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                                                                    EXHIBIT 10.4

                        LICENSE AND OPERATING AGREEMENT

      THIS LICENSE AND OPERATING AGREEMENT, made this 28th day of January, 1998
("L&O Agreement") is by and between Consolidated Edison Company of New York,
Inc., a corporation organized under the laws of the State of New York, with
offices at 4 Irving Place, New York, NY 10003 ("Con Edison") and Telergy Metro,
LLC, a limited liability company organized and existing under the laws of the
State of New York, with offices at 5784 Widewaters Parkway, Syracuse, New York
13214 ("Telergy Metro").

      WHEREAS, Telergy Metro desires to construct, install, operate, and
maintain a certain portion of a fiber optic network (such portion being defined
below as the "Backbone Network") in, on or through certain property owned by Con
Edison (such property being defined below as the "Licensed Property");

      WHEREAS, Telergy Metro desires to construct, install, operate, and
maintain certain extensions of the Backbone Network (such extensions of the
Backbone Network being defined below as "Spur Routes");

      WHEREAS, Con Edison, in accordance herewith, desires to grant certain
rights to permit the Backbone Network and any Spur Route(s) as may, in the
future, be agreed upon by the parties in accordance with this L&O Agreement, to
be constructed, installed, maintained, and operated in, on, over, or through the
Licensed Property;

      NOW, THEREFORE, in consideration of the premises and covenants contained
herein, Con Edison and Telergy Metro agree as follows:

                             Section 1 - DEFINITIONS

      For the purposes of this L&O Agreement, the following definitions apply:

      "Backbone Network" means no more than [***] Fiber Optic Cables located in,
on, over, or through the Licensed Property described in Exhibit 1 hereof
together with the terminating lightwave distribution patch panels required at
the sites listed in Exhibit 3 hereof in connection with any Equivalent
Compensation consisting of the use of single mode dark fiber strands that is to
be provided to Con Edison with regard to such Backbone Network and the duct or
other conduit as well as the fiber optic facilities necessary to properly
connect such distribution patch panels with such single mode dark fiber strands
in such Fiber Optic Cables; it being understood and agreed that: (a) the number
of Fiber Optic Cables that will be permitted, subject to such maximum number of


Confidential
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       omitted on this page. The omitted portions have been filed separately
       with the Securities and Exchange Commission.
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[***] (but in any event no fewer than [***] such Fiber Optic Cable), shall be
determined by Con Edison based on prudent engineering principles and taking into
account, without limitation, the design, condition and other characteristics of
the Licensed Property in, on, over, or through which the Backbone Network shall
be located (but the number of Fiber Optic Cables, up to such permitted number so
determined by Con Edison, that actually will be located in, on, over, or through
the Licensed Property described in Exhibit 1 shall be determined by Telergy
Metro); (b) all such permitted Fiber Optic Cables shall, when the Licensed
Property consists of poles or underground ducts, be located together in, on,
over, or through the same selected pole or underground duct (and such duct's
associated manholes), as applicable, and (c) all such permitted Fiber Optic
Cables shall, when the Licensed Property consists of transmission towers or
transmission rights-of-way be located and routed in, on, over, or through such
transmission towers and transmission tower rights-of-way as described in
Exhibit 1;

      "Fiber Optic Cable" means All Dielectric Self Supporting (ADSS) fiber
optic cable with a maximum outside diameter of one and one quarter (1 1/4)
inches and the associated splicing enclosures when such Fiber Optic Cable is
located on or between transmission towers or between a transmission tower and
another structure comprising Licensed Property and otherwise means fiber optic
cable with a maximum outside diameter of one inch and the associated splicing
enclosures; it being understood and agreed that, in accordance with the
construction/installation requirements that are referenced in Section 23 hereof,
the actual outside diameter of Fiber Optic Cable that will be permitted, subject
to such maximum outside diameter of one inch, shall be determined by Con Edison
based on prudent engineering principles and taking into account, without
limitation, the design, condition and other characteristics of the Licensed
Property in, on, or through which the Backbone Network and any Spur Routes shall
be located and the design, condition and other characteristics of the Backbone
Network and any Spur Routes;

      " PSC Approval" means (a) a written order of the New York State Public
Service Commission ("PSC") approving this L&O Agreement without any modification
to this L&O Agreement, in which case the date of such PSC Approval shall be the
date of such written order or (b) a written order of the PSC approving this L&O
Agreement with any modification(s) to this L&O Agreement; provided that each
party, in its respective sole discretion which is not to be judged by any
standard of reasonableness or any similar standard, agrees to accept each such
modification to this L&O Agreement in a signed writing between the parties that
is entered into no later than the earlier of (y) sixty (60) days after the date
of such order or (z) within such time as such order requires Con Edison to agree
to such modification(s), in which case the


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date of such PSC Approval shall be the date of such agreement of the parties to
accept such modification(s).

      "Licensed Property" means the Con Edison transmission towers, transmission
tower rights-of-way, poles, and underground ducts (and such ducts' associated
manholes) described in Exhibit 1 hereof, in, on, over, or through which the
Backbone Network shall be located as described in Exhibit 1 hereof and any Con
Edison transmission towers, transmission tower rights-of-way, poles, underground
ducts (and such ducts' associated manholes), and service entrance pipes (and
such pipes' associated service boxes) described in Exhibit 2 hereof, in on,
over, or through which any Spur Routes shall be located; it being understood and
agreed that: (a) the Con Edison transmission towers and transmission tower
rights-of-way comprising a portion of the Licensed Property are described in
Exhibit 1 regarding the Backbone Network and Exhibit 2 as it may be amended
regarding any Spur Routes; (b) the general street path of the poles and
underground ducts (and such ducts' associated manholes) comprising the balance
of the Licensed Property regarding the Backbone Network are described in Exhibit
1 and the general street path of the poles, underground ducts (and such ducts'
associated manholes), and service entrance pipes (and such pipes' associated
service boxes) comprising the balance of the Licensed Property regarding any
Spur Routes are described in Exhibit 2 as it may be amended; (c) during
construction and/or installation of the Backbone Network, Con Edison, in its
sole discretion (which is not to be judged by any standard of reasonableness or
any other similar standard), shall select the precise poles and underground
ducts (and such ducts' associated manholes) along such general street path
(except if a pole or underground duct along such general street path is not
available in which case an available pole or duct in a street in close proximity
to such general street path shall be so selected) and the specific location or
locations on the transmission towers and the transmission towers rights-of-way
in, on, over, or through which the Backbone Network shall be located; (d) during
construction of any Spur Route, Con Edison, in its sole discretion (which is not
to be judged by any standard of reasonableness or any other similar standard),
shall select the precise poles, underground ducts (and such ducts' associated
manholes) and service entrance pipes (and such pipes' associated service boxes)
along such general street path (except if a pole or duct or service entrance
pipe along such general street path is not available in which case an available
pole or duct or service entrance pipe in a street in close proximity to such
general street path shall be so selected) and the specific location or locations
on the transmission towers and the transmission towers rights-of-way in, on,
over, or through which any Spur Routes shall be located; provided, however, that
(y) the precise underground ducts that shall be selected shall be at least three
(3) inches in inside diameter (and with respect to the Backbone Network, Con


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Edison shall make reasonable effort to select ducts that are at least three and
one-half (3 1/2) inches in inside diameter), and (z) insofar as the termination
of the Backbone Network at [***] is concerned, an unoccupied Con Edison
underground duct in an existing underground duct bank that (i) contains such an
unoccupied underground duct, (ii) contains underground ducts occupied by primary
voltage electric feeders, and (iii) is the closest of the underground duct banks
that satisfy (i) and (ii) immediately above to the point of entry selected by
Telergy Metro for the building address of [***], will be selected (the "[***]
Requirement").

      "Spur Route" means an extension to the Backbone Network that (a) connects
directly or indirectly with such Backbone Network; (b) is agreed upon by the
parties pursuant to paragraph D of Section 2 hereof; and (c) is comprised of (i)
no more than [***] Fiber Optic Cables located in, on, over, or through such
Licensed Property as may be agreed upon by the parties pursuant to paragraph D
of Section 2 hereof and described in Exhibit 2 hereof, as it may be amended; and
(ii) any terminating lightwave distribution patch panels required at the sites
listed in the written agreement of the parties pursuant to Paragraph D of
Section 2 hereof in connection with any Equivalent Compensation consisting of
the use of single mode dark fiber strands that is to be provided to Con Edison
with regard to such Spur Route and the duct or other conduit as well as the
fiber optic facilities necessary to properly connect any such distribution patch
panels with such single mode dark fiber strands in such Fiber Optic Cables; it
being understood and agreed that: (w) the number of Fiber Optic Cables that will
be permitted, subject to such maximum number of [***] (but in any event no fewer
than [***] such Fiber Optic Cable), shall be determined by Con Edison based on
prudent engineering principles and taking into account, without limitation, the
design, condition and other characteristics of the Licensed Property in, on,
over, or through which any Spur Route shall be located (but the number of Fiber
Optic Cables, up to such permitted number so determined by Con Edison, that
actually will be located in, on, over, or through the Licensed Property
described in Exhibit 2 hereof as it may be amended shall be determined by
Telergy Metro); (x) all such permitted Fiber Optic Cables shall, when the
Licensed Property consists of poles or underground ducts, be located together
in, on, over, or through the same selected pole or underground duct (and such
duct's associated manholes), as applicable; (y) a maximum of [***] Fiber Optic
Cable shall be permitted in or through any Licensed Property consisting of a
service entrance pipe and such pipe's associated service box; and (z) the
permitted Fiber Optic Cables shall, when the Licensed Property consists of
transmission towers or transmission rights-of-way, be located and routed in, on,
over, or through such transmission towers or transmission tower rights-of-

[***] Confidential treatment has been requested with respect to material omitted
      on this page. The omitted portions have been filed separately with the
      Securities and Exchange Commission.


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way as described in Exhibit 2 as it may be amended.

              Section 2 - GRANT OF RIGHT TO USE CON EDISON PROPERTY

      A. Subject to all of the terms and conditions of this L&O Agreement,
including but not limited to the construction/installation requirements and the
maintenance requirements referenced in Section 23 hereof, Con Edison hereby
grants to Telergy Metro a non-exclusive license to construct, install, operate
and maintain the Backbone Network in, on, over, or through the Licensed Property
described in Exhibit 1 hereof and any Spur Routes in, on, over, or through any
Licensed Property described in Exhibit 2 hereof as it may be amended (the
"License Grant"), it being understood and agreed that: (a) the Con Edison
transmission towers and transmission tower rights-of-way comprising a portion of
the Licensed Property are described in Exhibit 1 regarding the Backbone Network
and Exhibit 2 as it may be amended regarding any Spur Routes; and (b) the
general street paths of the poles and underground ducts (and such ducts'
associated manholes) comprising the balance of the Licensed Property regarding
the Backbone Network are described in Exhibit 1 and the general street path of
the poles, underground ducts (and such ducts' associated manholes), and service
entrance pipes (and such pipes' associated service boxes) comprising the balance
of the Licensed Property regarding any Spur Routes are described in Exhibit 2
hereof as it may be amended; (c) during construction of the Backbone Network and
any Spur Routes, Con Edison, in its sole discretion (which is not to be judged
by any standard of reasonableness or any other similar standard), shall select
the precise poles and underground ducts (and such ducts' associated manholes)
along such general street path (except if a pole or underground duct along such
general street path is not available in which case an available pole or
underground duct in a street in close proximity to such general street path
shall be so selected) and the specific location or locations on the transmission
towers and the transmission towers rights-of-way in, on, over, or through which
the Backbone Network shall be located; (d) during construction of any Spur
route, Con Edison, it its sole discretion (which is not to be judged by any
standard of reasonableness or any similar standard), shall select the precise
poles, underground ducts (and such ducts' associated manholes) and service
entrance pipes (and such pipes' associated service boxes) along such general
street path (except if a pole or duct or service entrance pipe along such
general street path is not available in which case an available pole or duct or
service entrance pipe in a street in close proximity to such general street path
shall be so selected) and the specific location or locations on the transmission
towers and the transmission towers rights-of-way in, on, over, or through which
any Spur Routes shall be located; provided, however, that (y) the precise
underground ducts that shall be selected shall be at least [***] in inside
diameter (and with regard to

[***] Confidential treatment has been requested with respect to material omitted
      on this page. The omitted portions have been filed separately with the
      Securities and Exchange Commission.



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the Backbone Network, Con Edison shall make reasonable effort to select
underground ducts that are at least [***] in inside diameter), and (z) insofar
as the termination of the Backbone Network at [***] is concerned, the [***]
Requirement as previously defined shall be complied with. No right to locate any
structure, equipment, facilities, or other property of Telergy Metro besides the
Backbone Network and any Spur Routes in, on, over, or through the Licensed
Property is granted hereby and no right in or with regard to any property
besides the Licensed Property is granted hereby.

      B. Without limitation of any other condition, limitation, or restriction
imposed by this L&O Agreement or any other agreement between the parties, the
use of the Licensed Property permitted hereunder is restricted to constructing,
installing, operating, and maintaining the Backbone Network and any Spur
Route(s) for the purpose of providing wholesale and retail voice, data and video
telecommunications services (as such services currently exist or as they evolve
through technology) utilizing the single mode dark fiber strands contained in
the Fiber Optic Cable (including leasing or licensing single mode dark or lit
fiber strands) to the extent that such activity does not interfere with any
existing or future generation, transmission, or distribution of electricity,
gas, or steam by Con Edison or by any existing or future parent, subsidiary, or
affiliate of Con Edison or with any existing or future customer service work
related to, arising from, or connected with such generation, transmission, or
distribution (the "Permitted Use"). No such lease or license of single mode dark
or lit fiber strands and no use of such single mode dark or lit fiber strands by
any such lessee or licensee shall release or relieve Telergy Metro from any
obligation pursuant to this L&O Agreement. No such lease or license and no such
use by any such lessee or licensee shall create any contractual rights in any
such lessee or licensee against Con Edison and Con Edison shall have no
obligation or liability whatsoever to any such lessee or licensee based on
contract, tort (including without limitation strict products liability,
negligence, and gross negligence), warranty, or otherwise arising from or
relating to any such lease or license, any such use by any such lessee or
licensee, this L&O Agreement, the Licensed Property, the Backbone Network, or
any Spur Route. In any such lease or license, Telergy Metro shall advise such
lessor or licensee that the single mode dark or lit fiber strands which are the
subject of the lease or license are in close proximity to electrical cables that
are subject to fault, burnout, or other malfunction which can result in damage,
destruction, or disruption to such single mode dark or lit fiber strands and
that as part of the lease or license, such lessee or licensee assumes all risk
of such damage, destruction, or disruption. The Licensed Property may not be
used by Telergy Metro or its permitted successor or

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      Securities and Exchange Commission.


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assigns for any purpose other than the Permitted Use.

      C. Nothing herein shall be construed as a grant by Con Edison of any
exclusive right or privilege to Telergy Metro. Nothing herein shall be construed
as a grant of any interest in real property. Without limitation of any other
right of Con Edison hereunder, Con Edison and, to the extent permitted by Con
Edison, any existing or future parent, subsidiary, affiliate or successor or
assign of Con Edison (collectively, the "Con Edison Entities", it being
understood and agreed that for purposes of this L&O Agreement, Telergy Metro
shall not be deemed to be a subsidiary or an affiliate of Con Edison or one of
the Con Edison Entities) has the right to use all or part of the Licensed
Property for any existing or future generation, transmission, or distribution of
electricity, gas, or steam or for any existing or future customer service work
or responsibility related to, arising from, or connected with such generation,
transmission, or distribution (collectively, "Use For Public Utility Functions")
and the License Grant and Permitted Use are subject and subordinate to Use For
Public Utility Functions. In addition to being subject and subordinate to Use
For Public Utility Functions, the License Grant and the Permitted Use also are
subject to and subordinate to all contracts, mortgages, liens, encumbrances,
restrictions, leases, licenses, easements, rights, or privileges of any nature
heretofore or hereafter granted, given, entered into, incurred, or suffered by
any of the Con Edison Entities, or arising pursuant to law which affect the
Licensed Property or the Permitted Use and all existing and future uses by Con
Edison of the Licensed Property; provided, however, that, except as otherwise
permitted by this L&O Agreement or required by law, from the date of this L&O
Agreement until its expiration or earlier termination, Con Edison shall not
grant or give to third parties other than to any of the Con Edison Entities for
Use For Public Utility Functions any right or privilege to use the Licensed
Property which substantially interferes with or precludes the Permitted Use of
the Licensed Property.

      D. The License Grant shall be extended to any Spur Routes the location of
which, all issues pertaining to the Preconstruction Compensation to be paid for
which, and other parameters of which Telergy Metro and Con Edison may mutually
agree in their respective sole discretion, which is not to be judged by any
standard of reasonableness or any similar standard. To be effective, any such
agreement must be documented in a writing signed by authorized representatives
of both parties which describes the Licensed Property in, on, over, or through
which the Spur Route will be located, the Preconstruction Compensation agreed
upon, and any Equivalent Compensation (and the value thereof) that Con Edison
may elect to receive, pursuant to Exhibit 3 hereof, in lieu of any or all of the
Compensation otherwise payable for such Spur Route in, on, over, or through the
Licensed


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Property. In the event of any such agreement of the parties concerning any such
Spur Route, Exhibit 2 of this L&O Agreement shall be deemed amended by the
addition thereto of the description of the general path of the Licensed Property
in, on, over, or through which the Spur Route shall be located.

      E. Although Con Edison transmission towers, poles or other facilities or
property containing high voltage transmission (69 kV or higher) electric lines
("High Voltage Facilities") may be part of the Licensed Property such that the
Backbone Network and any Spur Route(s) may be constructed, installed,
maintained, and operated in, on, or through such High Voltage Facilities (i.e.,
xthe Licensed Property in, on or through which the Backbone Network and any Spur
Routes may be located in part may include such High Voltage Facilities), it is
understood and agreed that, subject to the construction/installation
requirements and the maintenance requirements referenced in Section 23 hereof,
Telergy Metro is granted no right to physically access High Voltage Facilities
for any purpose other than to construct, install, maintain and operate splice
enclosures that shall be mounted on the legs of transmission towers as required
by Con Edison. Access to such High Voltage Facilities for purposes of
constructing, installing, and maintaining any portion of the Backbone Network
and any portion of any Spur Route(s) is reserved solely to Con Edison and Con
Edison's contractors, except to the extent that the construction/installation
requirements and/or maintenance requirements referenced in Section 23 hereof
otherwise provide. Construction, installation, maintenance and operation of any
portion of the Backbone Network or any portion of any Spur Routes in, on, over,
or through such High Voltage Facilities shall be in accordance with the
construction/installation requirements and the maintenance requirements
referenced in Section 23 hereof.

      F. Except as provided in Paragraph E of this Section and except to the
extent that access restrictions or limitations for a specific portion or
portions of the Licensed Property are set forth in Exhibits 1 or 2 hereof, the
License Grant to Telergy Metro, subject to the construction/installation
requirements and the maintenance requirements referenced in Section 23 hereof,
all applicable federal, state, and local laws, executive orders, regulations,
ordinances, rules, and safety codes, and the terms and conditions of all
applicable governmental and non-governmental franchises, permits,
authorizations, and approvals, shall include the right to access the Licensed
Property 7 days a week, 24 hours a day for the purpose of constructing,
installing maintaining and operating the Backbone Network or any Spur Route.

      G. Other than the right to use the Licensed Property for the Permitted Use
in accordance with the terms and conditions hereof, including but not limited to
the construction/installation requirements and the maintenance requirements
referenced in


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Section 23 hereof, this L&O Agreement does not grant any right to use any Con
Edison property for any purpose.

      H. Nothing in this L&O Agreement obligates Con Edison to provide any
utilities including, without limitation, any water, electricity, gas, steam, or
storm or sanitary sewer service ("Utilities") to, or for the benefit of Telergy
Metro. Telergy Metro shall be solely responsible for obtaining, at its sole
expense, any Utilities that it requires. In connection with obtaining the
Utilities that it requires, Telergy Metro shall, at its sole expense, satisfy
any conditions and requirements of the providers of the Utilities and any
conditions and requirements of Con Edison. Con Edison makes no representation or
warranty concerning the availability or suitability of any Utilities, the cost
of obtaining any Utilities, or the ability of the Licensed Property to be
connected to any Utilities.

              Section 3 - NO WARRANTIES FROM CON EDISON CONCERNING

      LICENSED PROPERTY OR PERMITTED USE; TELERGY METRO'S SATISFACTION WITH THE
LICENSED PROPERTY; TELERGY METRO'S ACKNOWLEDGMENT CONCERNING RISK OF DAMAGE TO
BACKBONE NETWORK AND SPUR ROUTES FROM ELECTRICAL FEEDERS

       A. Con Edison does not make, and hereby disclaims, any express, implied,
statutory, or common law warranty, guaranty or representation concerning the
Licensed Property or its suitability for the Permitted Use. WITHOUT LIMITATION
OF THE GENERALITY OF THE FOREGOING, CON EDISON DOES NOT MAKE, AND HEREBY
DISCLAIMS ANY EXPRESS, IMPLIED, STATUTORY, OR COMMON LAW WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

      B. Telergy Metro represents that it has visited, examined, and/or analyzed
the Licensed Property, has knowledge of all limitations, restrictions, and
conditions, legal, physical, or otherwise, concerning the Licensed Property
including, without limitation, such limitations, restrictions and conditions as
may affect the suitability of the Licensed Property for the Permitted Use, and
that Telergy Metro is satisfied with the suitability of the Licensed Property
for the Permitted Use. TELERGY METRO ACKNOWLEDGES THAT THE BACKBONE NETWORK AND
ANY SPUR ROUTES WILL BE LOCATED IN, ON, OVER, OR THROUGH LICENSED PROPERTY THAT
IS IN CLOSE PROXIMITY TO ELECTRICAL CABLES THAT ARE SUBJECT TO FAULT, BURNOUT OR
OTHER MALFUNCTION WHICH CAN RESULT IN DAMAGE, DESTRUCTION OR DISRUPTION TO THE
BACKBONE NETWORK AND ANY SPUR ROUTES AND THAT, WITHOUT LIMITATION OF SECTION 12
HEREOF, THE RISK OF SUCH DAMAGE, DESTRUCTION OR DISRUPTION IS A RISK COVERED BY
SECTION 12 HEREOF.

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                                Section 4 - TERM

      This L&O Agreement shall have an "Initial Term" of twenty-five (25) years
commencing on the date of PSC Approval. Upon written notice to Con Edison that
is received during the period commencing with the date that is twenty-four (24)
years after the Initial Term commences and ending with the date that is
twenty-four (24) years and six (6) months after the Initial Term commences,
Telergy Metro may seek to extend this L&O Agreement, as it may be modified by
negotiations of the parties as set forth herein, for a "First Renewal Term" of
ten (10) years. Upon written notice to Con Edison that is received during the
period commencing with the date that is nine (9) years after the First Renewal
Term commences and ending with the date that is nine (9) and six (6) months
after the First Renewal Term commences, Telergy Metro may seek to extend this
L&O Agreement, as it may be modified by negotiations of the parties as set forth
herein, for a "Second Renewal Term." Each and every term and condition (except
the length of the "First Renewal Term" and the length of the "Second Renewal
Term") of this L&O Agreement, (including, without limitation, terms and
conditions pertaining to Preconstruction Compensation, Compensation and
Equivalent Compensation) that is to apply to the First Renewal Term and/or the
Second Renewal Term shall be subject to modification through negotiation and
must be acceptable to each party in its respective sole discretion (which is not
to be judged by any standard of reasonableness or any similar standard). The
negotiations concerning the terms and conditions that shall apply to the First
Renewal Term shall commence within a reasonable time after Con Edison's receipt
of the written notice from Telergy Metro seeking to extend this L&O Agreement,
as it may be modified, for a First Renewal Term and shall end on the date that
is twenty-four (24) years and six (6) months after the Initial Term commences.
If a written agreement concerning the terms and conditions that are to apply to
the First Renewal Term is not signed by authorized representatives of the
parties on or before the end of the negotiation period concerning the First
Renewal Term as set forth above, this L&O Agreement shall not be extended. The
negotiations concerning the terms and conditions that shall apply to the Second
Renewal Term shall commence within a reasonable time after Con Edison's receipt
of the written notice from Telergy Metro seeking to extend this L&O Agreement,
as it may be modified, for a Second Renewal Term and shall end on the date that
is nine years and six (6) months after the First Renewal Term commences. If a
written agreement concerning the terms and conditions that are to apply to the
Second Renewal Term is not signed by authorized representatives of the parties
on or before the end of the negotiation period concerning the Second Renewal
Term as set forth above, this L&O Agreement shall not be extended.


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Section 5 - PRECONSTRUCTION COMPENSATION; COMPENSATION; EQUIVALENT COMPENSATION

      As a license fee for being provided with the right to use the Licensed
Property for the Permitted Use in accordance with the terms and conditions
hereof, including but not limited to the construction/installation requirements
and the maintenance requirements referenced in Section 23, Telergy Metro shall
pay and/or provide to Con Edison the "Preconstruction Compensation"
"Compensation" and/or the "Equivalent Compensation" in accordance with Exhibit 3
hereto.

                                Section 6 - TAXES

      A. As used in this Section, the following definitions apply:

      "Taxes" shall mean all taxes and assessments and special assessments
(including interest, penalties and additions to tax) levied, assessed or imposed
at any time by any taxing authority upon the Con Edison property which includes
the Licensed Property. If the methods of taxation prevailing at the commencement
of the term of this L&O Agreement shall be altered so that in lieu of, or as an
addition to, the whole or any part of the Taxes there is levied, assessed or
imposed (a) a tax, surcharge, fee, charge, levy, assessment, or special
assessment on the Preconstruction Compensation, Compensation or Equivalent
Compensation paid, payable, provided, or to be provided under this L&O
Agreement, and/or (b) any other different, additional or substitute tax,
surcharge, fee, charge, levy, assessment, or special assessment, then all such
taxes, surcharges, fees, charges, levies, assessments, or special assessments
shall be deemed to be included in the term "Taxes" for the purposes of this
Section.

      "Tax Year" shall mean the fiscal year for which taxes are levied by the
taxing authority.

      B. To the extent that any Taxes as of the date of this L&O Agreement
increase due to the presence of any portion of the Backbone Network or of any
Spur Route, Con Edison shall provide Telergy Metro with reasonable evidence of
such increase and Telergy Metro shall pay Con Edison an amount equal to such
increase plus any additional amount as described in this Paragraph. Should the
payment to Con Edison of the increase in Taxes be subject to a gross receipts
tax, income tax, or any other tax on amounts received by Con Edison ("Receipts
Tax"), such payment shall be increased by an amount which shall produce the same
net payment to Con Edison after payment by Con Edison of such Receipts Tax.
Telergy Metro shall have the right, at its expense, to challenge such increase
before the appropriate taxing authority


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but neither such right to challenge nor any challenge actually conducted by
Telergy Metro shall affect the obligation of Telergy Metro to make the payment
to Con Edison described in this Section. No such challenge shall be made in Con
Edison's name unless the prior written consent of Con Edison is obtained. Should
any such challenge by Telergy Metro result in a reduction of the increase in
Taxes that was the subject of a prior payment by Telergy Metro to Con Edison
pursuant to this Section, Con Edison shall return to Telergy Metro an amount
equal to such reduction of the increase in Taxes.

      C. Telergy Metro shall pay the amounts due under this Section within 30
days after receipt of an invoice from Con Edison therefor, which invoice shall
be accompanied by reasonable evidence of the amounts due; provided, however,
that Telergy Metro shall not be required to make such payment to Con Edison
prior to the date that is thirty (30) days before the date that the associated
Taxes are to be paid by Con Edison to the relevant taxing authority. Telergy
Metro's obligation to pay the amounts due under this Section shall survive the
expiration or termination of this L&O Agreement.

      D. Telergy Metro bears all responsibility for any and all federal, state
and local income, sales, use, excise, occupational, franchise, property, gross
receipts, privilege, transfer, unincorporated business and other taxes that may
be applicable to the construction, installation, operation and maintenance of
the Backbone Network and any Spur Route and for all federal, state and local
taxes, contributions, and premiums imposed upon or measured by Telergy Metro's
payroll.

                Section 7 - TELERGY METRO'S OPERATION OBLIGATIONS

      A. Telergy Metro shall not: (i) cause or permit objectionable odors to
emanate from, or be attributable to, the Licensed Property; (ii) use, store,
dispose or permit to be used, stored, or disposed at the Licensed Premises
(either as part of any Fiber Optic Cable, or in connection with the
construction, installation, maintenance, or operation of the Backbone Network or
any Spur Route, or otherwise) any toxic (including asbestos), hazardous, or
flammable substance or other substance controlled by federal, state or local
law, regulation, or ordinance, (iii) place or permit to be placed in, on, over,
or through the Licensed Property any sign, awning, advertising matter or any
other thing of any kind, other than normal warning signs, or (iv) operate the
Backbone Network in any way which constitutes a public or private nuisance, or
which is annoying, hazardous, or which interferes with or disrupts or threatens
to interfere with or disrupt any Use For Public Utility Functions as described
in Section 2, Paragraph C hereof.


                                       12
<PAGE>   13

      B. Telergy Metro shall at all times exercise every reasonable precaution
to protect persons and property. Specific precaution requirements will be
addressed in the construction/installation requirements and/or the maintenance
requirements referenced in Section 23 hereof.

      C. While on or about the Licensed Property, Telergy Metro shall observe
and comply with all environmental, noise, fire, safety, hazard, "No Smoking",
and all other rules and regulations heretofore or hereafter prescribed by Con
Edison, together with all applicable federal, state, and local laws, executive
orders, regulations, ordinances, rules, and safety codes.

      D. Telergy Metro shall promptly report in writing to Con Edison all
releases to the environment of any toxic substance, (including asbestos)
hazardous substance, hazardous waste, flammable substance or any other substance
or waste the release of which to the environment is prohibited, controlled, or
regulated by federal, state or local law, regulation, or ordinance
("Environmental Releases") and all accidents whatsoever relating to, arising out
of, or in connection with the Licensed Property, the Backbone Network, or any
Spur Route, giving full details and statements of witnesses. In addition, if the
accident involves death or serious injury or serious damage or if there is an
Environmental Release, Telergy Metro shall immediately report the accident or
Environmental Release by telephone to Con Edison. The Con Edison contact person
to be notified and his/her address and telephone number shall be provided in a
written notice to Telergy Metro following the execution of this L&O Agreement.
By subsequent written notice to Telergy Metro, Con Edison may change the person
to be notified and/or such person's address and/or telephone number listed.

      E. Telergy Metro shall construct, install, operate and maintain the
Backbone Network and any Spur Route and otherwise conduct its operations in such
a manner as to prevent any liens or attachments from arising or being filed,
served, posted, processed or entered with regard to the Licensed Property.
Telergy Metro shall indemnify and hold Con Edison and the Licensed Property
harmless from and against any such liens or attachments. Without limitation of
the generality of the foregoing and to the extent that such a procedure is
permitted by applicable law, Telergy Metro promptly shall remove, release and
discharge any such lien or attachment on the Licensed Property by doing
everything necessary to deposit a sufficient amount or file a sufficient bond
with the appropriate court or other governmental entity or official so that such
lien or attachment is removed, released and discharged from the Licensed
Property and applies instead to such amount or bond so deposited or filed.
Should Telergy Metro fail to so promptly remove, release and discharge any such
lien or


                                       13
<PAGE>   14

attachment on the Licensed Property, Con Edison, at the expense of Telergy
Metro, may, but shall not be obligated to, promptly cause any such lien or
attachment to be so removed, released, and discharged.

      F. Telergy Metro shall design, construct and operate its equipment in
accordance with the safety clearances and personnel safety requirements
referenced in ANSI C2-1997 (National Electric Safety Code) or subsequent
editions thereof. Telergy Metro shall insure that all vehicles, equipment,
machinery and other apparatus at or near the High Voltage Facilities are
appropriately grounded. In addition, vehicles, equipment, machinery and other
apparatus must be maintained at a minimum of twenty-five (25) feet away from any
energized electrical conductor on the High Voltage Facilities (additional or
different requirements may be imposed by Con Edison for High Voltage Facilities
above 345 kV).

      G. Telergy Metro shall ensure that dust and debris generated during work
at or near the Licensed Property is controlled and that dust and debris is not
permitted to affect any electrical conductor on the High Voltage Facilities.

                Section 8 - PERMITS, CODES, LAWS AND REGULATIONS

      A. Except for the expense associated with Con Edison seeking the approval
of this L&O Agreement by the New York State Public Service Commission ("PSC"),
Telergy Metro shall, at its expense, obtain and maintain all governmental and
non-governmental franchises, consents, easements, permits, authorizations, and
approvals ("Approvals") required for the construction, installation, operation,
and maintenance of the Backbone Network and any Spur Route on the Licensed
Property and must provide copies of same to Con Edison before it is permitted to
use the Licensed Property for the Permitted Use. Without limitation of the
foregoing, Telergy Metro shall bear the expense of Telergy Metro seeking the
approval of this L&O Agreement by the PSC as permitted by Section 22 hereof.

      B. If applicable law requires that Con Edison execute applications for an
Approval or documentation related to such applications, Telergy Metro, at its
expense, shall prepare such applications and documentation for review by Con
Edison (which review shall be conducted at Telergy Metro's expense) and, if the
applications and documentation meet with Con Edison's approval (which approval
shall not be unreasonably withheld), Con Edison shall cause its authorized
representative to execute such applications of documentation. Telergy Metro, at
its expense, shall make such corrections or amendments to such applications and
documentation as Con Edison reasonably may request.


                                       14
<PAGE>   15

      C. Telergy Metro shall comply with all federal, state, and local laws,
executive orders, regulations, ordinances, rules, and safety codes, and Con
Edison requirements applicable to the Licensed Property, the Permitted Use, or
the construction, installation, operation, and maintenance of the Backbone
Network or any Spur Route, including, without limitation, all applicable
federal, state, and local environmental laws, orders, regulations, ordinances,
rules, codes, and Con Edison environmental requirements (including but not
limited to those pertaining to air pollution, water pollution, management,
removal, or disposal of toxic substances (including asbestos), hazardous
substances, flammable substances, hazardous waste, oily waste and solid waste,
pesticides, and protection of wetlands and wildlife).

                      Section 9 - ENVIRONMENTAL ASSESSMENTS

      A. Prior to construction or installation of the Backbone Network or any
Spur Route on the Licensed Property, Telergy Metro shall have the right to
conduct, at Telergy Metro's sole cost and expense, environmental assessments of
the Licensed Property ("Assessments"). The Assessments shall comply with ASTM
standards for Phase I and Phase II Environmental Site Assessments and may
consist of reviewing records of the Licensed Property and, to the extent that
Licensed Property consists of land owned by Con Edison, sampling and testing the
soil and groundwater on the Licensed Property.

      B. Con Edison hereby gives permission to Telergy Metro, its contractors,
and subcontractors to enter upon the Licensed Property for the purpose of
conducting the Assessments subject to the following conditions: (i) Telergy
Metro must give notice to Con Edison of any such intent to enter upon the
Licensed Property (and must specify the specific Licensed Property that will be
entered and that will be the subject of any Assessment) at least ten (10)
business days in advance of the access date requested; and (ii) if Telergy Metro
requires a Phase II (Soil or Groundwater Investigation and Sampling)
Environmental Assessment, Telergy Metro must submit a field sampling and
analysis work plan ("Work Plan") to Con Edison for written approval by Con
Edison prior to Telergy Metro's entrance onto the Licensed Property for the
purpose of the Assessments. The Work Plan shall include, at a minimum, a
description of the sampling equipment and procedures to be employed in the
course of the Phase II Assessment, the number of samples to be collected, a
site-specific health and safety plan, and the name and relative qualifications
of the contractor and analytic laboratory to be used by Telergy Metro in
connection with the Assessment and, if necessary, waste management procedures to
be followed by Telergy Metro or its contractor including the name of the
licensed transporter and the licensed waste management


                                       15
<PAGE>   16

facility to handle waste streams in compliance with law. Con Edison will have
the right to oversee all field sampling activities conducted by Telergy Metro,
or its contractors or subcontractors in connection with this Section. Telergy
Metro is responsible for all costs and expenses and record keeping associated
with any Assessment, the management, removal or disposal of any wastes generated
in connection with any Assessment, or any work related to such Assessment or to
such Assessment, management, removal, or disposal. Telergy Metro shall defend,
indemnify, and hold Con Edison harmless from any such costs and expenses and
from any and all liabilities in connection with any such Assessment, management,
removal, disposal or any work related to such Assessment, management, removal or
disposal.

      C. Telergy Metro shall notify Con Edison in writing within ten (10) days
after the action items in the Work Plan have been completed. Within sixty (60)
days after completion of the action items specified in the Work Plan and receipt
of any testing results, Telergy Metro shall provide Con Edison with a report
detailing the findings of any Assessment, including a description of all field
sampling activities, analytical results and soil boring logs. Should Telergy
Metro obtain any reports from contractors or subcontractors concerning an
Assessment, Telergy Metro shall provide Con Edison with a copy of such reports
as such reports are received by Telergy Metro. Con Edison retains the right to
make initial notification to the New York State Department of Environmental
Conservation ("DEC") or to any other governmental agencies having jurisdiction
of any environmental conditions revealed from the Assessment, unless Telergy
Metro is otherwise required by law to notify the DEC or such other governmental
agencies. Within ninety (90) days after the date of completion of the action
items specified in the Work Plan, each party, based on the information in its
possession from the Assessment, shall notify the other party of any
environmental conditions it asserts exist on the Licensed Property that was the
subject of the Assessment which require remediation. Con Edison shall then have
sixty (60) days from the expiration of such ninety (90) day period within which
to prepare (at Telergy Metro's cost and expense) and submit a written
"Environmental Proposal" to Telergy Metro describing Con Edison's proposed
remedy for the asserted environmental conditions. All costs and expenses
associated with such proposed remedy, any removal, management, or disposal of
waste generated in connection with such proposed remedy, or any other work
related to such proposed remedy or to such removal, management or disposal shall
be borne entirely by Telergy Metro. Without limitation of the terms and
conditions upon which Con Edison may require the work in such Environmental
Proposal to be performed, Telergy Metro shall defend, indemnify, and hold Con
Edison harmless from any such costs and expenses and from any and all
liabilities in connection with such proposed remedy, any removal, management, or
disposal of waste generated in


                                       16
<PAGE>   17

connection with such proposed remedy, or any other work related to such proposed
remedy or to such removal, management or disposal. Within thirty (30) days of
its receipt of the Environmental Proposal or within such shorter period as may
be specified in the Environmental Proposal if circumstances, including legal
requirements, reasonably require that the work to effect the remedy described in
such Environmental Proposal be commenced earlier, Telergy Metro shall notify Con
Edison in writing whether it accepts or rejects such Environmental Proposal (a
failure to timely reject such Environmental Proposal shall be considered by the
parties as an acceptance of such Environmental Proposal). If Telergy Metro
rejects such Environmental Proposal, Con Edison shall have the option to
terminate this L&O Agreement without any liability to Telergy Metro by sending
written notice of such termination to Telergy Metro within thirty (30) days
after such rejection. Such a termination shall result in, among other things,
the Backbone Network and any Spur Routes being removed from the Licensed
Property at Telergy Metro's expense in accordance with Section 10 hereof.

      D. Without limitation of any other environmental obligation of Telergy
Metro, Telergy Metro shall be responsible for complying fully with any and all
environmental laws, including regulations, guidelines, standards, or policies of
any governmental authorities authorized to regulate environmental conditions or
concerns, as may now or hereafter be in effect, which are applicable to the
Backbone Network, any Spur Route or the Licensed Property or any use of, or
activity upon or concerning same. Telergy Metro shall defend, indemnify and hold
Con Edison harmless from and against any failure of Telergy Metro or its
contractors or subcontractors to comply fully with any such laws, regulations,
guideline, standards, or policies.

      E. It is understood and agreed that other environmental obligations of
Telergy Metro in connection with any construction, installation, maintenance, or
operation of the Backbone Network or any Spur Route besides those specified
here, including but not limited to Telergy Metro's obligation to bear the
expense of removal, management and disposal of any waste generated on or about
Licensed Property and of any flushing or cleaning of any manholes or service
boxes that comprise Licensed Property, shall be contained in the
construction/installation requirements and/or the maintenance requirements
referenced in Section 23 hereof.

                 Section 10 - TITLE TO BACKBONE NETWORK AND SPUR
                       ROUTES; REMOVAL OF BACKBONE NETWORK

      A. Telergy Metro shall retain title to all portions of the Backbone
Network and of any Spur Routes.


                                       17
<PAGE>   18

      B. All portions of the Backbone Network and of any Spur Routes shall be
capable of removal at any time, including upon the expiration of this L&O
Agreement or its earlier termination. Unless otherwise agreed to in a writing
signed by both parties, within thirty (30) days after the expiration of this L&O
Agreement or its earlier termination for any reason and at Telergy Metro's
expense, the Backbone Network and any Spur Routes shall be removed from the
Licensed Property and the Licensed Property shall be restored to substantially
the same condition as existed prior to the construction, installation,
operation, and maintenance of the Backbone Network and any Spur Routes therein,
thereon, there over, or there through; provided, however, that any portion of
the Backbone Network or of any Spur Route that is direct-buried with two feet or
more of cover on Con Edison-owned land and which is not attached to a Con Edison
transmission tower or contained in a Con Edison duct (any associated manhole) or
service entrance pipe (or any associated service box) may, except as otherwise
provided in the construction/installation requirements or the maintenance
requirements referenced in Section 23 hereof, be abandoned in place, but shall
be subject to removal thereafter by Con Edison. With regard to all portions of
the Backbone Network or of any Spur Routes on or about High Voltage Facilities,
such removal and restoration shall be performed by Con Edison or its contractors
at Telergy Metro's expense, except to the extent that the maintenance
requirements and/or construction/installation requirements referenced in Section
23 hereof otherwise provide.

                             Section 11 - INSURANCE

      A. Telergy Metro shall procure and maintain at its own expense the
following insurance until this L&O Agreement expires or is earlier terminated,
and thereafter to the extent stated below, with at least the monetary limits
specified; provided, however, that Con Edison retains the right to amend these
insurance requirements and monetary limits during the term of the Initial Term
and any Renewal Term of this L&O Agreement upon thirty (30) days' written notice
to Telergy Metro. The insurance shall be in policy forms which contain an
"occurrence" and not a "claims made" determinant of coverage and shall be placed
with insurance companies that are acceptable to Con Edison.

      (i)   Employment related insurance.

            (a)   Workers' Compensation Insurance and Disability Insurance
                  Benefits as required by law.

            (b)   Employer's Liability Insurance, including accidents (with a
                  limit of $500,000 per accident) and occupation diseases (with
                  a limit of $500,000


                                       18
<PAGE>   19

                  per employee).

            (c)   Where applicable, insurance required by the United States
                  Longshoremen's and harbor Workers' Act, the Federal Employers'
                  Liability Act, and the Jones Act.

      (ii)  Comprehensive (also called Commercial) General Liability Insurance,
            including Contractual Liability, with limits of $10,000,000 per
            occurrence for bodily injury or death and $10,000,000 per occurrence
            for property damage or a combined single limit of $10,000,000 per
            occurrence, and, for at least one year after the expiration or
            earlier termination of this L&O Agreement, Products/Completed
            Operations Liability Insurance with similar but separate and
            independent limits. Where work is to be performed in or on streets
            or sidewalks the liability policies shall have no deductibles.

            Policy deductibles shall be subject to Con Edison's approval. The
            insurance shall contain no exclusions for explosion, collapse of a
            building or structure, or underground hazards. The insurance policy
            or policies shall name Con Edison as an additional insured. There
            shall be no exclusions for claims by or on behalf of employees of
            Telergy Metro or any contractors or subcontractors of Telergy Metro
            against Con Edison based on injury or death to such employees.
            Without limitation of the exclusions that shall not be permitted,
            there shall be no exclusions for any claims by or on behalf of
            customers of Telergy Metro or by or on behalf of lessees or
            licensees of single mode dark or lit fiber optic strands in Fiber
            Optic Cable.

      (iii) Comprehensive Automobile Liability Insurance, covering all owned,
            non-owned and hired automobiles used by Telergy Metro, with limits
            of $2,000,000 per occurrence for bodily injury or death and
            $2,000,000 per occurrence for property damage or a combined single
            limit of $2,000,000 per occurrence.

      (iv)  Where any work involves the use of aircraft, Aircraft Liability
            Insurance, covering all owned, non-owned and hired aircraft,
            including helicopters, used by Telergy Metro with a combined single
            limit of $5,000,000 for bodily injury or death and property damage.
            The insurance shall name Con Edison as an additional insured.

      (v)   For any work involving asbestos abatement or lead abatement,
            Asbestos Abatement General Liability Insurance


                                       19
<PAGE>   20

            and Lead Abatement Liability Insurance, as applicable, each with a
            combined single limit of $5,000,000 for bodily injury or death and
            property damage. Each insurance policy shall name Con Edison as an
            additional insured. Where the abatement work is to be performed by a
            contractor or subcontractor, Telergy Metro shall require the
            contractor and subcontractor to name Telergy Metro, its contractor
            and subcontractor and Con Edison as additional insureds and to
            submit copies of the polices to Con Edison.

      (vi)  If any work involving excavation on Con Edison property is planned
            to be performed, thirty (30) days' advance written notice of such
            work shall be provided to Con Edison and Con Edison, within fifteen
            (15) days after receipt of such notice may, upon written notice to
            Telergy Metro, require that such pollution insurance or additional
            pollution insurance with such limits as Con Edison may require in
            its reasonable discretion be obtained by Telergy Metro prior to the
            commencement of such work, in which case each such insurance policy
            shall name Con Edison as an additional insured as well as any others
            as Con Edison may require in its reasonable discretion.

      B. Telergy Metro shall cause all insurance carried hereunder to be
endorsed by the insurer to require that the insurer furnish Con Edison with at
least 30 days' written notice prior to the effective date of cancellation of the
insurance or of any changes in policy limits or scope of coverage. All coverage
of additional insureds shall be primary as to the additional insureds.

      C. No later than the earlier of (i) five days after commencement of the
Initial Term as defined in Section 4 hereof, or (ii) three (3) days prior to any
Permitted Use of the Licensed Property, Telergy Metro shall furnish Con Edison
with Certificate(s) of Insurance signed by the insurer or its authorized
representative certifying that the required insurance has been obtained and will
not be cancelled without at least 30 days' prior written notice to Con Edison.
Such certificates shall state that the policies have been issued and are
effective, show their expiration dates, and state that Con Edison is an
additional insured with respect to all coverages enumerated in Paragraph A (ii),
(iv), and (v) of this Section. Such certificates shall not contain a disclaimer
of liability of the insurer for failure to provide Con Edison with notice of
cancellation or substantial alteration. At least 3 days prior to the Initial
Term of this L&O Agreement as defined in Section 4 hereof, Telergy Metro shall
furnish Con Edison with a copy of the insurance policy containing the coverages
enumerated in Paragraph A(ii) of this Section. Con


                                       20
<PAGE>   21

Edison shall have the right to require Telergy Metro to furnish Con Edison, upon
request, with a copy of the insurance policy or policies required under
Paragraphs A(i), A(iii), A(iv), A(v), and A(vi) of this Section. Telergy Metro
agrees that this is an insured contract. The insurance required herein is
intended to cover Con Edison for its own liability for negligence or any other
cause of action or lawsuit arising from, relating to, or connected with the
Backbone Network, any Spur Route, or the Licensed Property or any work performed
by any person or entity concerning the Backbone Network, any Spur Route, or the
Licensed Property. For purposes of interpretation of coverage of any policy of
insurance or endorsement thereto, Telergy Metro shall be deemed to have assumed
tort liability for any injury to or death of any employee of Telergy Metro, of
Con Edison, and of any contractor or subcontractor of either arising from,
relating to, or connected with the Backbone Network, any Spur Route, or the
Licensed Property or any work performed by any person or entity concerning the
Backbone Network, any Spur Route, or the Licensed Property, including injury or
death caused by the partial or sole negligence of Con Edison and notwithstanding
any statutory prohibition or limitation of Telergy Metro's indemnification
obligations hereunder.

      D. The Certificates of Insurance and the copy of insurance required under
Paragraph C of this Section shall be sent to:

            Consolidated Edison Company of New York, Inc.
            Law Department
            4 Irving Place
            New York, N.Y. 10003
            Attention: Assistant General Counsel, General Litigation

      E. Telergy Metro shall cause provisions to be a part of any contract with
any contractor hired by Telergy Metro to perform work relating to the
construction, installation, maintenance, or operation of the Backbone Network or
any Spur Routes (and shall cause any such contractor who hires a subcontractor
to cause provisions to be a part of any subcontract) which provisions: (i)
require such contractors and subcontractors to procure and maintain, without
expense to Con Edison, the same insurance as Telergy Metro is required to
procure and maintain by this L&O Agreement; (ii) require such contractors and
subcontractors to name Consolidated Edison Company of New York, Inc. as an
additional insured on such insurance policies to the same extent that Con Edison
is required to be named as an additional insured on the policies required to be
procured and maintained by Telergy Metro pursuant to this L&O Agreement; and
(iii) expressly state that such insurance and additional insured requirements
are also for the benefit of Consolidated Edison Company of New York, Inc.


                                       21
<PAGE>   22

      F. Every five (5) years after commencement of the Initial Term as defined
in Section 4 hereof, Con Edison shall have the right to amend the insurance
requirements and increase the monetary limits contained in this Section, but in
no event shall an increase in a monetary limit for insurance be more than
twenty-five percent (25%) of the monetary limits previously required under this
Section for that insurance immediately before such increase.

                 Section 12 - INDEMNIFICATION; RELEASE; WAIVER;
                             LIMITATION OF LIABILITY

      A. To the fullest extent permitted by law and to the extent not caused by
the gross negligence or willful misconduct of the Con Edison Entities, Telergy
Metro shall indemnify, defend, and hold harmless the Con Edison Entities and
their trustees, directors, officers, employees, and agents (such Con Edison
Entities and their trustees, directors, officers, employees and agents being
referred to collectively as the "Protected Parties") from and against any and
all claims, actions, liabilities, damages, costs, and expenses (including
without limitation attorney fees and other legal costs and expenses), whether
based in contract, tort (including negligence, gross negligence, and strict
liability) or otherwise, which are asserted, suffered, or incurred by any person
or entity (including Telergy Metro and the Protected Parties), and which arise
from, relate to, or are connected with the Backbone Network, any Spur Route, the
Licensed Property or any work performed by any person or entity concerning the
Backbone Network, any Spur Route, or the Licensed Property (the foregoing
claims, actions, liabilities, damages, costs, and expenses being hereinafter
referred to as the "Covered Claims"). To the fullest extent permitted by law and
to the extent not caused by the gross negligence or willful misconduct of the
Con Edison Entities, Telergy Metro hereby irrevocably and unconditionally agrees
to release and forever discharge the Protected Parties from any and all
liability for any of the Covered Claims, and to waive any and all rights to
assert any of the Covered Claims against the Protected Parties or any of them in
the future.

      B. Notwithstanding the exception contained in Paragraph A of this Section
12 relating to Covered Claims to the extent caused by the gross negligence or
willful misconduct of Con Edison, Telergy Metro and Con Edison agree, to the
fullest extent permitted by law, that under no circumstances shall the Protected
Parties or any of them be liable to Telergy Metro, whether in contract, tort
(including negligence, gross negligence, and strict liability), or otherwise,
for any special, indirect, incidental, or consequential damages (including but
not limited to damage, loss, liability, costs, and expenses resulting from loss
of use,


                                       22
<PAGE>   23

loss of business or business opportunities, loss of profits or revenue, costs of
capital, loss of goodwill, claims of customers, claims of unrelated companies
and other third parties, cost of purchased or replacement telecommunications
capacity, and like items of special, indirect, incidental, or consequential loss
and damage) asserted, suffered, or incurred by any person or entity (including
Telergy Metro and the Protected Parties), which arise, relate to or are
connected with this L&O Agreement, the implementation of same, the Backbone
Network, any Spur Route, the Licensed Property, or any work performed by any
person or entity concerning the Backbone Network, any Spur Route, or the
Licensed Property regardless of whether or not such damages, loss, liability,
costs or expenses are caused in whole or in part by the acts or omissions
(including negligence, gross negligence or willful acts) of the Protected
Parties or any of them. The damages referred to in this Paragraph B are
hereinafter referred to as the "Consequential Losses." To the fullest extent
permitted by law, Telergy Metro hereby irrevocably and unconditionally agrees to
release and forever discharge the Protected Parties from any and all liability
for any Consequential Losses and to waive any and all rights to recover any
Consequential Losses from the Protected Parties or any of them in the future. To
the fullest extent permitted by law, Telergy Metro shall indemnify, defend, and
hold the Protected Parties harmless from and against any and all Consequential
Losses (including any attorneys fees and any other legal costs and expenses in
connection therewith) asserted, suffered or incurred by any person or entity
(including the parties hereto).

      C. If a court of competent jurisdiction determines that any provision of
Paragraph A or B of this Section 12 is unenforceable, the total liability of the
Protected Parties or any of them for all matters which otherwise would have been
covered by such Paragraphs shall be [***]. If a court of competent jurisdiction
determines that any provision of Paragraphs A or B of this Section or the
preceding sentence of this Paragraph C is unenforceable, such court shall limit
the operation of such provision so as to give it the effect intended to the
fullest extent permitted by law.

                       Section 13 - DAMAGE AND DESTRUCTION

      A. Without limitation of Section 12, to the extent that any portion of the
Backbone Network or of any Spur Route or of the Licensed Property shall be
damaged or destroyed during the Initial Term or any First Renewal Term or any
Second Renewal Term of this L&O Agreement by any cause other than the gross
negligence or willful misconduct of the Con Edison Entities, such damage or
destruction shall be promptly repaired or replaced at Telergy Metro's sole
expense and there shall be no abatement or reduction

CONFIDENTIAL

[***] Confidential treatment has been requested with respect to material
omitted on this page. The omitted portions have been filed separately with the
Securities and Exchange Commission.

                                       23
<PAGE>   24

in the Compensation or Equivalent Compensation to be paid or provided to Con
Edison hereunder; provided, however, that to the extent that any such damage or
destruction results in any Equivalent Compensation that is to be provided to Con
Edison with regard to the Backbone Network not being provided to Con Edison for
a period in excess of 48 hours in any thirty (30) day period, then, for the
period that any such Equivalent Compensation is not so provided due to such
damage or destruction, Telergy Metro, in lieu of providing any such Equivalent
Compensation with regard to the Backbone Network (except for any Equivalent
Compensation that Con Edison elects to continue to receive as provided in this
sentence), shall pay Compensation (based on Exhibit 3 hereof and without any set
off for the value of Equivalent Compensation) to Con Edison for the location of
the entire Backbone Network in, on, over or through the Licensed Property less
the value (as set forth in Exhibit 3 hereof) of any Equivalent Compensation with
regard to the Backbone Network that Con Edison, in its sole discretion (which is
not to be judged by any standard of reasonableness or any other similar
standard), elects, by written notice to Telergy Metro sent within thirty (30)
days after Con Edison has actual knowledge of such damage or destruction, to
continue to receive. Such obligation to pay Compensation in lieu of providing
Equivalent Compensation shall continue until such time as all Equivalent
Compensation with regard to the Backbone Network that was provided prior to such
damage or destruction can again be provided to Con Edison. Con Edison's rights
in Exhibit 3 hereof to otherwise change the election of any Equivalent
Compensation with regard to the Backbone Network shall not be limited or
otherwise adversely affected by any such damage or destruction or by the rights
or obligations contained in this paragraph. Until such time as all Equivalent
Compensation that was provided with regard to the Backbone Network prior to such
damage or destruction can again be provided to Con Edison, Con Edison shall not
be required to receive any Equivalent Compensation with regard to the Backbone
Network notwithstanding anything to the contrary in Exhibit 3 hereof. To the
extent that any such damage or destruction results in any Equivalent
Compensation that is to be provided to Con Edison with regard to any Spur Route
not being provided to Con Edison for a period in excess of 48 hours in any
thirty (30) day period, then, for the period that any such Equivalent
Compensation is not so provided due to such damage or destruction, Telergy
Metro, in lieu of providing any such Equivalent Compensation with regard to the
affected Spur Route(s) (except for any Equivalent Compensation that Con Edison
elects to continue to receive as provided in this sentence), shall pay
Compensation to Con Edison (based on Exhibit 3 hereof and without any set off
for the value of Equivalent Compensation) for the location of the affected Spur
Route(s) in, on, over, or through the Licensed Property less the value (as set
forth in Exhibit 3 hereof) of any such Equivalent Compensation with regard to
the affected Spur Route(s) that Con Edison, in its


                                       24
<PAGE>   25

sole discretion (which is not to be judged by any standard of reasonableness or
any other similar standard), elects, by written notice to Telergy Metro sent
within thirty (30) days after Con Edison has actual knowledge of such damage or
destruction, to continue to receive. Such obligation to pay Compensation in lieu
of Equivalent Compensation with regard to an affected Spur Route shall continue
until such time as the entire Equivalent Compensation with regard to such
affected Spur Route that was provided prior to such damage or destruction can
again be provided to Con Edison (it being understood that the obligation under
this paragraph to pay Compensation in lieu of providing Equivalent Compensation
with regard to an affected Spur Route shall cease for that Spur Route when the
entire Equivalent Compensation for such Spur Route that was provided prior to
such damage or destruction can again be provided to Con Edison, even though the
entire Equivalent Compensation with regard to another affected Spur Route cannot
yet be provided to Con Edison and the obligation under this paragraph to pay
Compensation in lieu of providing Equivalent Compensation with regard to such
other affected Spur Route continues). Con Edison's rights in Exhibit 3 to
otherwise change the election of any Equivalent Compensation with regard any
Spur Route shall not be limited or otherwise adversely affected by any such
damage or destruction or the rights or obligations contained in this paragraph.
Until such time as such entire Equivalent Compensation with regard to the
affected Spur Route(s) that was provided prior to such damage or destruction can
again be provided to Con Edison, Con Edison shall not be required to receive any
Equivalent Compensation with regard to the affected Spur Route(s)
notwithstanding anything to the contrary in Exhibit 3 hereof.

      B. To the extent that (i) any portion of the Backbone Network or of any
Spur Route is damaged or destroyed during the Initial Term or any First Renewal
Term or any Second Renewal Term of this L&O Agreement by the gross negligence or
willful misconduct of Con Edison, or (ii) any portion of the Backbone Network or
of any Spur Route is made inoperable by any damage or destruction to any portion
of the Licensed Property caused by the gross negligence or willful misconduct of
Con Edison during the Initial Term, any First Renewal Term or any Second Renewal
Term of this L&O Agreement, such damage or destruction to the Backbone Network,
any Spur Route, or any such Licensed Property shall be promptly repaired or
replaced at Con Edison's sole expense. Such obligation to promptly repair or
replace shall be the sole and exclusive remedy of Telergy Metro against Con
Edison arising from, relating to, or connected with any damage or destruction to
the Backbone Network, any Spur Route or the Licensed Property, except that
Telergy Metro's obligation to pay Compensation or provide Equivalent
Compensation with regard to any portion of the Backbone Network or of any Spur
Route made inoperable by damage or destruction to any portion of the Backbone
Network or of any Spur Route or of the Licensed Property that is caused by the
gross


                                       25
<PAGE>   26

negligence or willful misconduct of Con Edison shall be suspended until such so
caused damage or destruction is repaired or replaced. Con Edison's rights in
Exhibit 3 to otherwise change the election of any Equivalent compensation shall
not be limited or otherwise adversely affected by any such damage or destruction
or the rights and obligations contained in this paragraph.

      C. Notwithstanding anything to the contrary in Paragraphs A or B of this
Section 13, proceeds from the insurance required by this L&O Agreement on
account of damage or destruction to the Licensed Property, the Backbone Network
or any Spur Route shall be applied to the cost of repairing or replacing such
damage or destruction and the party responsible for bearing the cost of such
repair or replacement only shall be responsible for such cost to the extent it
exceed such insurance proceeds.

                            Section 14 - CONDEMNATION

      A. If any portion of the Backbone Network or of any Spur Route shall be
taken under the power of eminent domain and result in any Equivalent
Compensation that is to be provided to Con Edison with regard to the Backbone
Network not being provided to Con Edison for a period in excess of 48 hours in
any thirty (30) day period, then, for the period that any such Equivalent
Compensation is not so provided due to such taking, Telergy Metro, in lieu of
providing any such Equivalent Compensation with regard to the Backbone Network
(except for any Equivalent Compensation that Con Edison elects to continue to
receive as provided in this sentence and except as otherwise provided in this
paragraph), shall pay Compensation (based on Exhibit 3 hereof and without any
set off for the value of Equivalent Compensation) to Con Edison for the location
of the entire Backbone Network in, on, over, or through the Licensed Property
less the value (as set forth in Exhibit 3 hereof) of any Equivalent Compensation
with regard to the Backbone Network that Con Edison, in its sole discretion
(which is not to be judged by any standard of reasonableness or any other
similar standard), elects, by written notice to Telergy Metro sent within thirty
(30) days after Con Edison has actual knowledge of such taking, to continue to
receive. Such obligation to pay Compensation in lieu of providing Equivalent
Compensation shall continue until such time as all Equivalent Compensation with
regard to the Backbone Network that was provided prior to such taking can again
be provided to Con Edison. Con Edison's rights in Exhibit 3 to otherwise change
the election of any Equivalent Compensation with regard to the Backbone Network
shall not be limited or otherwise adversely affected by any such taking or by
the rights or obligations contained in this paragraph. Until such time as all
Equivalent Compensation with regard to the Backbone Network that was provided
prior to such taking can again be provided to Con Edison, Con Edison shall not
be required to receive any Equivalent Compensation with regard to


                                       26
<PAGE>   27

the Backbone Network notwithstanding anything to the contrary in Exhibit 3
hereof. If any portion of the Backbone Network or of any Spur Route shall be
taken under the power of eminent domain and result in any Equivalent
Compensation that is to be provided to Con Edison with regard to any Spur Route
not being provided to Con Edison for a period in excess of 48 hours in any
thirty (30) day period, then, for the period that any such Equivalent
Compensation is not so provided due to such taking, Telergy Metro, in lieu of
providing any such Equivalent Compensation with regard to the affected Spur
Route(s) (except for any Equivalent Compensation that Con Edison elects to
continue to receive as provided in this sentence and except as otherwise
provided in this paragraph), shall pay Compensation (based on Exhibit 3 hereof
and without any set off for the value of Equivalent Compensation) for the
location of the affected Spur Route(s) in, on, over, or through the Licensed
Property less the value (as set forth in Exhibit 3 hereof) of any such
Equivalent Compensation with regard to the affected Spur Route(s) that Con
Edison, in its sole discretion (which is not to be judged by any standard of
reasonableness or any other similar standard), elects, by written notice to
Telergy Metro sent within thirty (30) days after Con Edison has actual knowledge
of such taking, to continue to receive. Such obligation to pay Compensation in
lieu of providing Equivalent Compensation with regard to an affected Spur Route
shall continue until such time as the entire Equivalent Compensation with regard
to the affected Spur Route that was provided prior to such taking can again be
provided to Con Edison (it being understood that the obligation under this
paragraph to pay Compensation in lieu of providing Equivalent Compensation for
an affected Spur Route shall cease for that Spur Route when the entire
Equivalent Compensation for such Spur Route that was provided prior to such
taking can again be provided to Con Edison, even though the entire Equivalent
Compensation with regard to another affected Spur Route that was provided prior
to such taking cannot yet be provided to Con Edison and the obligation under
this paragraph to pay Compensation in lieu of providing Equivalent Compensation
with regard to such other affected Spur Route continues). Con Edison's rights in
Exhibit 3 to otherwise change the election of any Equivalent Compensation with
regard to any Spur Route shall not be limited or otherwise adversely affected by
any such taking or the rights or obligations contained in this paragraph. Until
such time as all Equivalent Compensation with regard to the affected Spur
Route(s) can again be provided to Con Edison, Con Edison shall not be required
to receive any Equivalent Compensation with regard to the affected Spur Route(s)
notwithstanding anything to the contrary in Exhibit 3 hereof. Notwithstanding
anything to the contrary in the foregoing, as of the date Telergy Metro yields
possession to the condemning authority of the portion of the Backbone Network or
of any Spur Route so taken, Telergy Metro shall be relieved of the obligation to
pay Con Edison the Compensation that otherwise would be owed in


                                       27
<PAGE>   28

accordance with this paragraph and Exhibit 3 hereof for the location in, on,
over, or through the Licensed Property of the portion of the Backbone Network or
of any Spur Route so taken. In the event that such a taking of a portion of the
Backbone Network or of any Spur Route results in any portion of the Licensed
Property not being available for the Permitted Use of any replacement in kind of
the portion of the Backbone Network or of any Spur Route so taken, Con Edison
shall endeavor in good faith to provide, on terms reasonably acceptable to Con
Edison (which terms must also be reasonably acceptable to Telergy Metro), other
Con Edison property as a substitute for such unavailable Licensed Property and
Telergy Metro shall endeavor in good faith to obtain, on terms reasonably
acceptable to it, the use of property of others as a substitute for such
unavailable Licensed Property. Notwithstanding anything to the contrary in this
paragraph, if Telergy Metro can demonstrate to Con Edison's reasonable
satisfaction that the cost to Telergy Metro of repairing or altering the
Backbone Network and any Spur Routes so as to restore or replace the operation
of the portions of the Backbone Network and any Spur Routes made inoperable by
such taking will exceed $1,000,000, then Telergy Metro may terminate this L&O
Agreement upon written notice received by Con Edison not later than sixty (60)
days after the date that Telergy Metro yields possession to the condemning
authority of the portion of the Backbone Network and any Spur Route so taken and
such termination shall be without any liability on account of such termination
except for any obligation pursuant to Section 10 hereof.

      B. To the extent that any portion of the Licensed Property shall be taken
under the power of eminent domain, commencing with the date that Con Edison
yields possession to the condemning authority of the portion of the Licensed
Property so taken (i) the Compensation that is to be paid for, and/or the
Equivalent Compensation that is to be provided with regard to, any portion of
the Backbone Network or of any Spur Route located in, on, over, or through the
portion of the Licensed Property so taken shall not be paid and/or provided
except as described herein, and (ii) the Compensation that is to be paid for,
and/or the Equivalent Compensation that is to be provided with regard to any
portion of the Backbone Network or of any Spur Route that is not contained in
the portion of the Licensed Property so taken but that is made inoperable by the
taking of such portion of the Licensed Property shall not be paid and/or
provided except as described herein. In the event that such a taking of Licensed
Property makes a portion of the Backbone Network or of any Spur Routes
inoperable, Con Edison shall endeavor in good faith to provide, on terms
reasonably acceptable to Con Edison (which terms must also be reasonably
acceptable to Telergy Metro), other Con Edison property as a substitute for the
Licensed Property so taken and Telergy Metro shall endeavor in good faith to
obtain, on terms reasonably acceptable to it, the use of property of others as a
substitute for the Licensed Property so taken. Upon the earlier


                                       28
<PAGE>   29

of (i) an agreement of Con Edison and Telergy Metro with regard to other Con
Edison property as a substitute for the Licensed Property so taken, or (ii) an
agreement between Telergy Metro and another property owner for the use by
Telergy Metro of such other owner's property as a substitute for the Licensed
Property so taken, but in any event no later than ninety (90) days after the
date that Con Edison yield possession of the Licensed Property so taken, Telergy
Metro's obligation to pay Compensation for and/or provide Equivalent
Compensation with regard to any portion of the Backbone Network or of any Spur
Route not located in, on, over, or through the portion of the Licensed Property
so taken but made inoperable by such taking shall resume unless (x) no such
agreement between Con Edison and Telergy Metro or between Telergy Metro and
another property owner is made within such ninety (90) day period, and (y)
within ten (10) days after the expiration of such ninety (90) day period, either
party terminates this L&O Agreement by written notice sent to the other party
within such ten (10) day period (which termination shall be without liability to
the other party on account of such termination except for any obligation
pursuant to Section 10 hereof. Notwithstanding anything to the contrary in the
foregoing, if the portion of the Licensed Property so taken is property in, on,
over, or through which more than ten percent (10%) of the sum of the length, in
linear feet, of the Backbone Network and any Spur Routes is located, then either
party may terminate this L&O Agreement upon written notice received by the other
party not later than sixty (60) days after the date that Con Edison yields
possession to the condemning authority of the portion of the Licensed Property
so taken and such termination shall be without any liability on account of such
termination except for any obligation pursuant to Section 10 hereof. Should this
L&O Agreement not be terminated in accordance with this paragraph and Telergy
Metro's obligation to pay compensation and/or provide Equivalent Compensation
with regard to any portion of the Backbone Network or of any Spur Route not
located in, on, over, or through the portion of the Licensed Property so taken
but made inoperable by such taking therefore resume in accordance with this
paragraph, Telergy Metro may be unable to provide the Equivalent Compensation
that it provided prior to such taking. In the event that any Equivalent
Compensation that was provided with regard to the Backbone Network prior to such
taking cannot be provided, Telergy Metro, in lieu of providing any such
Equivalent Compensation with regard to the Backbone Network (except for any
Equivalent Compensation that Con Edison elects to continue to receive as
provided in this sentence and except as otherwise provided in this paragraph),
shall pay Compensation (based on Exhibit 3 hereof and without any set off for
the value of Equivalent Compensation) to Con Edison for the location of the
entire Backbone Network in, on, over, or through the Licensed Property less the
value (as set forth in Exhibit 3 hereof) of any Equivalent Compensation with
regard to the Backbone Network that Con Edison in its sole discretion (which is
not to be


                                       29
<PAGE>   30

judged by any standard of reasonableness or any other similar standard), elects,
by written notice to Telergy Metro to continue to receive. Such obligation to
pay Compensation in lieu of providing Equivalent Compensation shall continue
until such time as all Equivalent Compensation with regard to the Backbone
Network that was provided prior to such taking can again be provided to Con
Edison. Con Edison's rights in Exhibit 3 to otherwise change the election of any
Equivalent Compensation with regard to the Backbone Network shall not be limited
or otherwise adversely affected by any such taking or by the rights or
obligations contained in this paragraph. Until such time as all Equivalent
Compensation with regard to the Backbone Network that was provided prior to such
taking can again be provided to Con Edison, Con Edison shall not be required to
receive any Equivalent Compensation with regard to the Backbone Network
notwithstanding anything to the contrary in Exhibit 3 hereof. In the event that
any Equivalent Compensation that was provided with regard to a Spur Route prior
to such taking cannot be provided, Telergy Metro, in lieu of providing any such
Equivalent Compensation with regard to the affected Spur Route(s) (except for
any Equivalent Compensation that Con Edison elects to continue to receive as
provided in this sentence and except as otherwise provided in this paragraph),
shall pay Compensation (based on Exhibit 3 hereof and without any set off for
the value of Equivalent Compensation) for the location of the affected Spur
Route(s) in, on, over, or through the Licensed Property less the value (as set
forth in Exhibit 3 hereof) of any such Equivalent Compensation with regard to
the affected Spur Route(s) that Con Edison, in its sole discretion (which is not
to be judged by any standard of reasonableness or any other similar standard),
elects, by written notice to Telergy Metro to continue to receive. Such
obligation to pay Compensation in lieu of providing Equivalent Compensation with
regard to an affected Spur Route shall continue until such time as the entire
Equivalent Compensation with regard to the affected Spur Route that was provided
prior to such taking can again be provided to Con Edison (it being understood
that the obligation under this paragraph to pay Compensation in lieu of
providing Equivalent Compensation for an affected Spur Route shall cease for
that Spur Route when the entire Equivalent Compensation for such Spur Route that
was provided prior to such taking can again be provided to Con Edison, even
though the entire Equivalent Compensation with regard to another affected Spur
Route that was provided prior to such taking cannot yet be provided to Con
Edison and the obligation under this paragraph to pay Compensation in lieu of
providing Equivalent Compensation with regard to such other affected Spur Route
continues). Con Edison's rights in Exhibit 3 to otherwise change the election of
any Equivalent Compensation with regard to any Spur Route shall not be limited
or otherwise adversely affected by any such taking or the rights or obligations
contained in this paragraph. Until such time as all Equivalent Compensation with
regard to the affected Spur Route(s)


                                       30
<PAGE>   31

can again be provided to Con Edison, Con Edison shall not be required to receive
any Equivalent Compensation with regard to the affected Spur Route(s)
notwithstanding anything to the contrary in Exhibit 3 hereof.

      C. Each party shall notify the other in writing promptly after it learns
that any eminent domain taking of any portion of the Backbone Network, any Spur
Route, or the Licensed Property is threatened.

      D. All compensation awarded for any taking of the Licensed Property or any
portion thereof by power of eminent domain shall belong to Con Edison; provided,
however, that nothing contained herein shall prevent Telergy Metro from applying
(if permitted by law) for reimbursement from the condemning authority for any
expense it suffers relating to or arising from any such taking, including but
not limited to, any expense related to any obligation of Telergy Metro that
arises from such taking for the removal, alteration, relocation, repair,
installation or construction of any portion of the Backbone Network or any Spur
Route, but only if such application will not reduce the amount of the award or
other compensation otherwise recoverable from the condemning authority by Con
Edison.

      E. All compensation awarded for any taking of the Backbone Network or any
Spur Route or any portion thereof by power of eminent domain shall belong to
Telergy Metro; provided, however, that nothing contained herein shall prevent
Con Edison from applying (if permitted by law) for reimbursement from the
condemning authority for any expense it suffers relating to or arising from any
such taking, but only if such application will not reduce the amount of the
award or other compensation otherwise recoverable from the condemning authority
by Telergy Metro.

                 Section 15 - RELOCATION DUE TO PUBLIC PROJECTS

      A. If any portion of the Licensed Property is required by any governmental
authority to be relocated or protected/supported in place at Con Edison's
expense in whole or in part due to its interference with any public project,
then Telergy Metro and Con Edison shall have the following obligations:

      (i)   if the affected portion of the Licensed Property is a pole, Telergy
            Metro shall reimburse Con Edison for that fraction of the cost and
            expense of relocating or protecting/supporting in place the pole
            (inclusive of the cost and expense of relocating or
            protecting/supporting in place the wires attached to such utility
            pole)


                                       31
<PAGE>   32

            which is equal to the fraction where [***].

      (ii)  if the affected portion of the Licensed Property is an underground
            duct in a ductbank or portion thereof (or an associated manhole or
            portion thereof)that must be relocated or protected/supported in
            place, Telergy Metro shall reimburse Con Edison for that fraction of
            the cost and expense of relocating or protecting/supporting in place
            such ductbank or portion thereof (or such manhole or portion
            thereof) which is equal to the fraction where the numerator is [***]

CONFIDENTIAL

[***] Confidential treatment has been requested with respect to material omitted
      on this page. The omitted portions have been filed separately with the
      Securities and Exchange Commission.

                                       32
<PAGE>   33

      (iii) if the affected portion of the Licensed Property is a service
            entrance pipe (or an associated service box) that must be relocated
            or protected/supported in place, Telergy Metro shall reimburse Con
            Edison for that fraction of the cost and expense of relocating or
            protecting/supporting in place such service entrance pipe (or such
            service box) which is equal to the fraction where the numerator is
            [***]


CONFIDENTIAL

[***] Confidential treatment has been requested with respect to material omitted
      on this page. The omitted parties have been filed separately with the
      Securities and Exchange Commission.


                                       33
<PAGE>   34

            Licensed Property is a transmission tower, Telergy Metro shall
            reimburse Con Edison for that fraction of the cost and expense of
            relocating or protecting/supporting in place the transmission tower
            (inclusive of the cost and expense of relocating or
            protecting/supporting in place the wires attached to such
            transmission tower) which is equal to the fraction where the
            numerator is [***].

      Section 16 - REPRESENTATIONS AND WARRANTIES OF TELERGY METRO

      Telergy Metro makes the following representations and warranties to Con
Edison as of the date of this L&O Agreement:

      (i)   Telergy Metro is a limited liability company duly organized and
            validly existing under the laws of the state of New York and has all
            the necessary power and authority to execute, deliver and perform
            its obligations under this L&O Agreement.

      (ii)  The execution, delivery and performance by Telergy Metro of this L&O
            Agreement does not conflict with, or constitute a breach of or a
            default under, any law, regulation, order, license, contract or
            instrument to which Telergy Metro is subject or by which Telergy
            Metro is bound.

      (iii) This L&O Agreement constitutes the valid and binding agreement of
            Telergy Metro, enforceable against Telergy Metro in accordance with
            its terms.

            Section 17 - REPRESENTATIONS AND WARRANTIES OF CON EDISON

      Con Edison makes the following representations and warranties to Telergy
Metro as of the date of this L&O Agreement:

      (i)   Con Edison is a corporation duly organized and validly existing
            under the laws of the state of New York and,

CONFIDENTIAL

[***]     Confidential treatment has been requested with respect to material
          omitted on this page. The omitted portions have been filed separately
          with the Securities and Exchange Commission.

                                       34
<PAGE>   35

            subject to approval of this L&O Agreement by the New York State
            Public Service Commission, has all the necessary power and authority
            to execute, deliver and perform its obligations under this L&O
            Agreement.

      (ii)  The execution, delivery and performance by Con Edison of this L&O
            Agreement does not conflict with, or constitute a breach of or a
            default under, any law, regulation, order, license, contract or
            instrument to which Con Edison is subject or by which Con Edison is
            bound.

      (iii) This L&O Agreement constitutes the valid and binding agreement of
            Con Edison, enforceable against Con Edison in accordance with its
            terms.

                       Section 18 - TERMINATION FOR BREACH

      If a party breaches a material term or condition of this L&O Agreement,
the non-breaching party may terminate this L&O Agreement after at least 30 days
has expired since it has given the breaching Party written notice of the nature
of the breach and its intention to terminate, provided that the breaching party
does not cure the claimed breach within such 30 day period or within such longer
period as may be provided in the written notice from the non-breaching party. If
the breach has not been cured within such 30 day period or within such longer
period as may be provided in the first written notice from the non-breaching
party, the non-breaching party shall send a second written notice to the
breaching party notifying the breaching party that this L&O Agreement is
terminated. Notwithstanding the foregoing, (a) Con Edison may terminate on
shorter notice than provided above and/or without any opportunity by Telergy
Metro to cure if Telergy Metro interferes with any contract, mortgage, lien,
encumbrance, restriction, lease, license, easement, right, or privilege
affecting the Licensed Property or use of the Licensed Property to which the
License Grant and Permitted Use are subject and subordinate pursuant to Section
2, paragraph C hereof if such shorter notice and/or no opportunity to cure is
necessary to protect the interests of Con Edison or any other party under or
with regard to any such contract, mortgage, lien, encumbrance, restriction,
lease, license, easement, right, or privilege (provided, however, that a cure
period shall be granted by Con Edison unless granting a cure period would
violate the other contract, mortgage, lien, encumbrance, restriction, lease,
license, easement, right, or privilege); and (b) Con Edison may terminate this
L&O Agreement immediately upon sending written notice of such termination to
Telergy Metro, without any opportunity by Telergy Metro to cure, if Telergy
Metro interferes with any Use For Public Utility Purposes as defined in Section
2,


                                       35
<PAGE>   36

Paragraph C hereof.

      Section 19 - RECALL OF LICENSED PROPERTY; TERMINATION FOR REASONS OTHER
THAN BREACH

      A. If: (i) Con Edison determines in its sole discretion (which is not to
be judged by any standard of reasonableness or any similar standard) that it
(or, to the extent permitted by it, any of the Con Edison Entities) requires any
portion of the Licensed Property for any Use For Public Utility Purposes as
defined in Paragraph C of Section 2 hereof to the exclusion of the Permitted Use
by Telergy Metro; or (ii) any portion of the Licensed Property is sold or
demolished in Con Edison's sole discretion ("Sale/Demolition Purposes"); or
(iii) any law, regulation, rule, ordinance, or executive order or any order,
judgment, or ruling of any court or governmental agency or body of competent
jurisdiction requires that any portion of the Backbone Network or any Spur Route
be removed from, or not operate on, any portion of Licensed Property ("Legal
Requirements"), then, upon thirty (30) days' advance written notice to Telergy
Metro or upon such shorter written notice as may be reasonably required under
the circumstances, Con Edison shall have the right to remove the affected
portion of the Licensed Property from the Licensed Property in the License Grant
(which action shall be referred to as a "recall" of the affected Licensed
Property), Telergy Metro shall no longer be entitled to use the Licensed
Property so recalled, and within such thirty (30) day period or such shorter
period as may be required under the circumstances, the portion of the Backbone
Network and any Spur Route located in, on, over, or through such recalled
Licensed Property shall be removed from such Licensed Property at Telergy
Metro's expense.

      B. Commencing with the date that the portion of the Backbone Network and
any Spur Route located in, on, over, or through the recalled Licensed Property
is removed therefrom in accordance with paragraph A of this Section, (i) the
Compensation that is to be paid for, and/or the Equivalent Compensation that is
to be provided with regard to, any portion of the Backbone Network or of any
Spur Route located in, on, over, or through the recalled Licensed Property shall
not be paid and/or provided except as described herein, and (ii) the
Compensation that is to be paid for, and/or the Equivalent Compensation that is
to be provided with regard to any portion of the Backbone Network or of any Spur
Route that is not contained in the recalled Licensed Property but that is made
inoperable by the recall of such Licensed Property shall not be paid and/or
provided except as described herein. In the event that such a recall of Licensed
Property makes a portion of the Backbone Network or of any Spur Routes
inoperable, Con Edison shall endeavor in good faith to provide, on terms
reasonably acceptable to Con Edison (which terms must also be


                                       36
<PAGE>   37

reasonably acceptable to Telergy Metro), other Con Edison property as a
substitute for the Licensed Property so recalled and Telergy Metro shall
endeavor in good faith to obtain, on terms reasonably acceptable to it, the use
of property of others as a substitute for the Licensed Property so recalled.
Upon the earlier of (i) an agreement of Con Edison and Telergy Metro with regard
to other Con Edison property as a substitute for the Licensed Property so
recalled, or (ii) an agreement between Telergy Metro and another property owner
for the use by Telergy Metro of such other owner's property as a substitute for
the Licensed Property so recalled, but in any event no later than ninety (90)
days after the date that the portion of the Backbone Network or any Spur Route
located in, on, over, or through the recalled Licensed Property is required to
be removed in accordance with paragraph A of this Section, Telergy Metro's
obligation to pay Compensation for and/or provide Equivalent Compensation with
regard to any portion of the Backbone Network or of any Spur Route not located
in, on, over, or through the portion of the Licensed Property so recalled but
made inoperable by such recall shall resume unless (x) no such agreement between
Con Edison and Telergy Metro or between Telergy Metro and another property owner
is made within such ninety (90) day period, and (y) within ten (10) days after
the expiration of such ninety (90) day period, Telergy Metro terminates this L&O
Agreement by written notice received by Con Edison within such ten (10) day
period (which termination shall be without liability on account of such
termination except for any obligation concerning the removal of the Backbone
Network and any Spur Routes from the Licensed Property upon termination of this
L&O Agreement). Notwithstanding anything to the contrary in the foregoing, if
the portion of the Licensed Property so recalled is property in, on, over, or
through which more than ten percent (10%) of the sum of the length, in linear
feet, of the Backbone Network and any Spur Routes is located, then Telergy Metro
may terminate this L&O Agreement upon written notice received by Con Edison not
later than sixty (60) days after the date that that the portion of the Backbone
Network or any Spur Route located in, on, over, or through the recalled Licensed
Property is required to be removed in accordance with paragraph A of this
Section, and such termination shall be without any liability on account of such
termination except for any obligation concerning the removal of the Backbone
Network and any Spur Routes from the Licensed Property upon termination of this
L&O Agreement. Should this L&O Agreement not be terminated in accordance with
this paragraph and Telergy Metro's obligation to pay Compensation and/or provide
Equivalent Compensation with regard to any portion of the Backbone Network or of
any Spur Route not located in, on, over, or through the portion of the Licensed
Property so recalled but made inoperable by such recall therefore resume in
accordance with this paragraph, Telergy Metro may be unable to provide the
Equivalent Compensation that it provided prior to such recall. In the event that
any Equivalent Compensation that was provided with regard to


                                       37
<PAGE>   38

the Backbone Network prior to such recall cannot be provided, Telergy Metro, in
lieu of providing any such Equivalent Compensation with regard to the Backbone
Network (except for any Equivalent Compensation that Con Edison elects to
continue to receive as provided in this sentence and except as otherwise
provided in this paragraph), shall pay Compensation (based on Exhibit 3 hereof
and without any set off for the value of Equivalent Compensation) to Con Edison
for the location of the entire Backbone Network in, on, over, or through the
Licensed Property less the value (as set forth in Exhibit 3 hereof) of any
Equivalent Compensation with regard to the Backbone Network that Con Edison in
its sole discretion (which is not to be judged by any standard of reasonableness
or any other similar standard), elects, by written notice to Telergy Metro to
continue to receive. Such obligation to pay Compensation in lieu of providing
Equivalent Compensation shall continue until such time as all Equivalent
Compensation with regard to the Backbone Network that was provided prior to such
taking can again be provided to Con Edison. Con Edison's rights in Exhibit 3 to
otherwise change the election of any Equivalent Compensation with regard to the
Backbone Network shall not be limited or otherwise adversely affected by any
such recall or by the rights or obligations contained in this paragraph. Until
such time as all Equivalent Compensation with regard to the Backbone Network
that was provided prior to such recall can again be provided to Con Edison, Con
Edison shall not be required to receive any Equivalent Compensation with regard
to the Backbone Network notwithstanding anything to the contrary in Exhibit 3
hereof. In the event that any Equivalent Compensation that was provided with
regard to a Spur Route prior to such recall cannot be provided, Telergy Metro,
in lieu of providing any such Equivalent Compensation with regard to the
affected Spur Route(s) (except for any Equivalent Compensation that Con Edison
elects to continue to receive as provided in this sentence and except as
otherwise provided in this paragraph), shall pay Compensation (based on Exhibit
3 hereof and without any set off for the value of Equivalent Compensation) for
the location of the affected Spur Route(s) in, on, over, or through the Licensed
Property less the value (as set forth in Exhibit 3 hereof) of any such
Equivalent Compensation with regard to the affected Spur Route(s) that Con
Edison, in its sole discretion (which is not to be judged by any standard of
reasonableness or any other similar standard), elects, by written notice to
Telergy Metro to continue to receive. Such obligation to pay Compensation in
lieu of providing Equivalent Compensation with regard to an affected Spur Route
shall continue until such time as the entire Equivalent Compensation with regard
to the affected Spur Route that was provided prior to such recall can again be
provided to Con Edison (it being understood that the obligation under this
paragraph to pay Compensation in lieu of providing Equivalent Compensation for
an affected Spur Route shall cease for that Spur Route when the entire
Equivalent Compensation


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<PAGE>   39

for such Spur Route that was provided prior to such recall can again be provided
to Con Edison, even though the entire Equivalent Compensation with regard to
another affected Spur Route that was provided prior to such recall cannot yet be
provided to Con Edison and the obligation under this paragraph to pay
Compensation in lieu of providing Equivalent Compensation with regard to such
other affected Spur Route continues). Con Edison's rights in Exhibit 3 to
otherwise change the election of any Equivalent Compensation with regard to any
Spur Route shall not be limited or otherwise adversely affected by any such
recall or the rights or obligations contained in this paragraph. Until such time
as all Equivalent Compensation with regard to the affected Spur Route(s) can
again be provided to Con Edison, Con Edison shall not be required to receive any
Equivalent Compensation with regard to the affected Spur Route(s)
notwithstanding anything to the contrary in Exhibit 3 hereof.

      C. In the event of a recall of Licensed Property pursuant to this Section,
the sole and exclusive remedies of Telergy Metro shall be as provided in
Paragraph B of this Section and Con Edison shall have no other obligation or
liability to any person or entity ("Recall Liability") on account of such
recall. Telergy Metro hereby irrevocably and unconditionally agrees to release
and forever discharge the Protected Parties (as defined in Section 12) from any
and all such Recall Liability, to waive any and all rights to assert any Recall
Liability against such Protected Parties or any of them in the future and, to
defend, indemnify and hold such Protected Parties harmless from and against any
and all claims for Recall Liability (including, without limitation, attorney
fees and other legal costs and expenses incurred in connection therewith).

      D. Should a party dissolve or be liquidated, or admit in writing its
inability to pay its debts as they become due, or fail to lift an execution,
garnishment or attachment of such consequence as will impair such party's
ability to perform substantially its obligations pursuant to this L&O Agreement,
or commit any act of bankruptcy, or be adjudicated as a bankrupt, or make an
assignment for the benefit of its creditors, or enter into an agreement of
composition with its creditors, or should a court of competent jurisdiction
approve a petition applicable to a party in any proceeding for the
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar proceeding instituted under the provisions of any bankruptcy act or
under any similar act in any domestic or foreign jurisdiction which may now be
in effect or hereafter enacted, or within sixty (60) days after the commencement
of any such proceeding against a party such proceeding shall not have been
dismissed, or should an answer be filed by a party admitting or not contesting
the material allegations of a petition against it in such a proceeding, or
should a trustee, receiver or liquidator of a party


                                       39
<PAGE>   40

or of any material part of its properties be appointed without such party's
consent or acquiesce and such appointment not be vacated within sixty (60) days
of such appointment, or should a party seek or consent or acquiesce in the
appointment of any trustee, receiver or liquidator of itself or of any material
part of its properties, then, to the extent that termination is not prohibited
by applicable law, the other party, upon written notice to the first party, may
terminate this L&O Agreement.

                              Section 20 - SECURITY

      As security for any provision by Telergy Metro of Equivalent Compensation,
Telergy Metro shall grant Con Edison a senior lien and security interest in the
following, the use of which are provided as Equivalent Compensation: each of the
single mode dark fiber strands provided with regard to the Backbone Network
and/or any Spur Route; the lightwave distribution patch panels at the locations
specified for such lightwave distribution patch panels in Exhibit 3 hereof with
regard to the Backbone Network; any lightwave distribution patch panels at any
locations specified in any written agreement of the parties pursuant to
Paragraph D of Section 2 hereof with regard to any Spur Route; and any Telergy
Metro-owned duct or other conduit and fiber optic facilities necessary to
properly connect such distribution light wave patch panels with such single mode
dark fiber strands (the "Secured Facilities"). Telergy Metro agrees that it
shall execute such documents and make such filings at Telergy Metro's expense as
are reasonably requested by Con Edison in order to perfect, record and file the
senior lien and security interest in such Secured Facilities the use of which
are provided as Equivalent Compensation with regard to the Backbone Network.
Telergy Metro agrees to pay any mortgage tax, recording fee, and any other costs
associated with perfecting, filing and recording such senior lien and security
interest in such Secured Facilities the use of which are provided as Equivalent
Compensation with regard to the Backbone Network, including but not limited to
any such tax, fee, or other cost associated with perfecting, filing and
recording a UCC-1. Should Con Edison wish to perfect, file and record any senior
lien and security interest in the Secured Facilities the use of which are
provided as Equivalent Compensation with regard to any Spur Route, Con Edison
shall be responsible for any taxes, fees and costs associated therewith.

                           Section 21 - FORCE MAJEURE

      Without limitation of any other provision of this L&O Agreement that
limits liability or conditions any obligation to perform, neither Party shall
have any liability for any delay in performing or any failure to perform caused
by any event or occurrence beyond its reasonable control, including but not
limited to acts of God, earthquakes, extraordinary weather


                                       40
<PAGE>   41

conditions, accidents such as fires or explosions not due to the negligence of
the party claiming the force majeure event as the reason for a delay in
performing or failure to perform, strikes, labor disputes, riots, insurrections,
acts of war (whether declared or otherwise), and acts or failures to act of
governmental authorities.

                Section 22 - SUBJECT TO PSC APPROVAL; TERMINATION

      This L&O Agreement is subject to, conditioned upon, and effective upon PSC
Approval; provided, however, that if the PSC or a court of competent
jurisdiction should subsequently modify such PSC Approval in a manner not
acceptable in the sole discretion of either party (which discretion shall not be
judged by any standard of reasonableness or any similar standard) or reverse or
otherwise negate such PSC Approval, this L&O Agreement shall terminate (which
would result, among other things, in the Backbone Network and any Spur Routes
having to be removed from the Licensed property in accordance with Section 10
hereof); and provided further, that if PSC Approval is not obtained within two
(2) years after Con Edison initially applies for such PSC Approval as referenced
in this Section, either party may terminate this L&O Agreement upon written
notice to the other party that is received by such other party within thirty
(30) days of the expiration of such two (2) year period. Within twenty-one (21)
days after this L&O Agreement has been executed by each party and delivered to
the other party, Con Edison shall apply to the New York State Public Service
Commission for such PSC Approval. Con Edison shall notify Telergy Metro in
writing that such application has been filed with the PSC within ten (10)
business days after such filing and provide Telergy Metro with a copy of the
application. After such application has been filed by Con Edison with the PSC,
Telergy Metro may seek to have such application approved by the PSC. Telergy
Metro shall not directly or indirectly attempt to have any portion of this L&O
Agreement changed during any such approval process.

                             Section 23 - SUBJECT TO
             AGREEMENT TO CONSTRUCTION/INSTALLATION REQUIREMENTS AND
                            MAINTENANCE REQUIREMENTS

      It is understood and agreed that Telergy Metro is to bear all cost and
expense associated with constructing, installing, maintaining and operating the
Backbone Network and any Spur Routes. Furthermore, any Permitted Use of the
Licensed Property is subject to and conditioned upon Telergy Metro agreeing in a
signed writing, within ninety (90) days after the date of this L&O Agreement, to
construction/installation requirements being developed by Con Edison (the
"Construction/Installation


                                       41
<PAGE>   42

Requirements") and to maintenance requirements being developed by Con Edison
(the "Maintenance Requirements"), which Construction/Installation Requirements
and/or Maintenance Requirements shall govern matters relating to or pertaining
to the construction, installation and maintenance of the Backbone Network and
any Spur Route(s). Such matters may include, but shall not be limited to:
selection of ducts, poles, service pipes, locations on transmission towers,
locations on transmission tower rights of way, requirements as to who may
perform certain work (Con Edison personnel, approved contractors, etc.),
requirements for Con Edison review and/or approval of proposed work and related
documents or drawings, qualification and training requirements for performing
work, procedures for performing services, required contractual terms and
conditions for work to be performed by other than Con Edison personnel,
requirements for notification to and coordination with Con Edison concerning
work, requirements for the presence of Con Edison personnel during work
performed by others, charges or formulas for charges for Con Edison personnel,
access, environmental requirements, safety, and training. All portions of such
contemplated Construction/Installation Requirements and Maintenance Requirements
shall be developed by Con Edison in its sole discretion (which is not to be
judged by any standard of reasonableness or any similar standard) and no matter
relating to or pertaining to the construction, installation or maintenance of
the Backbone Network or any Spur Route that may appear in this L&O Agreement
shall be deemed to limit or otherwise affect the contents of such
Construction/Installation Requirements and/or the Maintenance Requirements.
Telergy Metro agrees that it shall pay Con Edison for any work performed by Con
Edison personnel, whether or not covered by such Construction/Installation
Requirements and/or the Maintenance Requirements at prices that are not less
than those required pursuant to any affiliate transaction rules that Con Edison
is required to follow.

                      Section 24 - MISCELLANEOUS PROVISIONS

      A. Entire Agreement. This L&O Agreement, together with its referenced
documents, constitutes the entire agreement and understanding between the
parties relating to the subject matter hereof. Any prior written or oral
agreements, representations, warranties, promises or understandings between the
parties relating to such subject matter are merged in this L&O Agreement. Any
amendments to this L&O Agreement must be in writing and executed by authorized
representatives of both parties. No waiver of any right under this L&O Agreement
shall be effective unless in writing and signed by an authorized representative
of the party granting such waiver and such waiver shall be effective only with
respect to the particular event expressly referred to in such signed writing.


                                       42
<PAGE>   43

      B. Governing Law. This L&O Agreement will be governed by the laws of the
State of New York, without regard to such State's conflict of laws rules.

      C. Successors and Assigns/Assignment. This L&O Agreement shall apply to
and bind the successors and permitted assigns of the parties provided, however,
that neither Party may assign this L&O Agreement without the prior express
written consent of the other party, which consent shall not unreasonably be
withheld. Any purported assignment without such prior express written consent
shall be void. Notwithstanding the foregoing, however, (i) either party may,
without the other party's consent, assign this L&O Agreement to (1) a parent
corporation or other organization that owns or controls a majority interest in
such party, or (2) a corporation or other organization that is entirely owned or
controlled by the same corporation or other organization that entirely owns or
controls such party, or (3) a corporation or other organization that is entirely
owned or controlled by such party, and (ii) Telergy Metro may, without Con
Edison's consent, assign this L&O Agreement to Telergy Inc. Unless otherwise
agreed in a writing signed by authorized representatives of both parties, any
assignment of this L&O Agreement, whether or not requiring consent of the other
party: (1) shall be conditioned on the assignee expressly assuming all of the
obligations of the assignor under this L&O Agreement and (2) shall not be a
novation or otherwise release or discharge the assignor from any of its
obligations under this L&O Agreement.

      D. Counterparts. This L&O Agreement may be signed in one or more
counterparts, each of which is an original for all purposes but all of which
taken together constitute only one instrument.

      E. Severability. If any provision of this L&O Agreement or any application
of any such provision is held by a court of competent jurisdiction to be invalid
or unenforceable, the affected provision or application shall be stricken or
limited so as to give it the effect intended to the fullest extent permitted by
law, and the remaining provisions of this L&O Agreement and applications of such
provisions shall continue in full force and effect.

      F. Notices. All notices and other communications hereunder required to be
in writing shall be personally delivered, mailed by registered or certified
mail, return receipt requested, postage paid, or transmitted by facsimile, as
provided below. A party may change its address/facsimile number for receipt of
written notices by notifying the other party in writing of such change pursuant
to this Paragraph F.


                                       43
<PAGE>   44
            If to Con Edison

            Consolidated Edison Company of New York, Inc.
            4 Irving Place
            New York, New York 10003
            Attn:
                        Director, Technology Services - Communication
                        Services

            Telephone: (212) 460-4891
            Facsimile: (212) 228-5481

            If to Telergy Metro

            Telergy Metro, LLC
            5784 Widewaters Parkway
            Syracuse, New York 13214
            Attn: President
            Telephone (315) 449-0388
            Facsimile (315) 449-0397

With a copy to:

            Telergy, Inc.
            20 Corporate Woods
            Suite 100
            Albany, New York 12211
            Attn:  General Counsel

Such notice or other communication shall be deemed duly given when received or
refused by the addressee.


      G. Submission To Jurisdiction/Choice Of Forum/Service Of Process. The
parties hereby irrevocably submit to the jurisdiction of the courts located
within the State of New York with regard to any controversy arising out of or
relating to this L&O Agreement. The parties agree that service of process on
each other in relation to such jurisdiction may be made, at the option of the
serving party, by certified or registered mail, return receipt requested,
postage prepaid addressed as set forth below by actual personal delivery to the
party to be served at the address set forth below:

            If Con Edison Is The Party To Be Served

            Consolidated Edison Company of New York, Inc.
            4 Irving Place, Room 1618-S
            New York, New York 10003
            Attn:  Office Of The Secretary


                                       44
<PAGE>   45
            If Telergy Metro Is The Party To Be Served

            Telergy Metro, LLC
            5784 Widewaters Parkway
            Syracuse, New York 13214
            Attn: President

With a copy to:

            Telergy, Inc.
            20 Corporate Woods
            Suite 100
            Albany, New York 12211
            Attn:  General Counsel

A party may change its address/facsimile number for receipt of service of
process by notifying the other party in writing of such change pursuant to
Paragraph F of this Section 24. Service of process pursuant to this Paragraph
shall be deemed to be sufficient even under circumstances where, apart from this
L&O Agreement, there would be no jurisdictional basis for such service. Service
of process on a Party may also be effected in any manner permitted by law. The
Parties consent to the selection of the New York City, New York State and United
States courts situated within the City of New York or Westchester County (State
of New York) as the exclusive forums for any legal proceeding arising out of or
relating to this L&O Agreement.

      H. No Third Party Rights. Except as may be expressly provided herein,
nothing in this L&O Agreement is intended or shall be construed to grant any
rights or benefits to any entity or person other than the parties and their
successors and permitted assigns.

      I. No Brokers. Con Edison and Telergy Metro each represent and warrant
that no broker or other third party brought about the execution and delivery of
this L&O Agreement and no discussion or other contact was had with any broker or
other third party which could be the basis of a claim for any brokerage
commission, finder's fee or similar payment arising from, related to, or
connected with this L&O Agreement ("Broker Claims"). Each party agrees to
defend, indemnify, and hold the other party harmless from any and all Broker
Claims arising from, related to, or connected with the indemnifying party's
discussion or other contact with any broker or other third party.

      J. L&O Agreement Not Binding Until Executed And Delivered. No portion of
this L&O Agreement is binding upon a party hereto until it is executed by an
authorized representative of that party in the space provided below and
delivered to the other party.


                                       45
<PAGE>   46

Prior to such execution and delivery, neither the submission, exchange, return,
discussion, nor the negotiation of this document, whether or not this document
is then designated as a "draft" document, shall have any binding effect.


                                       46
<PAGE>   47

      IN WITNESS WHEREOF, the parties by their duly authorized representatives
have executed this L&O Agreement as of the date first above written.

TELERGY METRO, LLC                      CONSOLIDATED EDISON COMPANY
                                          OF NEW YORK, INC.


By: /s/Brian P. Kelly                   By: /s/Charles F. Soutar
   -------------------------------         -------------------------------
Name: Brian P. Kelly                    Name: Charles F. Soutar
Title: Chief Executive Officer          Title: Executive Vice President


                                       47