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                                                                EXHIBIT 10(jj)


                          RENEGOTIATION AND PAYMENT AGREEMENT
                                 


          THIS RENEGOTIATION AND PAYMENT AGREEMENT (the "Agreement") dated as 
of February 28, 1997 is entered into by and between SANWA BUSINESS CREDIT 
CORPORATION, a Delaware corporation ("SBCC") and B-41 ASSOCIATES, L.P., a 
Delaware limited partnership ("B-41"):

                                   R E C I T A L S:


     A.   SBCC and B-41 entered into a Note Purchase Agreement dated as of 
July 27, 1994, together with a number of security and other agreements which 
were entered into and delivered as of July 27, 1994.

      B.   SBCC and B-41 have renegotiated the terms and conditions of the 
Note Purchase Agreement to the end that the long term contingent payment to 
be made by B-41 to SBCC thereunder has been converted to a sum certain to be 
paid by B-41 promptly.   

   C.   SBCC and B-41 are desirous of effecting final payment of all 
obligations of B-41 to SBCC and the termination of all existing contractual 



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and business relationships between them and with respect to any entities 
affiliated with B-41.

          NOW THEREFORE, in consideration of the premises and of the terms 
and covenants herein contained, the parties hereto covenant and agree as 
follows:

          1.   In consideration of the agreement of B-41 to make the payment 
contemporaneously with the execution of this Agreement, B-41 and SBCC agree 
that the remaining purchase price payable pursuant to Section 4 of the Note 
Purchase Agreement shall be fixed at $2,750,000.  

          2.   Annexed hereto as Exhibit B is the wire transfer payment 
instruction from SBCC.

          3.   Immediately upon the timely initiation of the wire transfer of 
the renegotiated purchase price, (i) the Note Purchase Agreement and all 
exhibits, documents and agreements executed in connection therewith shall be 
terminated and of no further force or effect; and (ii) the following 
documents (the forms of each of which are annexed hereto), duly executed and 
acknowledged shall be delivered to the appropriate party:

               (a)  Releases (i) SBCC to B-41 et al.
                    (Exhibit A-1); (ii) B-41 to SBCC
                    (Exhibit A-2); (iii) York-Cogen
                    Partners, L.P. to SBCC (Exhibit A-3);
                    (iv) B-41 Management Corp. to SBCC
                    (Exhibit A-4); (v) York Research
                    Corporation to SBCC (Exhibit A-5).


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               (b)  Termination statements executed by SBCC
                    for (1) financing statement filed with
                    the New York Secretary of State as
                    document number 186087; (2) financing
                    statement with New York County
                    as document number 94PN41825; (3)
                    financing statement filed with the
                    Delaware Secretary of State as document
                    number 9412540; and (4) financing
                    statement filed with Kent County,
                    Delaware as document number 0003974.

               (c)  Termination of Collateral Assignment and
                    Security Agreement (Exhibit B).

               (d)  Termination of Agency Agreement (Exhibit
                    C).  

               (e)  Termination of Proxy and Agreement
                    (Exhibit D).

               (f)  Revocation of Payment Instruction
                    (Exhibit E).

               (g)  Termination of Notice Agreement (Exhibit
                    F).  

               (h)  Termination of Consent and Subordination
                    Agreement (Exhibit G).  

               (i)  Termination of Pledge Agreement (Exhibit
                    H).

          4.   SBCC and B-41 agree from time to time after the execution of 
this Agreement, to execute, acknowledge and deliver such other instruments, 
documents or other materials as are reasonably requested by either of them to 
further effectuate the consummation of the transactions contemplated hereby 
and, in particular, to effectuate the release of record of the security 
interests held by SBCC with respect to assets of B-41 and its affiliated 
entities and the termination of the contractual arrangements with 

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other parties previously entered into with respect to the Note Purchase 
Agreement.  

         5.   The Agreement and all documents delivered in connection 
herewith constitute the entire agreement between the parties with respect to 
the subject matter hereof and supersede all prior agreements and 
understandings between the parties hereto relating to the subject matter 
hereof.

           6.   THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN 
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS 
EXECUTED IN THE STATE OF NEW YORK BY RESIDENTS THEREOF AND TO BE PERFORMED IN 
SUCH STATE. 

          7.   Each party hereto waives any right it may have to a trial by 
jury in any action to enforce or defend any matter arising from or related to 
this Agreement.  

         8.   This Agreement inures to the benefit of B-41 and SBCC, their 
respective successors and permitted assigns, and is binding upon B-41 and 
SBCC and their respective successors and permitted assigns.  

         9.   If any one or more of the provisions of this Agreement, or any 
agreement or document executed in connection herewith, are held to be 
invalid, illegal or unenforceable in any respect for any reason, the 
validity, legality and enforceability of any such provision or provisions in 
every other 

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respect and of the remaining provisions of this Agreement, and 
any document or agreement executed in connection herewith, shall not be in 
any way impaired.  In the event of a finding of such invalidity, illegality 
or unenforceability by a court of competent jurisdiction, the parties hereto 
express that it is their intention and desire that such court modify such 
provision to the minimum extent necessary to avoid such invalidity, 
illegality or unenforceability (provided such modification does not alter the 
purpose or intent of such provision).

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

                                SANWA BUSINESS CREDIT CORPORATION 



                                By:   /s/ Thomas L. Hidder                  
                                   ---------------------------------
                                   Name:     Thomas L. Hidder
                                   Title:    Senior Vice President


                             
                                B-41 ASSOCIATES, L.P.

                                By:  B-41 Management Corp.,
                                     its general partner



                                By:   /s/ Michael Trachtenberg  
                                   ---------------------------------
                                   Name:     Michael Trachtenberg
                                   Title:    Vice President

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