in accordance with GAAP applicable to quarterly
        financial statements generally, and certified by a Senior Financial
        Officer as fairly presenting, in all material respects, the financial
        position of the companies being reported on and their results of
        operations and cash flows, subject to changes resulting from year-end
        adjustments;

             (b)  ANNUAL STATEMENTS -- within 105 days after the end of each
        fiscal year of the Company, duplicate copies of,

                  (i)  a consolidated balance sheet of the Company and its
             Subsidiaries, as at the end of such year, and

                  (ii) consolidated statements of income, changes in
             stockholder s equity and cash flows of the Company and its
             Subsidiaries, for such year,

        setting forth in each case in comparative form the figures for the
        previous fiscal year, all in reasonable detail, prepared in accordance
        with GAAP, and accompanied 

                                        17<PAGE>





       






                  (A)  by an opinion thereon of independent certified public
             accountants of recognized national standing, which opinion shall
             state that such financial statements present fairly, in all mate-
             rial respects, the financial position of the companies being
             reported upon and their results of operations and cash flows and
             have been prepared in conformity with GAAP, and that the
             examination of such accountants in connection with such financial
             statements has been made in accordance with generally accepted
             auditing standards, and that such audit provides a reasonable
             basis for such opinion in the circumstances, and

                  (B)  a certificate of such accountants stating that they have
             reviewed this Agreement and stating further whether, in making
             their audit, they have become aware of any condition or event that
             then constitutes a Default or an Event of Default, and, if they
             are aware that any such condition or event then exists, specifying
             the nature and period of the existence thereof (it being
             understood that such accountants shall not be liable, directly or
             indirectly, for any failure to obtain knowledge of any Default or
             Event of Default unless such accountants should have obtained
             knowledge thereof in making an audit in accordance with generally
             accepted auditing standards or did not make such an audit);

             (c)  SEC AND OTHER REPORTS -- promptly upon their becoming
        available, one copy of (i) each financial statement, report, notice or
        proxy statement sent by the Company, CTG, any CTG Subsidiary or any
        Subsidiary to public securities holders generally, and (ii) each
        regular or periodic report (including Annual Reports on Form 10-K and
        Quarterly Reports on Form 10-Q), each registration statement (without
        exhibits except as expressly requested by such holder), and each
        prospectus and all amendments thereto filed by the Company, CTG, any
        CTG Subsidiary or any Subsidiary with the Securities and Exchange
        Commission and of all press releases and other statements made
        available generally by the Company, CTG, any CTG Subsidiary or any
        Subsidiary to the public concerning developments that are Material; 

             (d)  NOTICE OF DEFAULT OR EVENT OF DEFAULT -- promptly, and in any
        event within five days after a Responsible Officer becoming aware of
        the existence of any Default or Event of Default or that any Person has
        given any notice or taken any action with respect to a claimed default
        hereunder or that any Person has given any notice or taken any action
        with respect to a claimed default of the type referred to in Section
        11(f), a written notice specifying the nature and period of existence

                                        18<PAGE>





       






        thereof and what action the Company is taking or proposes to take with
        respect thereto;

             (e)  ERISA MATTERS -- promptly, and in any event within five days
        after a Responsible Officer becoming aware of any of the following, a
        written notice setting forth the nature thereof and the action, if any,
        that the Company or an ERISA Affiliate proposes to take with respect
        thereto:

                  (i)  with respect to any Plan, any reportable event, as
             defined in section 4043(b) of ERISA and the regulations there-
             under, for which notice thereof has not been waived pursuant to
             such regulations as in effect on the date hereof; or

                  (ii) the taking by the PBGC of steps to institute, or the
             threatening by the PBGC of the institution of, proceedings under
             section 4042 of ERISA for the termination of, or the appointment
             of a trustee to administer, any Plan, or the receipt by the
             Company or any ERISA Affiliate of a notice from a Multiemployer
             Plan that such action has been taken by the PBGC with respect to
             such Multiemployer Plan; or

                  (iii)     any event, transaction or condition that could
             result in the incurrence of any liability by the Company or any
             ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty
             or excise tax provisions of the Code relating to employee benefit
             plans, or in the imposition of any Lien on any of the rights,
             properties or assets of the Company or any ERISA Affiliate
             pursuant to Title I or IV of ERISA or such penalty or excise tax
             provisions, if such liability or Lien, taken together with any
             other such liabilities or Liens then existing, could reasonably be
             expected to have a Material Adverse Effect; 

             (f)  NOTICES FROM GOVERNMENTAL AUTHORITY -- promptly, and in any
        event within 30 days of receipt thereof, copies of any notice to the
        Company or any Subsidiary from any Federal or state Governmental
        Authority relating to any order, ruling, statute or other law or
        regulation that could reasonably be expected to have a Material Adverse
        Effect; and

             (g)  REQUESTED INFORMATION -- with reasonable promptness, such
        other data and information relating to the business, operations,
        affairs, financial condition, assets or properties of the Company or

                                        19<PAGE>





       






        any of its Subsidiaries or relating to the ability of the Company to
        perform its obligations hereunder and under the Notes as from time to
        time may be reasonably requested by any such holder of Notes.

   7.2. Officer s Certificate.

             Each set of financial statements delivered to a holder of Notes
   pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by
   a certificate of a Senior Financial Officer setting forth:

             (a)  COVENANT COMPLIANCE -- the information (including detailed
        calculations) required in order to establish whether the Company was in
        compliance with the requirements of Section 10.3, 10.4, 10.5, 10.7(i),
        10.8 and 10.9 during the quarterly or annual period covered by the
        statements then being furnished (including with respect to each such
        Section, where applicable, the calculations of the maximum or minimum
        amount, ratio or percentage, as the case may be, permissible under the
        terms of such Sections, and the calculation of the amount, ratio or
        percentage then in existence); and

             (b)  EVENT OF DEFAULT -- a statement that such officer has
        reviewed the relevant terms hereof and has made, or caused to be made,
        under his or her supervision, a review of the transactions and
        conditions of the Company and its Subsidiaries from the beginning of
        the quarterly or annual period covered by the statements then being
        furnished to the date of the certificate and that such review shall not
        have disclosed the existence during such period of any condition or
        event that constitutes a Default or an Event of Default or, if any such
        condition or event existed or exists (including, without limitation,
        any such event or condition resulting from the failure of the Company
        or any Subsidiary to comply with any Environmental Law), specifying the
        nature and period of existence thereof and what action the Company
        shall have taken or proposes to take with respect thereto.

   7.3. Inspection.

             The Company shall permit the representatives of each holder of
   Notes that is an Institutional Investor:

             (a)  NO DEFAULT -- if no Default or Event of Default then exists,
        at the expense of such holder and upon reasonable prior notice to the
        Company, to visit the principal executive office of the Company, to
        discuss the affairs, finances and accounts of the Company and its

                                        20<PAGE>





       






        Subsidiaries with the Company s officers, and (with the consent of the
        Company, which consent will not be unreasonably withheld) its
        independent public accountants, and (with the consent of the Company,
        which consent will not be unreasonably withheld) to visit the other
        offices and properties of the Company and each Subsidiary, all at such
        reasonable times and as often as may be reasonably requested in
        writing; and

             (b)  DEFAULT -- if a Default or Event of Default then exists, at
        the expense of the Company, to visit and inspect any of the offices or
        properties of the Company or any Subsidiary, to examine all their
        respective books of account, records, reports and other papers, to make
        copies and extracts therefrom, and to discuss their respective affairs,
        finances and accounts with their respective officers and independent
        public accountants (and by this provision the Company authorizes said
        accountants to discuss the affairs, finances and accounts of the
        Company and its Subsidiaries), all at such times and as often as may be
        requested.

   8.   INTEREST ON THE NOTES; PREPAYMENT OF THE NOTES.

   8.1. Interest on the Notes.

             (a)  Interest will accrue and be payable on the Notes in the
   amounts and at the times specified in the first paragraph thereof. 
   Notwithstanding anything above or in the Notes to the contrary, upon the
   occurrence and during the continuance of a Credit Rating Event interest
   shall accrue and be payable on the Notes at a rate that is 0.50% per annum
   above the rate of interest that would otherwise be applicable to the Notes
   pursuant to the first paragraph thereof.

             (b)  For purposes of subsection (a) above, a "Credit Rating Event"
   shall have occurred upon, and shall continue for so long as, (i) the senior
   unsecured long-term debt of any CTG Subsidiary shall be rated BBB- or less
   by Standard & Poor s or Baa3 or less by Moody s or (ii) the rating of the
   senior unsecured long-term debt of all of the CTG Subsidiaries shall have
   been withdrawn or otherwise not maintained by Standard & Poor s or Moody s.

   8.2. Maturity.

             As provided therein, the entire unpaid principal amount of the
   Notes shall be due and payable on October 14, 2010.


                                        21<PAGE>





       






   8.3. Optional Prepayments with Make-Whole Amount.

             The Company may, at its option, upon notice as in Section 8.5,
   prepay at any time all, or from time to time any part of, the Notes, in an
   amount not less than $1,000,000 in the case of a partial prepayment, at 100%
   of the principal amount so prepaid, plus the Make-Whole Amount determined
   for the prepayment date with respect to such principal amount.

   8.4. Prepayment in Connection with a Change of Control.

             (a)  Promptly and in any event within five Business Days after any
   Responsible Officer has knowledge of the occurrence of a Change of Control,
   the Company shall give written notice thereof to the holders of all
   outstanding Notes, which notice shall (i) refer specifically to this Section
   8.4 and describe the Change of Control in reasonable detail (including the
   Persons party thereto), (ii) specify a date not less than 30 days and not
   more than 60 days after the date of such notice (the "Control Prepayment
   Date") and (iii) offer to prepay on the Control Prepayment Date all (but not
   less than all) the Notes, at 100% of the principal amount thereof, together
   with interest accrued thereon to the Control Prepayment Date, plus the
   applicable Make-Whole Amount determined for the Control Prepayment Date with
   respect to such principal amount.  Each holder of a Note shall notify the
   Company of such holder s acceptance or rejection of such offer by giving
   written notice of such acceptance or rejection to the Company on a date (the
   "Control Response Date") at least 10 days prior to the Control Prepayment
   Date, and the Company shall prepay on the Control Prepayment Date all of the
   Notes held by each holder of Notes that has accepted such offer in
   accordance with this Section 8.4(a) at a price in respect of each Note held
   by such holder equal to 100% of the principal amount thereof, together with
   interest accrued thereon to the Control Prepayment Date, plus the applicable
   Make-Whole Amount determined for the Control Prepayment Date with respect to
   such principal amount; PROVIDED, however, that the failure by a holder of
   any Note to respond to such offer in writing on or before the Control
   Response Date shall be deemed to be an acceptance of such offer.  

             (b)  A "Change of Control" will be deemed to have occurred for
   purposes of Section 8.4(a) if any Person or Persons acting in concert,
   together with Affiliates thereof, shall in the aggregate, directly or
   indirectly, control or own (beneficially or otherwise) more than 45% of the
   total voting power of all classes of CTG s then outstanding voting
   securities.

   8.5. Notices, Etc; Calculation of Make-Whole Amounts.

                                        22<PAGE>





       






             (a)  The Company will give each holder of Notes written notice of
   each optional prepayment under Section 8.3 not less than 30 days and not
   more than 60 days prior to the date fixed for such prepayment.  Each such
   notice shall specify such date, the aggregate principal amount of the Notes
   to be prepaid on such date, the principal amount of each Note held by such
   holder to be prepaid, and the interest to be paid on the prepayment date
   with respect to such principal amount being prepaid.  

             (b)  Each notice of optional prepayment pursuant to Section 8.3
   and each notice of prepayment pursuant to Section 8.4(a), shall be
   accompanied by a certificate of a Senior Financial Officer as to the
   estimated applicable Make-Whole Amount due in connection with such
   prepayment (calculated as if the date of such notice were the date of the
   prepayment), setting forth the details of such computation, and two Business
   Days prior to each such prepayment, the Company shall deliver to each holder
   of Notes to be prepaid a certificate of a Senior Financial Officer
   specifying the calculation of such Make-Whole Amount as of the specified
   prepayment date.

             (c)  In the event the Company shall incorrectly determine the
   Make-Whole Amount payable in connection with any Note to be prepaid pursuant
   to Section 8.3 or 8.4(a) or declared to be immediately due and payable
   pursuant to Section 12.1 hereof, the holder of such Note shall not be bound
   by such incorrect determination but, instead, shall be entitled to receive
   an amount equal to the Make-Whole Amount, if any, determined by the Required
   Holders, in the case of Section 8.3, and in all other cases, by such holder
   in compliance with the terms of this Agreement, which determination shall
   be, absent manifest error, conclusive.

   8.6. Allocation of Partial Prepayments.

             In the case of each partial prepayment of the Notes pursuant to
   Section 8.3, the principal amount of the Notes to be prepaid shall be
   allocated among all of the Notes at the time outstanding in proportion, as
   nearly as practicable, to the respective unpaid principal amounts thereof
   not theretofore called for prepayment.

   8.7. Maturity; Surrender, etc.

             In the case of each prepayment of Notes pursuant to this Section
   8, the principal amount of each Note to be prepaid shall mature and become
   due and payable on the date fixed for such prepayment, together with
   interest on such principal amount accrued to such date and the applicable

                                        23<PAGE>





       






   Make-Whole Amount, if any.  From and after such date, unless the Company
   shall fail to pay such principal amount when so due and payable, together
   with the interest and Make-Whole Amount, if any, as aforesaid, interest on
   such principal amount shall cease to accrue.  Any Note paid or prepaid in
   full shall be surrendered to the Company and cancelled and shall not be
   reissued, and no Note shall be issued in lieu of any prepaid principal
   amount of any Note.

   8.8. Purchase of Notes.

             The Company will not and will not permit any Affiliate to
   purchase, redeem, prepay or otherwise acquire, directly or indirectly, any
   of the outstanding Notes except upon the payment or prepayment of the Notes
   in accordance with the terms of this Agreement and the Notes.  The Company
   will promptly cancel all Notes acquired by it or any Affiliate pursuant to
   any payment, prepayment or purchase of Notes pursuant to any provision of
   this Agreement and no Notes may be issued in substitution or exchange for
   any such Notes.

   8.9. Make-Whole Amount.

        The term "Make-Whole Amount" means, with respect to any Note, an amount
   equal to the excess, if any, of the Discounted Value of the Remaining Sched-
   uled Payments with respect to the Called Principal of such Note over the
   amount of such Called Principal, PROVIDED that the Make-Whole Amount may in
   no event be less than zero.  For the purposes of determining the Make-Whole
   Amount, the following terms have the following meanings:

             "Called Principal" means, with respect to any Note, the principal
        of such Note that is to be prepaid pursuant to Section 8.3 or 8.4 or
        has become or is declared to be immediately due and payable pursuant to
        Section 12.1, as the context requires.

             "Discounted Value" means, with respect to the Called Principal of
        any Note, the amount obtained by discounting all Remaining Scheduled
        Payments with respect to such Called Principal from their respective
        scheduled due dates to the Settlement Date with respect to such Called
        Principal, in accordance with accepted financial practice and at a
        discount factor (applied on the same periodic basis as that on which
        interest on the Notes is payable) equal to the Reinvestment Yield with
        respect to such Called Principal.

             "Reinvestment Yield" means, with respect to the Called Principal

                                        24<PAGE>





       






        of any Note, 0.50% over the yield to maturity implied by (i) the yields
        reported, as of 10:00 A.M. (New York City time) on the second Business
        Day preceding the Settlement Date with respect to such Called
        Principal, on the display designated as Bloomberg Financial Markets
        "Page PX7" (or such other display as may replace Bloomberg Financial
        Markets Page PX7) for actively traded U.S. Treasury securities having a
        maturity equal to the Remaining Average Life of such Called Principal
        as of such Settlement Date, or (ii) if such yields are not reported as
        of such time or the yields reported as of such time are not
        ascertainable, the Treasury Constant Maturity Series Yields reported,
        for the latest day for which such yields have been so reported as of
        the second Business Day preceding the Settlement Date with respect to
        such Called Principal, in Federal Reserve Statistical Release H.15
        (519) (or any comparable successor publication) for actively traded
        U.S. Treasury securities having a constant maturity equal to the
        Remaining Average Life of such Called Principal as of such Settlement
        Date.  Such implied yield will be determined, if necessary, by (a) con-
        verting U.S. Treasury bill quotations to bond-equivalent yields in
        accordance with accepted financial practice and (b) interpolating
        linearly between (1) the actively traded U.S. Treasury security with
        the duration closest to and greater than the Remaining Average Life and
        (2) the actively traded U.S. Treasury security with the duration
        closest to and less than the Remaining Average Life.

             "Remaining Average Life"  means, with respect to any Called
        Principal, the number of years (calculated to the nearest one-twelfth
        year) obtained by dividing (i) such Called Principal into (ii) the sum
        of the products obtained by multiplying (a) the principal component of
        each Remaining Scheduled Payment with respect to such Called Principal
        by (b) the number of years (calculated to the nearest one-twelfth year)
        that will elapse between the Settlement Date with respect to such
        Called Principal and the scheduled due date of such Remaining Scheduled
        Payment.

             "Remaining Scheduled Payments" means, with respect to the Called
        Principal of any Note, all payments of such Called Principal and
        interest thereon that would be due after the Settlement Date with re-
        spect to such Called Principal if no payment of such Called Principal
        were made prior to its scheduled due date, PROVIDED that if such
        Settlement Date is not a date on which interest payments are due to be
        made under the terms of the Notes, then the amount of the next suc-
        ceeding scheduled interest payment will be reduced by the amount of
        interest accrued to such Settlement Date and required to be paid on

                                        25<PAGE>





       






        such Settlement Date pursuant to Section 8.3, 8.4 or 12.1.

             "Settlement Date" means, with respect to the Called Principal of
        any Note, the date on which such Called Principal is to be prepaid
        pursuant to Section 8.3 or 8.4 or has become or is declared to be
        immediately due and payable pursuant to Section 12.1, as the context
        requires.

   9.   AFFIRMATIVE COVENANTS.

             The Company covenants that so long as any of the Notes are
   outstanding:

   9.1. Compliance with Law.

             The Company will and will cause each of its Subsidiaries to comply
   with all laws, ordinances or governmental rules or regulations to which each
   of them is subject, including, without limitation, Environmental Laws, and
   will obtain and maintain in effect all licenses, certificates, permits,
   franchises and other governmental authorizations necessary to the ownership
   of their respective properties or to the conduct of their respective
   businesses, in each case to the extent necessary to ensure that non-compli-
   ance with such laws, ordinances or governmental rules or regulations or
   failures to obtain or maintain in effect such licenses, certificates,
   permits, franchises and other governmental authorizations could not,
   individually or in the aggregate, reasonably be expected to have a Material
   Adverse Effect.

   9.2. Insurance.

             The Company will and will cause each of its Subsidiaries to
   maintain, with financially sound and reputable insurers, insurance with
   respect to their respective properties and businesses against such
   casualties and contingencies, of such types, on such terms and in such
   amounts (including deductibles, co-insurance and self-insurance, if adequate









                                        26<PAGE>





       






   reserves are maintained with respect thereto) as is customary in the case of
   entities of established reputations engaged in the same or a similar
   business and similarly situated.

   9.3. Maintenance of Properties.

             The Company will and will cause each of its Subsidiaries to
   maintain and keep, or cause to be maintained and kept, their respective
   properties in good repair, working order and condition (other than ordinary
   wear and tear), so that the business carried on in connection therewith may
   be properly conducted at all times, PROVIDED that this Section shall not
   prevent the Company or any Subsidiary from discontinuing the operation and
   the maintenance of any of its properties if such discontinuance is desirable
   in the conduct of its business and the Company has concluded that such
   discontinuance could not, individually or in the aggregate, reasonably be
   expected to have a Material Adverse Effect.
    
   9.4. Payment of Taxes and Claims.

             The Company will and will cause each of its Subsidiaries to file
   all tax returns required to be filed in any jurisdiction and to pay and
   discharge all taxes shown to be due and payable on such returns and all
   other taxes, assessments, governmental charges, or levies imposed on them or
   any of their properties, assets, income or franchises, to the extent such
   taxes and assessments have become due and payable and before they have
   become delinquent, and all claims for which sums have become due and payable
   that have or might become a Lien on properties or assets of the Company or
   any Subsidiary, provided that neither the Company nor any Subsidiary need
   pay any such tax or assessment or claims if (i) the amount, applicability or
   validity thereof is contested by the Company or such Subsidiary on a timely
   basis in good faith and in appropriate proceedings, and the Company or a
   Subsidiary has established adequate reserves therefor in accordance with
   GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment
   of all such taxes, assessments and claims in the aggregate could not
   reasonably be expected to have a Material Adverse Effect. 

   9.5. Corporate Existence, etc.

             Subject to Section 10.2, the Company will at all times preserve
   and keep in full force and effect its corporate existence.  The Company will
   at all times preserve and keep in full force and effect the corporate
   existence of each of its Subsidiaries (unless merged into the Company or a
   Subsidiary) and all rights and franchises of the Company and its

                                        27<PAGE>





       






   Subsidiaries unless, in the good faith judgment of the Company, the
   termination of or failure to preserve and keep in full force and effect such
   corporate existence, right or franchise could not, individually or in the
   aggregate, have a Material Adverse Effect (it being understood that the
   Company may sell or otherwise dispose of ENServe Corporation and KBC Energy
   Services of New England (either through the sale of the stock thereof or the
   sale of all or substantially all of the assets thereof) and may dissolve ENI
   Gas Services, Inc., ENServe Corporation and TEN Gas Services, Inc. in
   connection therewith). 

   9.6. Subsidiary Guarantees, etc.

             If on any date the Company or any of its Subsidiaries creates a
   Subsidiary or acquires a Person which thereupon becomes a Subsidiary, the
   Company shall promptly, and in any event within 30 days of such creation or
   acquisition, (i) cause such Subsidiary to execute and deliver to each holder
   of a Note a Subsidiary Guarantee and (ii) cause all shares of common stock
   of such Subsidiary owned by the Company or another Subsidiary to be pledged
   to the Collateral Agent pursuant to the Pledge Agreement.

   10.  NEGATIVE COVENANTS.

             The Company covenants that so long as any of the Notes are out-
   standing:

   10.1.     Transactions with Affiliates.

             Except for the Forward Equity Purchase Agreement as in effect on
   the date of the Closing, the Company will not and will not permit any
   Subsidiary to enter into directly or indirectly any transaction or group of
   related transactions (including without limitation the purchase, lease, sale
   or exchange of properties of any kind or the rendering of any service) with
   any Affiliate (other than the Company or another Subsidiary), except in the
   ordinary course and pursuant to the reasonable requirements of the Company s
   or such Subsidiary s business and upon fair and reasonable terms no less
   favorable to the Company or such Subsidiary than would be obtainable in a
   comparable arm s-length transaction with a Person not an Affiliate.

   10.2.     Merger, Consolidation, etc.

             The Company shall not consolidate with or merge with any other
   corporation or convey, transfer or lease substantially all of its assets in
   a single transaction or series of transactions to any Person unless:

                                        28<PAGE>





       






             (a)  the successor formed by such consolidation or the survivor of
        such merger or the Person that acquires by conveyance, transfer or
        lease substantially all of the assets of the Company as an entirety, as
        the case may be, shall be a solvent corporation organized and existing
        under the laws of the United States or any State thereof (including the
        District of Columbia), and, if the Company is not such corporation, (i)
        such corporation shall have executed and delivered to each holder of
        any Notes its assumption of the due and punctual performance and
        observance of each covenant and condition of this Agreement, the Notes 
        and the other Transaction Documents to which the Company is a party and
        (ii) the Company shall have caused to be delivered to each holder of
        any Notes an opinion of nationally recognized independent counsel, or
        other independent counsel reasonably satisfactory to the Required
        Holders, to the effect that all agreements or instruments effecting
        such assumption are enforceable in accordance with their terms and
        comply with the terms hereof; and

             (b)  immediately after giving effect to such transaction, no
        Default or Event of Default shall have occurred and be continuing and
        the Company could incur at least $1.00 of interest bearing Indebtedness
        under Section 10.5(d).

   No such conveyance, transfer or lease of substantially all of the assets of
   the Company shall have the effect of releasing the Company or any successor
   corporation that shall theretofore have become such in the manner prescribed
   in this Section 10.2 from its liability under this Agreement or the Notes.

   10.3.     Consolidated Net Worth.

             The Company will not, at any time, permit Consolidated Net Worth
   to be less than 100% of the amount thereof as of September 30, 1997.

   10.4.     Debt Service Coverage Ratio.

             The Company will not, at any time, permit the Debt Service
   Coverage Ratio to be less than 1.25 to 1.0.

   10.5.     Indebtedness.

             The Company will not, and will not permit any Subsidiary to,
   incur, create, assume or otherwise become or be liable in respect of any
   Indebtedness, except


                                        29<PAGE>





       






             (a)  the Notes;

             (b)  the Indebtedness outstanding under the Credit Agreement in an
        aggregate principal amount of not greater than $20,000,000;

             (c)  Indebtedness outstanding on the date hereof as specified in
        Schedule 5.15, but not any extension, renewal or refunding thereof
        unless permitted by subsection (d) below; and

             (d)  additional Indebtedness if on the date such Indebtedness is
        incurred and after giving effect thereto and to the concurrent
        retirement of any Indebtedness the Pro Forma Interest Coverage Ratio
        would not be less than 2.0 to 1.0.

   10.6.     Intercompany Indebtedness.

             The Company will not, and will not permit any Subsidiary to,
   incur, create, assume or otherwise become liable in respect of any
   Indebtedness owing to any Subsidiary (the "Payee Subsidiary") unless the
   Payee Subsidiary is a Wholly-Owned Subsidiary and such Indebtedness is
   unsecured and is subordinated in right of payment pursuant to subordination
   provisions in the form of Exhibit A to (x) in the case of the Company, the
   Company s obligations with respect to the Notes and (y) in the case of any
   Subsidiary, such Subsidiary s obligations under its Subsidiary Guarantee.

   10.7.     Liens.

             The Company will not, and will not permit any Subsidiary to,
   create, assume, incur or suffer to exist any Lien upon or with respect to
   any property or assets, whether now owned or hereafter acquired, of the
   Company or any Subsidiary, excluding from the operation of this Section:

             (a)  Liens created pursuant to the Pledge Agreement;

             (b)  Liens existing on the date hereof securing Indebtedness of
        the Company or any Subsidiary outstanding on the date hereof and
        specified in Schedule 5.15;

             (c)  Liens incurred or deposits made in connection with workers 
        compensation, unemployment insurance and other types of social security
        or retirement benefits and Liens (for sums not yet due) of carriers,
        warehousemen, mechanics and other similar Liens, in each case incurred
        or made in the ordinary course of business and not in connection with

                                        30<PAGE>





       






        the incurrence of Indebtedness;

             (d)  Liens for taxes, assessments or governmental charges or
        levies either not yet due and payable or to the extent that nonpayment
        thereof is permitted by the proviso to Section 9.4;

             (e)  Liens (including Liens securing obligations in respect of
        Capital Leases) to secure Indebtedness incurred in connection with the
        financing of all or a part of the purchase price or cost of improvement
        of property acquired or improved by the Company or a Subsidiary after
        the date hereof, PROVIDED that (i) the aggregate principal amount of
        Indebtedness secured by such Lien in respect of any such property or
        improvement and all other Indebtedness secured by a Lien on such
        property or improvement shall not exceed the lesser of (x) the cost of
        such property or improvement and (y) the fair market value of such
        property or improvement, (ii) such Lien shall not extend to or cover
        any other property of the Company or such Subsidiary and (iii) such
        Lien shall be created contemporaneously with, or within 12 months
        after, the acquisition or improvement of such property;

             (f)  Liens created by or resulting from any litigation or legal
        proceeding that is effectively stayed while the underlying claims are
        being contested in good faith by appropriate proceedings and with
        respect to which the Company or such Subsidiary has established
        adequate reserves on its books in accordance with GAAP;

             (g)  any extension, renewal or replacement of any Lien described
        in Subsections (a), (b) or (e) above, PROVIDED that the principal
        amount of Indebtedness secured thereby immediately before giving effect
        to such extension, renewal or replacement is not increased and such
        Lien is not extended to any other property; and 

             (h)  Liens incurred by the Company or any Subsidiary in addition
        to those described in Subsections (a) through (g) above, PROVIDED that,
        upon the incurrence thereof and immediately after giving effect
        thereto, (x) the aggregate amount of Priority Indebtedness does not
        exceed 20% of Consolidated Net Worth and (y) the Company would be able
        to incur at least $1.00 of additional interest bearing Indebtedness
        under Section 10.5(d).

   10.8.     Sale and Leasebacks.

             The Company will not, and will not permit any Subsidiary to, enter

                                        31<PAGE>





       






   into any Sale and Leaseback Transaction unless, immediately after giving
   effect thereto, (x) the aggregate amount of Priority Indebtedness does not
   exceed 20% of Consolidated Net Worth and (y) the Company would be able to
   incur at least $1.00 of additional interest bearing Indebtedness under
   Section 10.5(d).

   10.9.     Restricted Payments.

             The Company will not, and will not permit any Subsidiary to, at
   any time, declare or make, or incur any liability to declare or make, any
   Restricted Payment unless immediately after giving effect to such action (x)
   no Default or Event of Default shall have occurred and be continuing, (y)
   the Company would be able to incur at least $1.00 of additional interest
   bearing Indebtedness under Section 10.5(d) and (z) the aggregate amount of
   Restricted Payments of the Company and its Subsidiaries for the period
   commencing on the Closing Date and ending on the date such Restricted
   Payment is declared or made, inclusive, would not exceed Consolidated Net
   Income for such period.

   10.10.  Amendments, etc. to Forward Equity Purchase Agreement.

             The Company will not (i) terminate, or accept the termination of,
   the Forward Equity Purchase Agreement or (ii) other than the Modification of
   Forward Equity Purchase Agreement, consent to any amendment, modification,
   supplement or waiver to or of the Forward Equity Purchase Agreement without
   the written approval of the Required Holders.

   11.  EVENTS OF DEFAULT.

             An "Event of Default" shall exist if any of the following
   conditions or events shall occur and be continuing:

             (a)  the Company defaults in the payment of any principal or Make-
        Whole Amount, if any, on any Note when the same becomes due and
        payable, whether at maturity or at a date fixed for prepayment or by
        declaration or otherwise; or

             (b)  the Company defaults in the payment of any interest on any
        Note for more than five Business Days after the same becomes due and
        payable; or

             (c)  the Company defaults in the performance of or compliance with
        any term contained in Sections 10.3 to 10.10, inclusive; or 

                                        32<PAGE>





       






             (d)  the Company defaults in the performance of or compliance
        with any term contained herein (other than those referred to in
        paragraphs (a), (b) and (c) of this Section 11) or any other
        Transaction Document to which the Company is a party and such default
        is not remedied within 30 days after the earlier of (i) a Responsible
        Officer obtaining actual knowledge of such default and (ii) the Company
        receiving written notice of such Default from any holder of a Note (any
        such written notice to be identified as a "notice of default" and to
        refer specifically to this paragraph (d) of Section 11); or

             (e)  any representation or warranty made in writing by or on
        behalf of the Company, CTG, any CTG Subsidiary or any Subsidiary or by
        any officer of the Company, CTG, any CTG Subsidiary or any Subsidiary
        in this Agreement or any other Transaction Document or in any writing
        furnished in connection with the transactions contemplated hereby or
        thereby proves to have been false or incorrect in any material respect
        on the date as of which made; or

             (f)  (i) the Company or any CTG Subsidiary is in default (as
        principal or as guarantor or other surety) in the payment of any
        principal of or premium or make-whole amount or interest on any
        Indebtedness (that, in the case of a CTG Subsidiary only, is
        outstanding in an aggregate principal amount of at least $1,000,000),
        in any case beyond any period of grace provided with respect thereto,
        or (ii) the Company or any CTG Subsidiary is in default in the per-
        formance of or compliance with any term of any evidence of any
        Indebtedness (that, in the case of a CTG Subsidiary only, is
        outstanding in an aggregate principal amount of at least $1,000,000),
        or of any mortgage, indenture or other agreement relating thereto or
        any other condition exists, and as a consequence of such default or
        condition such Indebtedness has become, or has been declared (or one or
        more Persons are entitled to declare such Indebtedness to be), due and
        payable before its stated maturity or before its regularly scheduled
        dates of payment, or (iii) as a consequence of the occurrence or
        continuation of any event or condition (other than the passage of time
        or the right of the holder of Indebtedness to convert such Indebtedness
        into equity interests), (x) the Company or any CTG Subsidiary has
        become obligated to purchase or repay any Indebtedness before its
        regular maturity or before its regularly scheduled dates of payment
        (that, in the case of a CTG Subsidiary only, is outstanding in an
        aggregate principal amount of at least $1,000,000), or (y) one or more
        Persons have the right to require the Company or any CTG Subsidiary so
        to purchase or repay such Indebtedness; or

                                        33<PAGE>





       






             (g)  CTG, the Company or any CTG Subsidiary (i) is generally not
        paying, or admits in writing its inability to pay, its debts as they
        become due, (ii) files, or consents by answer or otherwise to the
        filing against it of, a petition for relief or reorganization or
        arrangement or any other petition in bankruptcy, for liquidation or to
        take advantage of any bankruptcy, insolvency, reorganization,
        moratorium or other similar law of any jurisdiction, (iii) makes an
        assignment for the benefit of its creditors, (iv) consents to the ap-
        pointment of a custodian, receiver, trustee or other officer with
        similar powers with respect to it or with respect to any substantial
        part of its property, (v) is adjudicated as insolvent or to be
        liquidated, or (vi) takes corporate action for the purpose of any of
        the foregoing; or

             (h)  a court or governmental authority of competent jurisdiction
        enters an order appointing, without consent by CTG, the Company or any
        CTG Subsidiary, a custodian, receiver, trustee or other officer with
        similar powers with respect to it or with respect to any substantial
        part of its property, or constituting an order for relief or approving
        a petition for relief or reorganization or any other petition in bank-
        ruptcy or for liquidation or to take advantage of any bankruptcy or
        insolvency law of any jurisdiction, or ordering the dissolution,
        winding-up or liquidation of CTG, the Company or any CTG Subsidiary, or
        any such petition shall be filed against CTG, the Company or any CTG
        Subsidiary and such petition shall not be dismissed within 60 days; or
             (i)  a final judgment or judgments for the payment of money
        aggregating in excess of $500,000 are rendered against one or more of
        the Company and its Subsidiaries and which judgments are not, within 60
        days after entry thereof, bonded, discharged or stayed pending appeal,
        or are not discharged within 60 days after the expiration of such stay;
        or

             (j)  if (i) any Plan shall fail to satisfy the minimum funding
        standards of ERISA or the Code for any plan year or part thereof or a
        waiver of such standards or extension of any amortization period is
        sought or granted under section 412 of the Code, (ii) a notice of
        intent to terminate any Plan shall have been or is reasonably expected
        to be filed with the PBGC or the PBGC shall have instituted proceedings
        under ERISA section 4042 to terminate or appoint a trustee to
        administer any Plan or the PBGC shall have notified the Company or any
        ERISA Affiliate that a Plan may become a subject of any such
        proceedings, (iii) the aggregate "amount of unfunded benefit liabil-
        ities" (within the meaning of section 4001(a)(18) of ERISA) under all

                                        34<PAGE>





       






        Plans, determined in accordance with Title IV of ERISA, shall exceed
        $1,000,000, (iv) the Company or any ERISA Affiliate shall have incurred
        or is reasonably expected to incur any liability pursuant to Title I or
        IV of ERISA or the penalty or excise tax provisions of the Code
        relating to employee benefit plans, (v) the Company or any ERISA
        Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or
        any Subsidiary establishes or amends any employee welfare benefit plan
        that provides post-employment welfare benefits in a manner that would
        increase the liability of the Company or any Subsidiary thereunder; and
        any such event or events described in clauses (i) through (vi) above,
        either individually or together with any other such event or events,
        could reasonably be expected to have a Material Adverse Effect; or 

             (k)  any Subsidiary Guarantee ceases to be in full force and
        effect or any Subsidiary or any Person acting on behalf of any
        Subsidiary contests in any manner the validity, binding nature or
        enforceability of its Subsidiary Guarantee; or 

             (l)  the Forward Equity Purchase Agreement ceases to be in full
        force and effect on CTG or any Person acting on behalf of CTG contests
        in any manner the validity, binding nature or enforceability of such
        Agreement or CTG fails to receive sufficient dividends from its
        Subsidiaries or proceeds from the sale of CTG stock in the open market 





















                                        35<PAGE>





       






        to enable it to make all required payments thereunder or CTG otherwise
        defaults in the payment or performance of any of its obligations
        thereunder; or 

             (m)  the Liens created pursuant to the Pledge Agreement cease to
        constitute a valid and perfected first priority Lien on the collateral
        intended to be covered thereby in favor of the Collateral Agent or the
        Pledge Agreement otherwise ceases to be in full force or effect or the
        Company or any Person acting on behalf of the Company contests in any
        manner the validity, binding nature or enforceability of the Pledge
        Agreement or such Liens; or 

             (n)  the total tangible assets of CTG and its Subsidiaries
        determined on a consolidated basis in accordance with GAAP (as reported
        on the balance sheet included in CTG s most recent Annual Report on
        Form 10-K filed with the Securities and Exchange Commission) are less
        than $400,000,000 or the tangible net worth of CTG and its Subsidiaries
        determined on a consolidated basis in accordance with GAAP is less than
        $100,000,000; or 

             (o)  CTG ceases to own free and clear of any Lien all of the
        outstanding shares of common stock of each of the Company and CNG; or 

             (p)  CTG incurs, creates, assumes, guarantees or otherwise becomes
        liable with respect to any Indebtedness.

   As used in Section 11(j), the terms "employee benefit plan" and "employee
   welfare benefit plan" shall have the respective meanings assigned to such
   terms in Section 3 of ERISA.















                                        36<PAGE>





       






   12.  REMEDIES ON DEFAULT, ETC.

   12.1.     Acceleration.

             (a)  If an Event of Default with respect to the Company described
   in paragraph (g) or (h) of Section 11 (other than an Event of Default
   described in clause (i) of paragraph (g) or described in clause (vi) of
   paragraph (g) by virtue of the fact that such clause encompasses clause (i)
   of paragraph (g)) has occurred, all the Notes then outstanding shall
   automatically become immediately due and payable.

             (b)  If any other Event of Default has occurred and is continuing,
   the Required Holders may at any time at its or their option, by notice or
   notices to the Company, declare all the Notes then outstanding to be
   immediately due and payable.

             (c)  If any Event of Default described in paragraph (a) or (b) of
   Section 11 has occurred and is continuing, any holder or holders of Notes at
   the time outstanding affected by such Event of Default may at any time, at
   its or their option, by notice or notices to the Company, declare all the
   Notes held by it or them to be immediately due and payable.

             Upon any Notes becoming due and payable under this Section 12.1,
   whether automatically or by declaration, such Notes will forthwith mature
   and the entire unpaid principal amount of such Notes, plus (x) all accrued
   and unpaid interest thereon and (y) the Make-Whole Amount determined in
   respect of such principal amount (to the full extent permitted by applicable
   law), shall all be immediately due and payable, in each and every case
   without presentment, demand, protest or further notice, all of which are
   hereby waived.  The Company acknowledges, and the parties hereto agree, that
   each holder of a Note has the right to maintain its investment in the Notes
   free from repayment by the Company (except as herein specifically provided
   for) and that the provision for payment of a Make-Whole Amount by the
   Company in the event that the Notes are prepaid or are accelerated as a
   result of an Event of Default, is intended to provide compensation for the
   deprivation of such right under such circumstances.

   12.2.     Other Remedies.

             If any Default or Event of Default has occurred and is continuing,
   and irrespective of whether any Notes have become or have been declared
   immediately due and payable under Section 12.1, the holder of any Note at
   the time outstanding may proceed to protect and enforce the rights of such

                                        37<PAGE>





       






   holder by an action at law, suit in equity or other appropriate proceeding,
   whether for the specific performance of any agreement contained herein or in
   any Note, or for an injunction against a violation of any of the terms
   hereof or thereof, or in aid of the exercise of any power granted hereby or
   thereby or by law or otherwise.

   12.3.     Rescission.

             At any time after any Notes have been declared due and payable
   pursuant to paragraph (b) or (c) of Section 12.1, the Required Holders, by
   written notice to the Company, may rescind and annul any such declaration
   and its consequences if (a) the Company has paid all overdue interest on the
   Notes, all principal of and Make-Whole Amount, if any, on any Notes that are
   due and payable and are unpaid other than by reason of such declaration, and
   all interest on such overdue principal and Make-Whole Amount, if any, and
   (to the extent permitted by applicable law) any overdue interest in respect
   of the Notes, at the Default Rate, (b) all Events of Default and Defaults,
   other than non-payment of amounts that have become due solely by reason of
   such declaration, have been cured or have been waived pursuant to
   Section 17, and (c) no judgment or decree has been entered for the payment
   of any monies due pursuant hereto or to the Notes.  No rescission and
   annulment under this Section 12.3 will extend to or affect any subsequent
   Event of Default or Default or impair any right consequent thereon.

   12.4.     No Waivers or Election of Remedies, Expenses, etc.

             No course of dealing and no delay on the part of any holder of any
   Note in exercising any right, power or remedy shall operate as a waiver
   thereof or otherwise prejudice such holder s rights, powers or remedies.  No
   right, power or remedy conferred by this Agreement or by any Note upon any
   holder thereof or by any other Transaction Document to which the Company is
   a party shall be exclusive of any other right, power or remedy referred to
   herein or therein or now or hereafter available at law, in equity, by
   statute or otherwise.  Without limiting the obligations of the Company under
   Section 15, the Company will pay to the holder of each Note on demand such
   further amount as shall be sufficient to cover all costs and expenses of
   such holder incurred in any enforcement or collection under this Section 12,
   including, without limitation, reasonable attorneys  fees, expenses and
   disbursements.

   13.  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

   13.1.     Registration of Notes.

                                        38<PAGE>





       






             The Company shall keep at its principal executive office a
   register for the registration and registration of transfers of Notes.  The
   name and address of each holder of one or more Notes, each transfer thereof
   and the name and address of each transferee of one or more Notes shall be
   registered in such register.  Prior to due presentment for registration of
   transfer, the Person in whose name any Note shall be registered shall be
   deemed and treated as the owner and holder thereof for all purposes hereof,
   and the Company shall not be affected by any notice or knowledge to the
   contrary.  The Company shall give to any holder of a Note that is an
   Institutional Investor promptly upon request therefor, a complete and
   correct copy of the names and addresses of all registered holders of Notes.

   13.2.     Transfer and Exchange of Notes.

             Upon surrender of any Note at the principal executive office of
   the Company for registration of transfer or exchange (and in the case of a
   surrender for registration of transfer, duly endorsed or accompanied by a
   written instrument of transfer duly executed by the registered holder of
   such Note or his attorney duly authorized in writing and accompanied by the
   address for notices of each transferee of such Note or part thereof), the
   Company shall execute and deliver, at the Company s expense (except as
   provided below), one or more new Notes (as requested by the holder thereof)
   in exchange therefor, in an aggregate principal amount equal to the unpaid
   principal amount of the surrendered Note.  Each such new Note shall be
   payable to such Person as such holder may request and shall be substantially
   in the form of Exhibit 1.  Each such new Note shall be dated and bear
   interest from the date to which interest shall have been paid on the surren-
   dered Note or dated the date of the surrendered Note if no interest shall
   have been paid thereon.  The Company may require payment of a sum sufficient
   to cover any stamp tax or governmental charge imposed in respect of any such
   transfer of Notes.  Notes shall not be transferred in denominations of less
   than $100,000, PROVIDED that if necessary to enable the registration of
   transfer by a holder of its entire holding of Notes, one Note may be in a
   denomination of less than $100,000.  Any transferee, by its acceptance of a
   Note registered in its name (or the name of its nominee), shall be deemed to
   have made the representation set forth in Section 6.2.
   13.3.     Replacement of Notes.

             Upon receipt by the Company of evidence reasonably satisfactory to
   it of the ownership of and the loss, theft, destruction or mutilation of any
   Note (which evidence shall be, in the case of an Institutional Investor,
   notice from such Institutional Investor of such ownership and such loss,
   theft, destruction or mutilation), and

                                        39<PAGE>





       






             (a)  in the case of loss, theft or destruction, of indemnity
        reasonably satisfactory to it (PROVIDED that if the holder of such Note
        is, or is a nominee for, an original Purchaser or another holder of a
        Note with a minimum net worth of at least $50,000,000, such Person s
        own unsecured agreement of indemnity shall be deemed to be satis-
        factory), or

             (b)  in the case of mutilation, upon surrender and cancellation
        thereof,

   the Company at its own expense shall execute and deliver, in lieu thereof, a
   new Note, dated and bearing interest from the date to which interest shall
   have been paid on such lost, stolen, destroyed or mutilated Note or dated
   the date of such lost, stolen, destroyed or mutilated Note if no interest
   shall have been paid thereon.

   14.  PAYMENTS ON NOTES.

   14.1.     Place of Payment.

             Subject to Section 14.2, payments of principal, Make-Whole Amount,
   if any, and interest becoming due and payable on the Notes shall be made in
   Hartford, Connecticut at the principal office of the Company in such
   jurisdiction.  The Company may at any time, by notice to each holder of a
   Note, change the place of payment of the Notes so long as such place of
   payment shall be either the principal office of the Company in such
   jurisdiction or the principal office of a bank or trust company in such
   jurisdiction.

   14.2.     Home Office Payment.

             So long as you or your nominee shall be the holder of any Note,
   and notwithstanding anything contained in Section 14.1 or in such Note to
   the contrary, the Company will pay all sums becoming due on such Note for
   principal, Make-Whole Amount, if any, and interest by the method and at the
   address specified for such purpose below your name in Schedule A, or by such
   other method or at such other address as you shall have from time to time
   specified to the Company in writing for such purpose, without the
   presentation or surrender of such Note or the making of any notation
   thereon, except that upon written request of the Company made concurrently
   with or reasonably promptly after payment or prepayment in full of any Note,
   you shall surrender such Note for cancellation, reasonably promptly after
   any such request, to the Company at its principal executive office or at the

                                        40<PAGE>





       






   place of payment most recently designated by the Company pursuant to Section
   14.1.  Prior to any sale or other disposition of any Note held by you or
   your nominee you will, at your election, either endorse thereon the amount
   of principal paid thereon and the last date to which interest has been paid
   thereon or surrender such Note to the Company in exchange for a new Note or
   Notes pursuant to Section 13.2.  The Company will afford the benefits of
   this Section 14.2 to any Institutional Investor that is the direct or
   indirect transferee of any Note purchased by you under this Agreement and
   that has made the same agreement relating to such Note as you have made in
   this Section 14.2.

   15.  EXPENSES, ETC.

   15.1.     Transaction Expenses.

             Whether or not the transactions contemplated hereby are
   consummated, the Company will pay all costs and expenses (including
   reasonable attorneys  fees of a special counsel and, if reasonably required,
   local or other counsel) incurred by you and each holder of a Note in
   connection with such transactions and in connection with any amendments,
   waivers or consents under or in respect of this Agreement, the Notes or any
   other Transaction Document (whether or not such amendment, waiver or consent
   becomes effective), including, without limitation: (a) the costs and
   expenses incurred in enforcing or defending (or determining whether or how
   to enforce or defend) any rights under this Agreement, the Notes or any
   other Transaction Document or in responding to any subpoena or other legal
   process or informal investigative demand issued in connection with this
   Agreement, the Notes or any other Transaction Document, or by reason of
   being a holder of any Note, and (b) the costs and expenses, including
   financial advisors  fees, incurred in connection with the insolvency or
   bankruptcy of the Company or any Subsidiary or in connection with any work-
   out or restructuring of the transactions contemplated hereby and by the
   Notes.  The Company will pay, and will save you and each other holder of a
   Note harmless from, all claims in respect of any fees, costs or expenses if
   any, of brokers and finders (other than those retained by you).

   15.2.     Survival.

             The obligations of the Company under this Section 15 will survive
   the payment or transfer of any Note, the enforcement, amendment or waiver of
   any provision of this Agreement or the Notes, and the termination of this
   Agreement.


                                        41<PAGE>





       






   16.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

             All representations and warranties contained herein shall survive
   the execution and delivery of this Agreement and the Notes, the purchase or
   transfer by you of any Note or portion thereof or interest therein and the
   payment of any Note, and may be relied upon by any subsequent holder of a
   Note, regardless of any investigation made at any time by or on behalf of
   you or any other holder of a Note.  All statements contained in any certifi-
   cate or other instrument delivered by or on behalf of the Company pursuant
   to this Agreement or any other Transaction Document to which the Company is
   a party shall be deemed representations and warranties of the Company under
   this Agreement.  Subject to the preceding sentence, this Agreement, the
   Notes and the Transaction Documents embody the entire agreement and
   understanding between you and the Company and supersede all prior agreements
   and understandings relating to the subject matter hereof.

   17.  AMENDMENT AND WAIVER.

   17.1.     Requirements.

             This Agreement and the Notes may be amended, and the observance of
   any term hereof or of the Notes may be waived (either retroactively or
   prospectively), with (and only with) the written consent of the Company and
   the Required Holders, except that (a) no amendment or waiver of any of the
   provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as
   it is used therein), will be effective as to you unless consented to by you
   in writing, and (b) no such amendment or waiver may, without the written
   consent of the holder of each Note at the time outstanding affected thereby,
   (i) subject to the provisions of Section 12 relating to acceleration or
   rescission, change the amount or time of any prepayment or payment of
   principal of, or reduce the rate or change the time of payment or method of
   computation of interest or of the Make-Whole Amount on, the Notes,
   (ii) change the percentage of the principal amount of the Notes the holders
   of which are required to consent to any such amendment or waiver, or
   (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

   17.2.     Solicitation of Holders of Notes.

             (a)  SOLICITATION.  The Company will provide each holder of the
   Notes (irrespective of the amount of Notes then owned by it) with sufficient
   information, sufficiently far in advance of the date a decision is required,
   to enable such holder to make an informed and considered decision with
   respect to any proposed amendment, waiver or consent in respect of any of

                                        42<PAGE>





       






   the provisions hereof or of the Notes.  The Company will deliver executed or
   true and correct copies of each amendment, waiver or consent effected
   pursuant to the provisions of this Section 17 to each holder of outstanding
   Notes promptly following the date on which it is executed and delivered by,
   or receives the consent or approval of, the requisite holders of Notes.

             (b)  PAYMENT.  The Company will not directly or indirectly pay or
   cause to be paid any remuneration, whether by way of supplemental or
   additional interest, fee or otherwise, or grant any security, to any holder
   of Notes as consideration for or as an inducement to the entering into by
   any holder of Notes of any waiver or amendment of any of the terms and
   provisions hereof unless such remuneration is concurrently paid, or security
   is concurrently granted, on the same terms, ratably to each holder of Notes
   then outstanding even if such holder did not consent to such waiver or
   amendment.

   17.3.     Binding Effect, etc.

             Any amendment or waiver consented to as provided in this
   Section 17 applies equally to all holders of Notes and is binding upon them
   and upon each future holder of any Note and upon the Company without regard
   to whether such Note has been marked to indicate such amendment or waiver. 
   No such amendment or waiver will extend to or affect any obligation,
   covenant, agreement, Default or Event of Default not expressly amended or
   waived or impair any right consequent thereon.  No course of dealing between
   the Company and the holder of any Note nor any delay in exercising any
   rights hereunder or under any Note shall operate as a waiver of any rights
   of any holder of such Note.  As used herein, the term "this Agreement" and
   references thereto shall mean this Agreement as it may from time to time be
   amended or supplemented.

   17.4.     Notes held by Company, etc.

             Solely for the purpose of determining whether the holders of the
   requisite percentage of the aggregate principal amount of Notes then
   outstanding approved or consented to any amendment, waiver or consent to be
   given under this Agreement or the Notes, or have directed the taking of any
   action provided herein or in the Notes to be taken upon the direction of the
   holders of a specified percentage of the aggregate principal amount of Notes
   then outstanding, Notes directly or indirectly owned by the Company or any
   of its Affiliates shall be deemed not to be outstanding.

   18.  NOTICES.

                                        43<PAGE>





       






             All notices and communications provided for hereunder shall be in
   writing and sent (a) by telecopy if the sender on the same day sends a
   confirming copy of such notice by a recognized overnight delivery service
   (charges prepaid) or (b) by a recognized overnight delivery service (with
   charges prepaid).  Any such notice must be sent:

             (i)  if to you or your nominee, to you or it at the address
        specified for such communications in Schedule A, or at such other
        address as you or it shall have specified to the Company in writing,

             (ii) if to any other holder of any Note, to such holder at such
        address as such other holder shall have specified to the Company in
        writing, or

             (iii)     if to the Company, to the Company at its address set
        forth at the beginning hereof to the attention of the Chief Financial
        Officer, or at such other address as the Company shall have specified
        to the holder of each Note in writing.

   Notices under this Section 18 will be deemed given only when actually
   received.

   19.  REPRODUCTION OF DOCUMENTS.

             This Agreement and all documents relating thereto, including,
   without limitation, (a) consents, waivers and modifications that may
   hereafter be executed, (b) documents received by you at the Closing (except
   the Notes themselves), and (c) financial statements, certificates and other
   information previously or hereafter furnished to you, may be reproduced by
   you by any photographic, photostatic, microfilm, microcard, miniature
   photographic or other similar process and you may destroy any original
   document so reproduced.  The Company agrees and stipulates that, to the
   extent permitted by applicable law, any such reproduction shall be
   admissible in evidence as the original itself in any judicial or
   administrative proceeding (whether or not the original is in existence and
   whether or not such reproduction was made by you in the regular course of
   business) and any enlargement, facsimile or further reproduction of such
   reproduction shall likewise be admissible in evidence.  This Section 19
   shall not prohibit the Company or any other holder of Notes from contesting
   any such reproduction to the same extent that it could contest the original,
   or from introducing evidence to demonstrate the inaccuracy of any such
   reproduction.


                                        44<PAGE>





       






   20.  CONFIDENTIAL INFORMATION.

             For the purposes of this Section 20, "Confidential Information"
   means information delivered to you by or on behalf of the Company or any
   Subsidiary in connection with the transactions contemplated by or otherwise
   pursuant to this Agreement that is proprietary in nature and that was
   clearly marked or labeled or otherwise adequately identified when received
   by you as being confidential information of the Company or such Subsidiary,
   PROVIDED that such term does not include information that (a) was publicly
   known or otherwise known to you prior to the time of such disclosure,
   (b) subsequently becomes publicly known through no act or omission by you or
   any person acting on your behalf, (c) otherwise becomes known to you other
   than through disclosure by the Company or any Subsidiary or (d) constitutes
   financial statements delivered to you under Section 7.1 that are otherwise
   publicly available.  You will maintain the confidentiality of such Confiden-
   tial Information in accordance with procedures adopted by you in good faith
   to protect confidential information of third parties delivered to you,
   PROVIDED that you may deliver or disclose Confidential Information to
   (i) your directors, officers, employees, agents, attorneys and affiliates
   (to the extent such disclosure reasonably relates to the administration of
   the investment represented by your Notes), (ii) your financial advisors and
   other professional advisors who agree to hold confidential the Confidential
   Information substantially in accordance with the terms of this Section 20,
   (iii) any other holder of any Note, (iv) any Institutional Investor to which
   you sell or offer to sell such Note or any part thereof or any participation
   therein (if such Person has agreed in writing prior to its receipt of such
   Confidential Information to be bound by the provisions of this Section 20),
   (v) any Person from which you offer to purchase any security of the Company
   (if such Person has agreed in writing prior to its receipt of such
   Confidential Information to be bound by the provisions of this Section 20),
   (vi) any federal or state regulatory authority having jurisdiction over you,
   (vii) the National Association of Insurance Commissioners or any similar
   organization, or any nationally recognized rating agency that requires
   access to information about your investment portfolio or (viii) any other
   Person to which such delivery or disclosure may be necessary or appropriate
   (w) to effect compliance with any law, rule, regulation or order applicable
   to you, (x) in response to any subpoena or other legal process, (y) in
   connection with any litigation to which you are a party or (z) if an Event
   of Default has occurred and is continuing, to the extent you may reasonably
   determine such delivery and disclosure to be necessary or appropriate in the
   enforcement or for the protection of the rights and remedies under your
   Notes and this Agreement.  Each holder of a Note, by its acceptance of a
   Note, will be deemed to have agreed to be bound by and to be entitled to the

                                        45<PAGE>





       






   benefits of this Section 20 as though it were a party to this Agreement.  On
   reasonable request by the Company in connection with the delivery to any
   holder of a Note of information required to be delivered to such holder
   under this Agreement or requested by such holder (other than a holder that
   is a party to this Agreement or its nominee), such holder will enter into an
   agreement with the Company embodying the provisions of this Section 20.

   21.  SUBSTITUTION OF PURCHASER.

             You shall have the right to substitute any one of your Affiliates
   as the purchaser of the Notes that you have agreed to purchase hereunder, by
   written notice to the Company, which notice shall be signed by both you and
   such Affiliate, shall contain such Affiliate s agreement to be bound by this
   Agreement and shall contain a confirmation by such Affiliate of the accuracy
   with respect to it of the representations set forth in Section 6.  Upon
   receipt of such notice, wherever the word "you" is used in this Agreement
   (other than in this Section 21), such word shall be deemed to refer to such
   Affiliate in lieu of you.  In the event that such Affiliate is so
   substituted as a purchaser hereunder and such Affiliate thereafter transfers
   to you all of the Notes then held by such Affiliate, upon receipt by the
   Company of notice of such transfer, wherever the word "you" is used in this
   Agreement (other than in this Section 21), such word shall no longer be
   deemed to refer to such Affiliate, but shall refer to you, and you shall
   have all the rights of an original holder of the Notes under this Agreement.

   22.  MISCELLANEOUS.

   22.1.     Successors and Assigns.

             All covenants and other agreements contained in this Agreement by
   or on behalf of any of the parties hereto bind and inure to the benefit of
   their respective successors and assigns (including, without limitation, any
   subsequent holder of a Note) whether so expressed or not.

   22.2.     Payments Due on Non-Business Days.

             Anything in this Agreement or the Notes to the contrary
   notwithstanding, any payment of principal of or Make-whole Amount or
   interest on any Note that is due on a date other than a Business Day shall
   be made on the next succeeding Business Day without including the additional
   days elapsed in the computation of the interest payable on such next
   succeeding Business Day.


                                        46<PAGE>





       






   22.3.     Severability.

             Any provision of this Agreement that is prohibited or
   unenforceable in any jurisdiction shall, as to such jurisdiction, be
   ineffective to the extent of such prohibition or unenforceability without
   invalidating the remaining provisions hereof, and any such prohibition or
   unenforceability in any jurisdiction shall (to the full extent permitted by
   law) not invalidate or render unenforceable such provision in any other
   jurisdiction.

   22.4.     Construction.

             Each covenant contained herein shall be construed (absent express
   provision to the contrary) as being independent of each other covenant
   contained herein, so that compliance with any one covenant shall not (absent
   such an express contrary provision) be deemed to excuse compliance with any
   other covenant.  Where any provision herein refers to action to be taken by
   any Person, or which such Person is prohibited from taking, such provision
   shall be applicable whether such action is taken directly or indirectly by
   such Person.

   22.5.     Counterparts.

             This Agreement may be executed in any number of counterparts, each
   of which shall be an original but all of which together shall constitute one
   instrument.  Each counterpart may consist of a number of copies hereof, each
   signed by less than all, but together signed by all, of the parties hereto.

   22.6.     Governing Law.

             This Agreement shall be construed and enforced in accordance with,
   and the rights of the parties shall be governed by, the law of the State of
   Connecticut excluding choice-of-law principles of the law of such State that
   would require the application of the laws of a jurisdiction other than such
   State.

                              *    *    *    *    *







                                        47<PAGE>





       






       If you are in agreement with the foregoing, please sign the form of
   agreement on the accompanying counterpart of this Agreement and return it to
      the Company, whereupon the foregoing shall become a binding agreement
                           between you and the Company.

                                Very truly yours,

                             THE ENERGY NETWORK, INC.


                               By: James P. Bolduc
                            Title:Executive Vice President and 
                             Chief Financial Officer


                             The foregoing is hereby
                               agreed to as of the
                                  date thereof.

                       METROPOLITAN LIFE INSURANCE COMPANY



                              By:  Gerald P. Marcus
                                  Title:  Director



















                                        48<PAGE>





   



                        INFORMATION RELATING TO PURCHASERS


                                                Principal Amount of 
   Name and Address of Purchaser               Notes to be Purchased
   -----------------------------               ---------------------


   METROPOLITAN LIFE INSURANCE COMPANY$15,000,000

   (1)All payments on or in respect
   of the Notes to be by bank wire
   transfer of Federal or other 
   immediately available funds, for 
   receipt not later than 12:00 noon
    (New York time) on the 
   date payment is due, to:

   The Chase Manhattan Bank
   33 East 23rd Street
   New York, NY  10010
   Account No.:  002-2-410591
   ABA No.:  021000021

   Each such wire transfer shall set forth the name of The Energy Network,
   Inc., the full title (including the coupon rate and final maturity date) of
   the Notes, a reference to the PPN, and the due date and application (as
   among principal, premium and interest) of the payment being made.

   (2)Address for all notices and other communications:

   Metropolitan Life Insurance Company
   One Madison Avenue
   New York, NY  10010
   Telephone No. (212) 578-5705
   Telecopier No. (212) 578-0266

   Attention:  Treasurer<PAGE>







                                                                     SCHEDULE A
                                                                     ----------



       

   With a duplicate copy to:

   Metropolitan Life Insurance Company
   334 Madison Avenue
   Convent Station, New Jersey  07961
   Telephone:  (201) 254-3000
   Telecopier:  (201) 254-3050

   Attention:  Vice President - Private Placement Unit

   (3)  Tax Identification No.:  13-5581829<PAGE>





   



                                  DEFINED TERMS
                                  -------------

             As used herein, the following terms have the respective meanings
   set forth below or set forth in the Section hereof following such term:

             "AFFILIATE" means, at any time, and with respect to any Person,
   (a) any other Person that at such time directly or indirectly through one or
   more intermediaries Controls, or is Controlled by, or is under common
   Control with, such first Person, and (b) any Person beneficially owning or
   holding, directly or indirectly, 5% or more of any class of voting or equity
   interests of the Company or any Subsidiary or any corporation of which the
   Company and its Subsidiaries beneficially own or hold, in the aggregate,
   directly or indirectly, 5% or more of any class of voting or equity
   interests.  As used in this definition, "CONTROL" means the possession,
   directly or indirectly, of the power to direct or cause the direction of the
   management and policies of a Person, whether through the ownership of voting
   securities, by contract or otherwise. Unless the context otherwise clearly
   requires, any reference to an "Affiliate" is a reference to an Affiliate of
   the Company.

             "ATTRIBUTABLE DEBT" means, as to any particular lease relating to
   a Sale and Leaseback Transaction, the present value of all lease rentals
   required to be paid by the Company or any Subsidiary under such lease during
   the remaining term thereof (determined in accordance with generally accepted
   financial practice using a discount factor equal to the interest rate
   implicit in such lease).

             "BANK" means Fleet National Bank, a national banking association.

             "BUSINESS DAY" means (a) for the purposes of Section 8.9 only, any
   day other than a Saturday, a Sunday or a day on which commercial banks in
   New York City are required or authorized to be closed, and (b) for the
   purposes of any other provision of this Agreement, any day other than a
   Saturday, a Sunday or a day on which commercial banks in New York City or
   Hartford, Connecticut are required or authorized to be closed.

             "CAPITAL LEASE" means, at any time, a lease with respect to which
   the lessee is required concurrently to recognize the acquisition of an asset
   and the incurrence of a liability in accordance with GAAP.

             "CAPITAL LEASE OBLIGATION" means, with respect to any Person and a
   Capital Lease, the amount of the obligation of such Person as lessee under
   such Capital Lease which would, in accordance with GAAP, appear as a
   liability on a balance sheet of such Person.

             "CHANGE OF CONTROL" is defined in Section 8.4.
             "CLOSING" is defined in Section 3.

             "CNG" means Connecticut National Gas Corporation, a Connecticut<PAGE>





                                                                     SCHEDULE B
                                                                     ----------



   corporation.

             "CODE" means the Internal Revenue Code of 1986, as amended from
   time to time, and the rules and regulations promulgated thereunder from time
   to time.

             "COLLATERAL" has the meaning assigned to such term in the Pledge
   Agreement.

             "COLLATERAL AGENCY AGREEMENT" means the Amended and Restated
   Collateral Agency Agreement dated as of the date hereof between the
   Collateral Agent, the Bank, and the purchasers party thereto, substantially
   in the form of Exhibit B, as amended, supplemented or otherwise modified
   from time to time.

             "COLLATERAL AGENT" means State Street Bank and Trust Company in
   its capacity as collateral agent pursuant to the Collateral Agency
   Agreement.

             "COMAPNY" means The Energy Network, Inc., a Connecticut
   corporation.

             "CONFIDENTIAL INFORMATION"  is defined in Section 20.

             "CONSENT" means the Amended and Restated Consent of CTG and
   Agreement dated as of the date hereof, substantially in the form of Exhibit
   C, as amended, supplemented or otherwise modified from time to time.

             "CONSOLIDATED ADJUSTED EBITDA" means, with respect to any period,
   the sum of (i) Consolidated Net Income for such period, (ii) all FEPA
   Payments received by the Company during such period and (iii) all amounts
   deducted in the computation of Consolidated Net Income for such period on
   account of (w) Interest Charges, (x) taxes imposed on or measured by income,
   (y) depreciation and (z) amortization.

             "CONSOLIDATED NET INCOME" means, with respect to an period, the
   net earnings (or loss) of the Company and its Subsidiaries for such period,
   determined for each in accordance with, and consolidated in accordance with,
   GAAP, excluding:

          (i)     proceeds of life insurance policies;

         (ii)     gains arising from (a) the sale or disposition of any assets
        which are not current assets, (b) any write-up subsequent to the
        Closing Date in the book value of any asset owned by the Company or a
        Subsidiary and (c) the acquisition of debt securities for a cost less
        than principal and accrued interest;

        (iii)     the net income of any Person other than a Subsidiary in which<PAGE>





                                                                     SCHEDULE B
                                                                     ----------



        the Company or a Subsidiary has any form of equity interest, except to
        the extent such Person s net income has been actually distributed and
        received by the Company or a Subsidiary in the form of cash or other
        property (the latter valued at the fair market value thereof at time of
        distribution as determined by the Company s independent public
        accountants);

         (iv)     earnings of any Subsidiary accrued prior to the date it
        became a Subsidiary;

          (v)     any portion of the net earnings of any Subsidiary which for
        any reason is unavailable for payment of dividends to the Company or
        any other Subsidiary;

         (vi)     extraordinary gains and losses (including, without
        limitation, capital gains or losses in aggregate amounts exceeding
        $100,000 in any one fiscal year, and extraordinary charges or credits);

        (vii)     any amounts paid or payable in any currency that at the time
        of determination of Consolidated Net Income is not fully convertible
        into United States dollars;

       (viii)     net earnings of any successor to or transferee corporation of
        the Company prior to consummation of the transaction that resulted in
        such consolidation, merger or transfer of assets;

         (ix)     any deferred credit (or amortization of a deferred credit)
        arising from the acquisition in any manner of any other Person; and

          (x)     income from any transactions with any Affiliates of the
        Company unless received in cash.

             "CONSOLIDATED NET WORTH" means the consolidated stockholder s
   equity of the Company and its Subsidiaries determined in accordance with
   GAAP.

             "CREDIT AGREEMENT" means, collectively, the 364-Day Revolving
   Credit Agreement and the 3-Year Revolving Credit Agreement, each dated as of
   October 1, 1997 between the Company and the Bank.

             "CTG" means CTG Resources, Inc., a Connecticut corporation.

             "CTG SUBSIDIARY" means any Subsidiary of CTG other than the
   Company.

             "DEBT SERVICE" means, with respect to any period, the sum of the
   following:  (i) Interest Charges for such period and (ii) all payments of
   principal in respect of Indebtedness of the Company and its Subsidiaries
   (including the principal component of any payments in respect of Capital<PAGE>





                                                                     SCHEDULE B
                                                                     ----------



   Lease Obligations) paid or payable during such period after eliminating all
   offsetting debits and credits between the Company and its Subsidiaries and
   all other items required to be eliminated in the course of the preparation
   of consolidated financial statements of the Company and its Subsidiaries in
   accordance with GAAP.

             "DEBT SERVICE COVERAGE RATIO" means, at any time, the ratio of (i)
   Consolidated Adjusted EBITDA for the period of four consecutive fiscal
   quarters ending on, or most recently ended prior to, such time to (ii) Debt
   Service for such period.

             "DEFAULT" means an event or condition the occurrence or existence
   of which would, with the lapse of time or the giving of notice or both,
   become an Event of Default.

             "DEFAULT RATE" means an interest rate of 8.90% per annum.

             "ENVIRONMENTAL LAWS" means any and all Federal, state, local, and
   foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
   decrees, permits, concessions, grants, franchises, licenses, agreements or
   governmental restrictions relating to pollution and the protection of the
   environment or the release of any materials into the environment, including
   but not limited to those related to hazardous substances or wastes, air
   emissions and discharges to waste or public systems.

             "ERISA" means the Employee Retirement Income  Security Act of
   1974, as amended from time to time, and the rules and regulations promul-
   gated thereunder from time to time in effect. 

             "ERISA AFFILIATE" means any trade or business  (whether or not
   incorporated) that is treated as a single employer together with the Company
   under section 414 of the Code.
             "EVENT OF DEFAULT" is defined in Section 11.

             "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
   amended.

             "FEPA PAYMENTS" means all payments in cash by CTG to the Company
   under the Forward Equity Purchase Agreement.

             "FORWARD EQUITY PURCHASE AGREEMENT" means the Forward Equity
   Purchase Agreement dated as of October 1, 1997 between CTG and the Company,
   as amended, supplemented or otherwise modified from time to time.

             "GAAP"  means generally accepted accounting principles as in
   effect from time to time in the United States of America.

             "GOVERNMENTAL AUTHORITY"  means<PAGE>





                                                                     SCHEDULE B
                                                                     ----------



             (a)  the government of

                  (i)  the United States of America or any State or other
             political subdivision thereof, or

                  (ii) any jurisdiction in which the Company or any Subsidiary
             conducts all or any part of its business, or which asserts
             jurisdiction over any properties of the Company or any Subsidiary,
             or

             (b)  any entity exercising executive, legislative, judicial,
        regulatory or administrative functions of, or pertaining to, any such
        government.

             "GUARANTY"  means, with respect to any Person, any obligation
   (except the endorsement in the ordinary course of business of negotiable
   instruments for deposit or collection) of such Person guaranteeing or in
   effect guaranteeing any indebtedness, dividend or other obligation of any
   other Person in any manner, whether directly or indirectly, including
   (without limitation) obligations incurred through an agreement, contingent
   or otherwise, by such Person:

             (a)  to purchase such indebtedness or obligation or any property
        constituting security therefor;

             (b)  to advance or supply funds (i) for the purchase or payment of
        such indebtedness or obligation, or (ii) to maintain any working
        capital or other balance sheet condition or any income statement
        condition of any other Person or otherwise to advance or make available
        funds for the purchase or payment of such indebtedness or obligation;

             (c)  to lease properties or to purchase properties or services
        primarily for the purpose of assuring the owner of such indebtedness or
        obligation of the ability of any other Person to make payment of the
        indebtedness or obligation; or

             (d)  otherwise to assure the owner of such indebtedness or
        obligation against loss in respect thereof.

   In any computation of the indebtedness or other liabilities of the obligor
   under any Guaranty, the indebtedness or other obligations that are the
   subject of such Guaranty shall be assumed to be direct obligations of such
   obligor.

             "HAZARDOUS MATERIAL" means any and all pollutants, toxic or
   hazardous wastes or any other substances that might pose a hazard to health
   or safety, the removal of which may be required or the generation,
   manufacture, refining, production, processing, treatment, storage, handling,
   transportation, transfer, use, disposal, release, discharge, spillage,<PAGE>





                                                                     SCHEDULE B
                                                                     ----------



   seepage, or filtration of which is or shall be restricted, prohibited or
   penalized by any applicable law (including, without limitation, asbestos,
   urea formaldehyde foam insulation and polychlorinated biphenyls).

             "HOLDER" means, with respect to any Note, the Person in whose name
   such Note is registered in the register maintained by the Company pursuant
   to Section 13.1.

             "INDEBTEDNESS" with respect to any Person means, on any date, all
   indebtedness, obligations and liabilities for borrowed money which in
   accordance with GAAP would be included as a liability on a balance sheet of
   such Person as of such date, and in any event shall include, without
   duplication,

             (a)  its liabilities for borrowed money and its redemption
        obligations in respect of mandatorily redeemable Preferred Stock;

             (b)  its liabilities for the deferred purchase price of property
        acquired by such Person (excluding accounts payable arising in the
        ordinary course of business but including all liabilities created or
        arising under any conditional sale or other title retention agreement
        with respect to any such property);

             (c)  all Capital Leases Obligations of such Person;

             (d)  all liabilities secured by any Lien with respect to any
        property owned by such Person (whether or not it has assumed or
        otherwise become liable for such liabilities);

             (e)  all its liabilities in respect of letters of credit or
        instruments serving a similar function issued or accepted for its
        account by banks and other financial institutions (whether or not
        representing obligations for borrowed money);

             (f)  all liabilities with respect to any agreement to pay the
        purchase price of any product or service where such agreement to pay is
        not dependent upon whether such product or service is furnished; and

             (g)  any Guaranty of such Person with respect to liabilities of a
        type described in any of clauses (a) through (f) hereof.  

   Indebtedness of any Person shall include all obligations of such Person of
   the character described in clauses (a) through (g) to the extent such Person
   remains legally liable in respect thereof notwithstanding that any such
   obligation is deemed to be extinguished under GAAP.

             "INSTITUTIONAL INVESTOR" means (a) any original purchaser of a
   Note, (b) any holder of a Note holding more than 5% of the aggregate
   principal amount of the Notes then outstanding, and (c) any bank, trust<PAGE>





                                                                     SCHEDULE B
                                                                     ----------



   company, savings and loan association or other financial institution, any
   pension plan, any investment company, any insurance company, any broker or
   dealer, or any other similar financial institution or entity, regardless of
   legal form.

             "INTEREST CHARGES" means, with respect to any period, the sum
   (without duplication) of the following (in each case, eliminating all
   offsetting debits and credits between the Company and its Subsidiaries and
   all other items required to be eliminated in the course of the preparation
   of consolidated financial statements of the Company and its Subsidiaries in
   accordance with GAAP):  (i) all interest in respect of Indebtedness of the
   Company and its Subsidiaries (including imputed interest on Capital Lease
   Obligations and Attributable Debt) deducted in determining Consolidated Net
   Income for such period, together with all interest capitalized or deferred
   during such period and not deducted in determining Consolidated Net Income
   for such period, and (ii) all debt discount and expense amortized or
   required to be amortized in the determination of Consolidated Net Income for
   such period.
             "LIEN" means, with respect to any Person, any mortgage, lien,
   pledge, charge, security interest or other encumbrance, or any interest or
   title of any vendor, lessor, lender or other secured party to or of such
   Person under any conditional sale or other title retention agreement or
   Capital Lease, upon or with respect to any property or asset of such Person
   (including in the case of stock, stockholder agreements, voting trust
   agreements and all similar arrangements).

             "MAKE-WHOLE AMOUNT" is defined in Section 8.9.

             "MATERIAL" means material in relation to the business, operations,
   affairs, financial condition, assets, properties, or prospects of the
   Company and its Subsidiaries taken as a whole.

             "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a)
   the business, operations, affairs, financial condition, assets or properties
   of the Company and its Subsidiaries taken as a whole, or (b) the ability of
   the Company to perform its obligations under this Agreement, the Notes or
   any other Transaction Document to which the Company is a party, or (c) the
   validity or enforceability of this Agreement, the Notes or any other
   Transaction Document to which the Company is a party.

             "MODIFICATION OF FORWARD EQUITY PURCHASE AGREEMENT" means the
   First Amendment to the Forward Equity Purchase Agreement, substantially in
   the form of Exhibit D.

             "MOODY'S" means Moody s Investors Service, Inc.

             "MULTIEMPLOYER PLAN" means any Plan that is a  multiemployer plan 
   (as such term is defined in section 4001(a)(3) of ERISA).<PAGE>





                                                                     SCHEDULE B
                                                                     ----------



             "NOTES" is defined in Section 1.

             "OFFICER'S CERTIFICATE" means a certificate of a Senior Financial
   Officer or of any other officer of the Company whose responsibilities extend
   to the subject matter of such certificate.

             "PBGC" means the Pension Benefit Guaranty Corporation referred to
   and defined in ERISA or any successor thereto.

             "PERSON" means an individual, partnership, corporation, limited
   liability company, association, trust, unincorporated organization, or a
   government or agency or political subdivision thereof.

             "PLAN" means an "employee benefit plan" (as defined in section
   3(3) of ERISA) that is or, within the preceding five years, has been
   established or maintained, or to which contributions are or, within the pre-
   ceding five years, have been made or required to be made, by the Company or
   any ERISA Affiliate or with respect to which the Company or any ERISA
   Affiliate may have any liability.

             "PLEDGE AGREEMENT" means the Amended and Restated Pledge and
   Assignment Agreement dated as of the date hereof between the Company and the
   Collateral Agent, substantially in the form of Exhibit E, as amended,
   supplemented or otherwise modified from time to time.

             "PREFERRED STOCK" means any class of capital stock of a
   corporation that is preferred over any other class of capital stock of such
   corporation as to the payment of dividends or the payment of any amount upon
   liquidation or dissolution of such corporation.

             "PRIORITY INDEBTEDNESS" means, without duplication, the sum of (i)
   all Indebtedness of the Company secured by Liens pursuant to Section
   10.7(i), (ii) all Attributable Debt of the Company and its Subsidiaries and
   (iii) all Indebtedness of Subsidiaries other than Indebtedness owing to the
   Company or permitted pursuant to Section 10.6.

             "PRO FORMA INTEREST CHARGES" means, at any time, the net amount of
   (i) Interest Charges for the period of four consecutive fiscal quarters
   ending on, or most recently ended prior to, such time MINUS (ii) all such
   Interest Charges in respect of Indebtedness of the Company or any Subsidiary
   being retired out of the proceeds of any Indebtedness being created,
   incurred or assumed at such time PLUS (iii) scheduled Interest Charges for
   the period of 12 full calendar months next succeeding such time in respect
   of the Indebtedness being created, incurred or assumed at such time.  For
   the purposes of the foregoing clause (iii), Indebtedness that bears interest
   at a variable rate will be deemed to bear interest during the period in
   question at a rate equal to the rate in effect at such time.

             "PRO FORMA INTEREST COVERAGE RATIO" means, at any time, the ratio<PAGE>





                                                                     SCHEDULE B
                                                                     ----------



   of (i) Consolidated Adjusted EBITDA for the period of four consecutive
   fiscal quarters ending on, or most recently ended prior to, such time to
   (ii) Pro Forma Interest Charges.

             "PROPERTY" or "PROPERTIES" means, unless otherwise specifically
   limited, real or personal property of any kind, tangible or intangible,
   choate or inchoate.

             "QPAM EXEMPTION" means Prohibited Transaction Class Exemption 84-
   14 issued by the United States Department of Labor.

             "REQUIRED HOLDERS" means, at any time, the holders of a majority
   in principal amount of the Notes at the time outstanding (exclusive of Notes
   then owned by the Company or any of its Affiliates).

             "RESPONSIBLE OFFICER" means any Senior Financial Officer and any
   other officer of the Company with responsibility for the administration of
   the relevant portion of this agreement.

             "RESTRICTED PAYMENT" means

          (i)     any dividend or other distribution, direct or indirect, on or
        on account of any shares of capital stock of any class of the Company,
        except a dividend payable solely in such shares;

         (ii)     any redemption, retirement, purchase or other acquisition,
        direct or indirect, of any shares of capital stock of any class of the
        Company or of any warrants, rights or options to purchase or otherwise
        acquire any such shares, in any manner other than (x) solely in
        exchange for other such shares or (y) unless such redemptions,
        retirement, purchase or other acquisition shall be made
        contemporaneously from the net proceeds of a sale of such stock,
        warrants, rights or options; and 

        (iii)     any prepayment, payment, purchase or other retirement or
        acquisition, direct or indirect, by the Company or any Subsidiary of
        all or part of the principal amount of any subordinated debt (except
        out of the proceeds of a substantially concurrent issuance of other
        subordinated debt) prior to the regularly scheduled maturity date
        thereof (as in effect on the date such subordinated debt was incurred).

             "SALE AND LEASEBACK TRANSACTION" means a transaction or series of
   transactions pursuant to which the Company or any Subsidiary shall sell or
   transfer to any Person (other than the Company or a Subsidiary) any
   property, whether now owned or hereafter acquired, and, as part of the same
   transaction or series of transactions, the Company or any Subsidiary shall
   rent or lease as lessee or similarly acquire the right to possession or use
   of, such property or one or more properties which it intends to use for the
   same purpose  or purposes as such property.<PAGE>





                                                                     SCHEDULE B
                                                                     ----------



             "SECURITIES ACT" means the Securities Act of 1933, as amended from
   time to time.
             "SENIOR FINANCIAL OFFICER" means the chief financial officer,
   principal accounting officer, treasurer or comptroller of the Company.

             "STANDARD & POOR'S" means Standard & Poor s Rating Group, a
   division of McGraw-Hill, Inc.

             "SUBSIDIARY" means, as to any Person, any corporation, association
   or other business entity in which such Person or one or more of its
   Subsidiaries or such Person and one or more of its Subsidiaries owns
   sufficient equity or voting interests to enable it or them (as a group)
   ordinarily, in the absence of contingencies, to elect a majority of the
   directors (or Persons performing similar functions) of such entity, and any
   partnership or joint venture if more than a 50% interest in the profits or
   capital thereof is owned by such Person or one or more of its Subsidiaries
   or such Person and one or more of its Subsidiaries (unless such partnership
   or joint venture can and does ordinarily take major business actions without
   the prior approval of such Person or one or more of its Subsidiaries). 
   Unless the context otherwise clearly requires, any reference to a "Sub-
   sidiary" is a reference to a Subsidiary of the Company.

             "SUBSIDIARY GUARANTEE" means a guarantee of the obligations of the
   Company under this Agreement and the Notes, substantially in the form of
   Exhibit F.

             "SUPPORT AGREEMENT" means the Support Agreement dated as of the
   date hereof from CTG in favor of the holders from time to time of the Notes.

             "TRANSACTION DOCUMENTS" means this Agreement, the Notes, the
   Pledge Agreement, each Subsidiary Guarantee, the Forward Equity Purchase
   Agreement, the Modification of Forward Equity Purchase Agreement, the
   Consent, the Collateral Agency Agreement and the Support Agreement.

             "WHOLLY-OWNED SUBSIDIARY" means, at any time, any Subsidiary one
   hundred percent (100%) of all of the equity interests (except directors 
   qualifying shares) and voting interests of which are owned by any one or
   more of the Company and the Company s other Wholly-Owned Subsidiaries at
   such time.<PAGE>





                                                                      EXHIBIT 1
                                                                      ---------

                                  [FORM OF NOTE]


                             THE ENERGY NETWORK, INC.

                        6.90% SENIOR SECURED NOTE DUE 2010

   No. [_____]                                                           [Date]
   $[_______]                                               PPN[______________]

             FOR VALUE RECEIVED, the undersigned, THE ENERGY NETWORK, INC.
   (herein called the "Company"), a corporation organized and existing under
   the laws of the State of Connecticut, hereby promises to pay to
   [_______________________], or registered assigns, the principal sum of
   [________________________________________] DOLLARS (or so much thereof as
   shall not have been prepaid) on October 14, 2010, with interest (computed on
   the basis of a 360-day year of twelve 30-day months) (a) on the unpaid
   balance thereof at the rate of 6.90% per annum from the date hereof, payable
   quarterly, on the 14th day of January, April, July and October in each year,
   commencing on January 14, 1998, until the principal hereof shall have become
   due and payable, and (b) to the extent permitted by law, on any overdue
   payment (including any overdue prepayment) of principal, any overdue payment
   of interest and any overdue payment of any Make-Whole Amount (as defined in
   the Note Purchase Agreements referred to below), payable quarterly as
   aforesaid (or, at the option of the registered holder hereof, on demand), at
   the rate of 8.90% per annum.  Notwithstanding anything to the contrary
   above, the interest rate applicable to this Note may be increased by 0.50%
   as provided in Section 10.1 of the Note Purchase Agreements referred to
   below.

             Payments of principal of, interest on and any Make-Whole Amount
   with respect to this Note are to be made in lawful money of the United
   States of America at the principal office of the Company in Hartford,
   Connecticut or at such other place as the Company shall have designated by
   written notice to the holder of this Note as provided in the Note Purchase
   Agreements referred to below.

             This Note is one of a series of Senior Secured Notes (herein
   called the "Notes") issued pursuant to the Note Purchase Agreement, dated as
   of October 14, 1998 (as from time to time amended, the "Note Purchase
   Agreements"), between the Company and the respective Purchasers named
   therein and is entitled to the benefits thereof.  Each holder of this Note
   will be deemed, by its acceptance hereof, (i) to have agreed to the
   confidentiality provisions set forth in Section 20 of the Note Purchase
   Agreements and (ii) to have made the representation set forth in Section 6.2
   of the Note Purchase Agreements.

             This Note is secured by, and entitled to the benefits of, the
   Pledge Agreement referred to in the Note Purchase Agreements.  Payment of
   the principal of, and Make-Whole Amount, if any, and interest on this Note
   has been guaranteed by the Subsidiaries of the Company in accordance with<PAGE>





   the Subsidiary Guarantees referred to in the Note Purchase Agreements.

             This Note is a registered Note and, as provided in the Note Purch-
   ase Agreements, upon surrender of this Note for registration of transfer,
   duly endorsed, or accompanied by a written instrument of transfer duly
   executed, by the registered holder hereof or such holder s attorney duly
   authorized in writing, a new Note for a like principal amount will be issued
   to, and registered in the name of, the transferee.  Prior to due presentment
   for registration of transfer, the Company may treat the person in whose name
   this Note is registered as the owner hereof for the purpose of receiving
   payment and for all other purposes, and the Company will not be affected by
   any notice to the contrary.

             This Note is subject to prepayment, in whole or from time to time
   in part, at the times and on the terms specified in the Note Purchase
   Agreements, but not otherwise.  

             If an Event of Default, as defined in the Note Purchase
   Agreements, occurs and is continuing, the principal of this Note may be
   declared or otherwise become due and payable in the manner, at the price
   (including any applicable Make-Whole Amount) and with the effect provided in
   the Note Purchase Agreements.

             This Note shall be construed and enforced in accordance with the
   laws of the State of Connecticut.

                                      THE ENERGY NETWORK, INC.


                                      By_________________________
                                        Title:<PAGE>