THE ENERGY NETWORK, INC.

                                         AND

                                 THE CITY OF HARTFORD

                     DISTRICT HEATING & COOLING SERVICE AGREEMENT


              Subject to the terms and conditions set forth in this Service
         Agreement ("Agreement"), The Energy Network, Inc. ("Seller"), a
         Connecticut corporation with a place of business at 100 Columbus
         Boulevard, Hartford, Connecticut  06103, and the City of Hartford
         ("Purchaser"), a municipal corporation with its place of business
         at 550 Main Street, Hartford, Connecticut  06103, agree as follows:

         Premises:      Montessori Magnet School
                        Middle School
                        Math, Science and Arts High School
                        Commons Building
                        Theatre
                        Parking Garage and Retail Space

         All located between Vernon, Brownell, Broad and Washington Streets
         in the City of Hartford (known as The Learning Corridor), as more
         particularly described in Exhibit A-1 attached hereto.

         Term commences on the Heating Cut-Over Date shown on Exhibit C and
         ends on a date twenty-five (25) years later.

         Energy Products:
         ---------------

          /X/  Chilled Water

          / /  Steam

          /X/  Hot Water


              1.   AGREEMENT TO PURCHASE AND SELL.

              a.   PURCHASE.  Provided Purchaser shall have executed and
         delivered easements (the "Easements" for access, construction,
         maintenance and service substantially in the form attached hereto
         as Exhibit A, which Easements Purchaser agrees to execute and
         deliver, and subject to and in accordance with the terms and
         conditions of this Agreement, Seller shall supply to Purchaser, and
         Purchaser shall purchase from Seller, all of the Energy Products
         (as herein defined) required by Purchaser to enable it to heat and
         air condition the Premises during the term of this Agreement.   All
         such Energy Products shall be supplied  by Seller in accordance
         with the Energy Product Specifications set forth in Exhibit A-2 and
         at the rates delineated in Exhibit B, both of which exhibits are
         attached hereto and incorporated herein by reference.

              b.   REQUIREMENTS.  Subject to the other terms of this
         Agreement, Purchaser agrees that, from the Service Date until the
         end of the term of this Agreement,  Purchaser will only use
         Seller's Energy Products to heat and air condition the Premises,
         except that Purchaser shall be entitled to use other means to heat
         or air condition discrete portions of the Premises that are
         impossible or impracticable to heat or air condition with Seller's
         Energy Products.  Purchaser shall obtain Seller's written consent
         to the use of such other means, such consent not to be unreasonably
         withheld or delayed.

              c.   REPRESENTATIONS.  Seller hereby represents, warrants and
         agrees that it is the owner of that certain steam facility formerly
         known as Hartford Hospital CCF-1 and that it will contract with
         Hartford Hospital to purchase certain additional steam capacity
         (collectively, the "Steam Facility"), and that it will become the
         owner of or obtain the necessary rights to a chilled water facility
         (the "Chilled Water Facility"), from which Seller will initially
         provide the Energy Products to the Premises.  The Steam Facility
         and the Chilled Water Facility will have sufficient capacity to
         service the Premises and any other uses of Energy Products which
         are (or are to be) supplied therefrom.  In the event Seller decides
         to relocate any of such facilities, it shall then certify to
         Purchaser that the new Facilities have available capacity adequate
         to service the Project.

              2.   TERM.  The term of this Agreement shall be as indicated
         on Page 1.

              3.   SERVICE INTERRUPTIONS.

              a.   For purposes of this Agreement, the following terms shall
         have the meanings ascribed thereto below:

              (i)  A "Planned Interruption" shall mean any interruption in
                   the supply of Energy Products to the Premises which (A)
                   occurs during a time when Purchaser's heating or cooling
                   system calls for the interrupted Energy Product, and (B)
                   meets all of the requirements set forth in subparagraph
                   (b) below;

              (ii) A "Covered Interruption" shall mean a Planned
                   Interruption for or with respect to which Seller provides
                   Temporary Service at or for the Premises in accordance


                   with subparagraph (e) below;

              (iii)     "Permanent Service" shall mean the supply of Energy
                   Products to the Premises from one or more permanent
                   facilities;

              (iv) "Temporary Service" shall mean the supply of Energy
                   Products to the Premises from one or more portable units;

              (v)  At any time any buildings on the Premises are occupied, a
                   "Service Failure" shall mean any inability of the Seller
                   to deliver required Energy Products to the Premises at
                   the temperatures set forth in Exhibit D and at the flow
                   rates set forth in Exhibit A-2, provided that Purchaser
                   was then able to extract energy at the temperature
                   differential set forth in Exhibit D and at the flow rate
                   and energy quantities set forth in Exhibit A-2.  At all
                   other times, a "Service Failure" shall mean the inability
                   by Seller to deliver Energy Products to the Premises at
                   such temperatures and at such flow  rates as are
                   necessary to avoid any actual, or imminent threat of,
                   damage to or injury on the Premises (or any persons or
                   property located thereon or thereat); and

              (vi) An "Impermissible Interruption" shall mean any of the
                   following: (A) any interruption in the supply of required
                   Energy Products to the Premises other than (1) a Covered
                   Interruption or (2) a Planned Interruption which
                   Purchaser agrees does not require Temporary Service, or
                   (B) any Covered Interruption which nonetheless results in
                   a Service Failure.  Purchaser shall send Seller a written
                   notice as soon as practicable after the event when it
                   claims that an Impermissible Interruption has occurred.

              b.   Subject to the provisions of subparagraphs (e) and 6(a)
         below, Seller shall have the right, at all reasonable times, to
         interrupt the supply of Energy Products to the Premises  for the
         purpose of performing necessary maintenance, repairs, and/or
         connections to those of its mains, pipes and related machinery and
         equipment which service the Premises.  Seller's rights as aforesaid
         are, and at all times during the term hereof shall be, contingent
         upon Seller's providing Purchaser with at least five (5) days'
         prior written notice of any such interruption.  Seller shall
         exercise due diligence and act with reasonable dispatch in
         restoring any such service, providing, however, that, to the extent
         reasonably practicable, any of the above-described work shall be
         (and the reasonableness of any interruption experienced in
         connection therewith shall largely be dependant upon such work's
         not being able to reasonably be) accomplished during evenings,
         weekends and other non-academic hours.

              c.   Subject to the provisions of subparagraphs (e) and 6(a)
         below, Purchaser acknowledges that emergencies may occur which will
         require Seller to interrupt the supply of Energy Products to the
         Premises before the Seller can provide Purchaser with the notice
         required pursuant to Subparagraph (b) above.  In such event, Seller
         shall notify Purchaser as soon as practicable.  Seller shall then
         exercise due diligence and act with immediate dispatch to either
         (1) restore permanent service, or (2) if such service neither can
         nor will be restored in twenty-four (24) hours, provide Temporary


         Service, at or for the Premises.  Thereafter, Seller shall act with
         reasonable dispatch in restoring permanent service to the Premises,
         providing, however, that, to the extent reasonably practicable, any
         of that work shall be (and the reasonableness of any interruption
         experienced in connection therewith shall largely be dependant upon
         such work s not being able to reasonably be) accomplished during
         evenings, weekends and other non-academic hours.

              d.   Any notice provided by Seller pursuant to this paragraph
         3 shall identify (i) the date and time at which the subject
         interruption began (or is scheduled to occur), (ii) the reason(s)
         therefor, (iii)the efforts being (or to be) undertaken by Seller to
         provide Temporary Service, (iv) the efforts being (or to be)
         undertaken by Seller to restore permanent service, (v) the dates
         and times during which the efforts to restore permanent service is
         to be performed, and (vi) the date and time by which such efforts
         are expected to be completed.

              e.   Seller shall ensure that Temporary Service is available
         at or for the Premises prior to implementing any Planned
         Interruption whenever Seller knows or should know that, but for
         such Temporary Service, a Planned Interruption will result in an
         Impermissible Interruption.  In the event of any other
         interruption, Seller shall ensure that either Temporary Service is
         available at or for the Premises, or permanent service will be
         restored to the Premises, within twenty-four (24) hours after the
         occurrence of such interruption.  Seller shall pay Purchaser $1,000
         per day for each 24-hour period that Seller fails to provide
         Temporary Service as required by this subparagraph.  In addition,
         Seller shall bear the cost of providing Temporary Service in the
         case of an interruption unless the interruption is due principally
         to an act or omission of Purchaser and Seller is unable after
         reasonable effort to recover the costs associated with providing
         Temporary Service from a third party.  In any of these latter
         circumstances, Purchaser shall be responsible for the cost of such
         Temporary Service.  In the event Seller fails to provide any
         Temporary Service required to be provided hereunder, then
         Purchaser, in addition to any other rights and remedies it may
         have, all of which are hereby expressly reserved to Purchaser, may
         obtain the same from some other source and charge the reasonable
         cost thereof to Seller.

              4.   PAYMENT.  Provided that Seller has completed all work
         necessary to furnish the Energy Products to The Learning Corridor
         (and further provided that such completion has not been prevented
         by acts of the Purchaser), and commencing on the Heating Cut-Over
         date shown on Exhibit C, Seller shall render a monthly invoice to
         Purchaser which reflects (a) the Fixed Payment as defined in
         Exhibit B and (b) the appropriate Variable Payment as defined in
         Exhibit B, including consumption recorded with respect to each of
         the six (6) facilities which comprise the Premises.  Purchaser
         shall pay in full within thirty (30) days the undisputed portion of
         any invoice delivered by Seller.

              5.   FORCE MAJEURE.  Neither Seller nor Purchaser shall be
         considered to have breached its obligations under this Agreement to
         the extent either is precluded from performing any of its
         obligations hereunder by reason of any act, omission or
         circumstance occasioned by or in consequence of any acts of God,
         acts of the public enemy, wars, blockades, insurrection, riots,


         lightning, earthquakes, fires, storms, floods, washouts, arrests,
         restraints of ruler and peoples, civil disturbances, explosions,
         strikes, breakage or accident to machinery or lines of pipe or
         mains, the binding order of any court or government authority which
         has been resisted in good faith by all reasonable legal means, or
         the failure or want of any necessary supplies or products not
         within the control of such party;  providing, first, that any such
         act, omission or circumstance is not due to the negligence or
         willful misconduct of the party seeking to be excused therefrom (or
         any of its officers, directors, officials, agents or employees);
         and, providing, further, that such party is unable to prevent or
         overcome such act, omission or circumstance by the exercise of due
         diligence.  Such causes or contingencies affecting performance by
         Seller or Purchaser, however, shall not relieve either of them of
         liability in the event of their concurring negligence or in the
         event of their failure to use due diligence to remedy the situation
         and remove the cause in an adequate manner and with all reasonable
         dispatch.

              6.   TERMINATION BY PURCHASER.

              a.   This Agreement is subject to the limitation that,

              (i)  whenever Seller shall fail to pay any undisputed portions
                   of amounts which are owed to Purchaser within thirty (30)
                   days of Purchaser's written demand therefor; or

              (ii) in the event five (5) or more Impermissible Interruptions
                   occur in any three hundred sixty-five (365) day period;
                   provided that Seller has not begun to and thereafter
                   diligently proceeds to complete all efforts required to
                   correct, to Purchaser's reasonable satisfaction, the
                   causes of the event or events which led to the
                   Impermissible Interruptions; or

              (iii)     in the event Temporary Service is required to be
                   supplied to the Premises from a portable unit which
                   materially inconveniences Purchaser for more than ten
                   (10) School Days (being herein defined as any day on
                   which any academic programs are (or were) scheduled to be
                   provided or conducted in any buildings on the Premises)
                   in any fiscal year or for more than thirty (30) School
                   Days in any five (5) year period; or

              (iv) whenever the Seller shall do, or permit anything to be
                   done, whether by action or inaction, contrary to any
                   material covenant or agreement on the part of Seller
                   contained herein, or shall fail in the keeping or
                   performance of any of the material covenants, agreements,
                   terms or provisions of this Agreement which on the part
                   or behalf of Seller are to be kept or performed, and
                   Seller shall fail to commence to take steps to remedy the
                   same within thirty (30) days after written notice shall
                   have been given to Seller by Purchaser specifying the
                   same, or, in the event the matter or thing complained of
                   in said notice cannot reasonably be cured within said
                   thirty (30) day period, then such additional period of
                   time as is required to cure said default providing Seller
                   shall diligently commence and shall thereafter diligently
                   proceed to remedy the same; or



              (v)  whenever an involuntary petition shall be filed against
                   Seller under any bankruptcy or insolvency law or under
                   the reorganization provisions of any law of like import,
                   or a receiver of Seller or of or for the property of
                   Seller shall be appointed without the acquiescence of
                   Seller, or whenever this Agreement or the unexpired
                   balance of the Term would, by operation of law or
                   otherwise, except for this provision, devolve upon or
                   pass to any person, firm or corporation other than Seller
                   or a corporation in which Seller may be duly merged,
                   converted or consolidated under statutory procedure, and
                   such circumstance under this subparagraph (v) shall
                   continue and shall remain undischarged or unstayed for an
                   aggregate period of sixty (60) days (whether or not
                   consecutive) or shall not be remedied by Seller within
                   sixty (60) days; or

              (vi) whenever Seller shall make an assignment of the property
                   of Seller for the benefit of creditors or shall file a
                   voluntary petition under any bankruptcy or insolvency
                   law, or whenever any court or competent jurisdiction
                   shall approve a petition filed by Seller under the
                   reorganization provisions of the United States Bankruptcy
                   Code or under the provisions of any law of like import,
                   or whenever a petition shall be filed by Seller under the
                   arrangement provisions of the United States Bankruptcy
                   Code or under the provisions of any law of like import,
                   or whenever Seller shall desert or abandon the Demised
                   Premises;

         THEN (providing Purchaser is not then in default of any of its
         obligations under this Agreement beyond any period provided for
         notice and an opportunity to cure the same, but regardless of and
         notwithstanding the fact the Purchaser has or may have some other
         remedy under this Agreement or by virtue hereof, or in law or in
         equity) Purchaser may, subject to the following provisions of this
         subparagraph, give to the Seller a notice (herein called the
         "second notice") of intention to end the Term of this Agreement
         specifying a day not less than ten (10) days thereafter as being
         the termination date hereof, and, upon the giving of the second
         notice, this Agreement and the term hereby granted shall expire and
         terminate upon the day so specified in the second notice as fully
         and completely and with the same force and effect as if the day so
         specified were the date hereinbefore fixed for the expiration of
         the Term of this Agreement and (except as provided in subparagraph
         18(j) hereof) all rights of Seller under this Agreement shall
         thereupon expire and terminate.  Any right Purchaser may have to
         terminate this Agreement by virtue of the occurrence of any event
         of the type delineated in Sections 6(a)(i) or (iii) hereof shall be
         expressly contingent upon Purchaser's giving Seller the second
         notice of Purchaser's intent to terminate this Agreement within one
         hundred eighty (180) days of the occurrence of the same; it being
         the intent of the parties that, unless Purchaser provides such
         notice within said time frame, Purchaser shall be deemed to have
         irrevocably waived its right to terminate this Agreement pursuant
         to this subparagraph as a result of said event.  The failure of
         Purchaser to exercise any right it otherwise has to terminate this
         Agreement by virtue of the occurrence of any such event shall not,
         however, constitute, or be deemed to, have caused, a waiver by


         Purchaser of any right it otherwise might then or thereafter have
         hereunder as a result of the occurrence of any other event.

              b.   In addition to the foregoing rights, but not in
         derogation thereof, Purchaser shall not be required to pay any
         costs or fees hereunder during any period of time when Energy
         Products are not available hereunder at the times and in the manner
         required hereby, prorated for the period of such failure to supply,
         excepting instances of scheduled system maintenance, when no
         abatement of fees or costs shall apply.  In the event that
         Purchaser becomes entitled under this section to terminate this
         Agreement, then Purchaser and Seller agree that any damages which
         may be asserted by Purchaser to obtain a permanent supply of energy
         to enable it to heat and air condition the Premises shall be
         calculated net of any expenses saved as a consequence of the breach
         with any necessary capital costs being depreciated over not fewer
         than twenty (20) years, using the Purchaser's actual cost of
         capital.  Except as provided in subparagraphs 18(e) and (j) below
         or as otherwise specifically enumerated in this Agreement, neither
         party nor either party s parents, subsidiaries, affiliates, agents,
         officers, directors, officials, or employees shall be liable to the
         other party or said other party's parents, subsidiaries,
         affiliates, agents, officers, directors, officials or employees for
         claims for incidental, indirect or consequential damages, whether
         based on breach of warranty (express or implied), contract, tort or
         otherwise, connected with or resulting from, directly or
         indirectly, performance or non-performance by either party of any
         of its obligations under this Agreement.

              c.   Notwithstanding anything to the contrary set forth in
         this Agreement, so long as the Purchaser is the City of Hartford
         (the "City"), the Seller's obligation to provide any goods or
         services under this Agreement in any fiscal year, and the
         Purchaser's obligation to pay the Seller for any such goods or
         services in any fiscal year (including, without limitation, any
         fixed or other charges which otherwise would be payable by the
         Purchaser regardless or whether any goods or services were in fact
         provided to the Purchaser that year), is expressly contingent upon
         the Purchaser's having first appropriated sufficient funds for that
         purpose for such year to cover the cost of the same.  If at any
         time the Purchaser knows or has reason to believe that it has
         failed to appropriate sufficient sums for said purpose, the
         Purchaser shall promptly notify the Seller of that fact, and the
         Seller shall then have the option to terminate this Agreement by
         providing the Purchaser with written notice to that effect in
         accordance with Section 19(e) of this Agreement.  Any such
         termination shall be effective as of the latter of (i) the date
         through which the Purchaser reasonably can be expected to pay for
         any and all charges hereunder that year by virtue of the sums
         appropriated for that purpose, or (ii) the date specified in such
         notice as the last day through which the Seller intends to provide
         any goods or services hereunder.  For purposes of this Agreement, a
         "fiscal year" shall be the period between July 1 of each calendar
         year and June 30th of the following calendar year, or such other
         period of time which is adopted by the City as its official fiscal
         year.

              7.   TERMINATION BY SELLER.

              a.   This Agreement is subject to the limitation that,



              (i)  whenever Purchaser shall fail to pay the undisputed
                   portion of any amounts which are owed to Seller within
                   thirty (30) days of Seller's written demand therefor; or

              (ii) whenever the Purchaser shall do, or permit anything to be
                   done, whether by action or inaction, contrary to any
                   covenant or agreement on the part of Purchaser contained
                   herein, or shall fail in the keeping or performance of
                   any of the covenants, agreements, terms or provisions of
                   this Agreement which on the part or behalf of Purchaser
                   are to be kept or performed, and Purchaser shall fail to
                   commence to take steps to remedy the same within thirty
                   (30) days after written notice shall have been given to
                   Purchaser  by Seller specifying the same, or, in the
                   event the matter or thing complained of in said notice
                   cannot reasonably be cured within said thirty (30) day
                   period, then such additional period of time as is
                   required to cure said default providing Purchaser shall
                   diligently commence and shall thereafter diligently
                   proceed; or

              (iii)     whenever an involuntary petition shall be filed
                   against Purchaser under any bankruptcy or insolvency law
                   or under the reorganization provisions of any law of like
                   import, or a receiver of Purchaser or of or for the
                   property of Purchaser shall be appointed without the
                   acquiescence of Purchaser, or whenever this Agreement or
                   the unexpired balance of the Term would, by operation of
                   law or otherwise, except for this provision, devolve upon
                   or pass to any person, firm or corporation other than
                   Purchaser or a corporation in which Purchaser may be duly
                   merged, converted or consolidated under statutory
                   procedure, and such circumstance under this subparagraph
                   (iii) shall continue and shall remain undischarged or
                   unstayed for an aggregate period of sixty (60) days
                   (whether or not consecutive) or shall not be remedied by
                   Purchaser within sixty (60) days; or

              (iv) whenever Purchaser shall make an assignment of the
                   property of Purchaser for the benefit of creditors or
                   shall file a voluntary petition under any bankruptcy or
                   insolvency law, or whenever any court or competent
                   jurisdiction shall approve a petition filed by Purchaser
                   under the reorganization provisions of the United States
                   Bankruptcy Code or under the provisions of any law of
                   like import, or whenever a petition shall be filed by
                   Purchaser under the arrangement provisions of the United
                   States Bankruptcy Code or under the provisions of any law
                   of like import, or whenever Purchaser shall desert or
                   abandon the Demised Premises; or

              (v)  whenever some or all of Seller's facilities are destroyed
                   or substantially damaged by reason of Force Majeure or
                   all or a substantial portion of such facilities is taken
                   by eminent domain proceedings, such that the Seller
                   cannot meet its obligations hereunder and Seller
                   reasonably elects within ninety (90) days of any said
                   event not to rebuild or restore the facilities or
                   equipment by providing written notice to Purchaser of


                   that election; or

              (vi)      whenever any governmental entity withdraws any
                   governmental authority which otherwise is required by
                   Seller to furnish, or fails to enforce any governmental
                   rule or regulation and thereby prevents Seller from
                   furnishing, Energy Products substantially as required
                   under the provisions of this Agreement; providing that it
                   is impossible for Seller to regain such authority or
                   economically impracticable for Seller to comply with such
                   rules or regulations, and Seller notifies Purchaser of
                   that event within thirty (30) days of its occurrence;

         THEN (providing Seller is not then in default of any of its
         obligations under this Agreement beyond any period provided for
         notice and an opportunity to cure the same, but regardless of and
         notwithstanding the fact the Seller has or may have some other
         remedy under this Agreement or by virtue hereof, or in law or in
         equity) Seller may give to the Purchaser a notice (herein called
         the "second notice") of intention to end the Term of this Agreement
         specifying a day not less than ten (10) days thereafter as being
         the termination date hereof, and, upon the giving of the second
         notice, this Agreement and the term hereby granted shall expire and
         terminate upon the day so specified in the second notice as fully
         and completely and with the same force and effect as if the day so
         specified were the date hereinbefore fixed for the expiration of
         the Term of this Agreement and (except as provided in subparagraph
         18(j) hereof) all rights of Purchaser under this Agreement shall
         thereupon expire and terminate.

              8.   NONWAIVER.  The failure of either party to assert its
         rights under this Agreement shall not constitute a waiver of such
         right except as stated otherwise. In the event of termination of
         this Agreement, Seller may enter the Premises for the purpose of
         removing Seller's equipment on at least thirty (30) days written
         notice of its intent to do the same; providing, first, that no such
         equipment shall be removed during any hours or in any manner as
         would cause or threaten to cause any disruption of any academic
         programs being conducted on the Premises; and, providing, further,
         that Seller shall promptly repair any damage which may be effected
         to the Premises by reason of its removal of its equipment.
         Seller s obligations to indemnify and hold harmless Purchaser, and
         to maintain insurance for the benefit of Purchaser, as provided in
         Sections 19 (i) and (j) below shall continue to apply during and
         with respect to any activity which may be undertaken by Seller
         pursuant to this paragraph, notwithstanding the prior termination
         hereof.

              9.   PURCHASER'S FACILITIES.  Seller shall furnish Purchaser
         with inlet strainers which are appropriate for the Energy Products
         to be provided hereunder at no additional cost to Purchaser.  Said
         strainers, together with all piping, valves, regulators and other
         equipment furnished by Purchaser, shall be and remain the property
         of Purchaser.  Purchaser agrees that it will properly maintain such
         equipment at all times.

                   Additionally, by payment of $1,200,000.00, Purchaser may
         acquire title to all of the pipe, valves, meters, flow regulators,
         manholes and related equipment and materials that are to be
         furnished and installed on the Learning Corridor property as


         described in Exhibit A-1.  Notwithstanding this transfer of title,
         Seller shall continue to be fully responsible for the maintenance,
         repair and replacement of all such transferred equipment for the
         duration of the Term of this Agreement, except to the extent that
         such maintenance, repair and replacement is required due to actions
         of Purchaser.

                   In the event that the Purchaser pays the $1,200,000.00
         described above, the initial Capital Recovery Component of the
         Monthly Payment, which is more fully described in Exhibit B-Rate
         Schedule shall be reduced by $9,167.00.

              10.  SELLER'S FACILITIES.  The Seller also shall furnish and
         install all valves, piping, meters, submeters, regulators and other
         equipment which are required for delivery and monitoring of the
         Energy Products between the Facility and the outside wall of the
         building(s) to which they are to be supplied by Seller, all of
         which property, with the exception of the inlet strainer, shall be
         and remain the property of Seller, and is herein referred to as the
         "Distribution System".  Seller shall notify the Purchaser regarding
         the proposed routing of the Distribution System from the Facility
         not later than the date indicated on, and shall otherwise construct
         said system in accordance with, the Development Milestone Schedule
         which is attached hereto and made a part hereof as Exhibit C.
         Seller agrees that it will properly maintain such equipment at all
         times.  Purchaser hereby grants Seller a right of access to
         Seller's facilities for the purpose of maintaining and operating
         same, provided that Seller shall give Purchaser prior notice of its
         desire for such access, which notice shall not be required in the
         case of an emergency.

              11.  METERING, ACCESS.  Purchaser shall provide the Seller the
         spaces at the Premises designated in Exhibit D in which to meter
         Energy Product usage, which spaces shall be located within the
         vicinity of the place where service enters the buildings.  Seller
         shall be allowed access to the Premises at all reasonable times for
         the purpose of operating, inspecting, reading, repairing,
         maintaining or altering any of Seller's equipment or meters located
         in the Premises.  Seller agrees to calibrate all meters for
         accuracy in accordance with the manufacturer's specifications and
         to provide the results of such calibration to Purchaser.  Purchaser
         reserves the right independently at its own expense to check the
         calibration of such meters, provided it has notified Seller in
         advance of such checking and Seller approves of the procedure and
         personnel to be employed, which approval will not be unreasonably
         withheld or delayed.

              12.  CONTROL WITHIN THE PREMISES.  The Purchaser shall be
         responsible for the control and possession of hot, chilled water
         and return water from the time the hot or chilled water passes the
         outlet side (or Purchaser's side) of Seller's inlet service valve
         until the return water passes the inlet side (or Purchaser's side)
         of Seller's outlet service valve.  Except to the extent Seller is
         negligent in the delivery of the Energy Products, after hot and
         chilled water have passed the first of these two points, and before
         the return water has passed the second of these two points, Seller
         shall have no responsibility for anything which may be done, happen
         or arise with respect to such hot, chilled water or return water.
         Nothing in this Section 13 shall affect Seller's responsibility for
         the accurate metering of Energy Products nor shall it affect


         Seller's right of access to perform such metering or maintenance of
         Seller's equipment located on the Premises.

              13.  GOVERNING LAW.   This Agreement shall be governed by, and
         construed, interpreted and enforced in accordance with the laws of
         the State of Connecticut as such laws are applied to contracts
         between Connecticut residents entered into and to be performed
         entirely in Connecticut.

              14.  ASSIGNMENT.

              a.   This Agreement may be assigned by Seller, provided
         Purchaser shall have consented thereto (such consent not to be
         unreasonably withheld or delayed) and that the assignee assumes all
         obligations hereunder.  Purchaser also consents to any collateral
         assignment of this Agreement by Seller to any lender in connection
         with any financing of its construction or improvements to its
         district heating and cooling system.  Purchaser agrees to execute a
         written consent to effectuate any assignment permitted under this
         Agreement.

              b.   This Agreement may be assigned by Purchaser with Seller's
         consent to any person or entity to whom ownership or possession of
         the Premises is transferred on the condition that the assignee
         shall assume all of Purchaser's obligations hereunder for the
         balance of the term of this Agreement.  Upon such assumption (in
         such form and on such terms as are reasonably satisfactory to
         Seller), Purchaser shall be relieved of all of its obligations
         hereunder and all references herein to Purchaser shall be deemed to
         mean Purchaser's assignee.  Seller reserves the right to withhold
         its consent to such assignment(s) and assumption(s) only if, in the
         Seller's reasonable judgment, Seller concludes that the assignee(s)
         will be incapable of meeting the obligations of Purchaser
         hereunder.  A  copy of this Agreement, or a notice of this
         Agreement, may be filed on the land records of the City of
         Hartford.  In the event of such filing, the rights and obligations
         herein set forth shall be deemed to be covenants running with the
         land and binding upon the successors and assigns of the parties.

              c.   Notwithstanding the foregoing, Seller agrees that
         Purchaser may assign this Agreement and its rights and obligations
         hereunder to The Learning Corridor Corporation (the "LCC"), or any
         entity related thereto (individually and collectively, an "LCC
         Assignee"), in which event such LCC Assignee shall be liable for
         the performance of this Agreement if and only to the extent that
         such assignee has received rents or other payments pursuant to
         leases and other agreements relating to the Learning Corridor
         sufficient to meet all of its obligations hereunder; providing,
         however, that no such assignment shall be effective and LCC
         Assignee's liability hereunder shall be limited as aforesaid unless
         and until all referenced rents and other payments due to the LCC
         Assignee shall have been collaterally assigned to Seller to the
         extent necessary to secure payments due Seller hereunder.

              15.  CUSTOMER INSTRUCTIONS.  Seller has provided Purchaser
         with Customer Instructions which are attached as Exhibit D.  Seller
         will notify Purchaser in writing of proposed  changes in the
         Customer Instructions at least four (4) weeks before the changes
         are effective, provided Purchaser shall not be required to accept
         any changes which have a material effect on the terms and


         conditions of this Agreement.

              16.  PRIOR AGREEMENTS.  Intentionally Omitted.

              17.  ARBITRATION.

              a.   Any controversy or dispute as to (i) whether either party
         has breached any of its obligations under this Agreement or, if so,
         the extent to which the other is entitled to any damages as a
         result thereof, or (ii) whether, and, if so, to what extent, any
         adjustment is required in any of the rates to be charged to
         Purchaser as provided in Exhibit B hereto, shall be resolved by
         binding arbitration in Hartford, Connecticut in accordance with the
         procedures and requirements set forth in this Paragraph 17.  Except
         as modified herein, such arbitration shall be held in accordance
         with the rules then prevailing for commercial arbitrations before
         the American Arbitration Association.  Such resolution shall be
         final and conclusive as to such controversy or dispute and may be
         enforced in any court of competent jurisdiction.

              b.   Each party shall give written notice to the other of the
         existence and nature of any dispute proposed to be arbitrated.  If,
         within 15 days (except in the case of matters which are the subject
         of Paragraphs 6 and 7), the dispute is not resolved through
         negotiations pursued diligently in good faith, then either party
         may initiate arbitration by so advising the other party in writing.
         If the parties cannot agree on a single arbitrator within 10 days
         thereafter, each party shall by written notice appoint an
         arbitrator and the two thus appointed shall select a third
         arbitrator to serve as Chair of the panel of arbitrators, and such
         three arbitrators shall determine all matters by majority vote.
         Any such arbitrators shall be either (a) members in good standing
         of the Connecticut Bar with at least ten (10) years experience as a
         practicing attorney, who, if any dispute or controversy involves or
         is likely to involve the interpretation or application of any of
         the provisions of Exhibit B to this Agreement, have spent the
         majority of at least five (5) years litigating or negotiating
         complex financial or commercial matters, or (b) other professionals
         with at least ten (10) years experience in or with the utility
         industry.  Prior to appointment, the arbitrator(s) shall agree to
         conduct such arbitration in accordance with the terms of this
         paragraph.

              c.   Except as otherwise provided by the arbitrator(s), the
         parties shall have six (6) months to perform discovery and present
         evidence and argument to the arbitrator(s).  During that period the
         arbitrator(s) shall be available to receive and consider all such
         evidence as is relevant and, within reasonable limits due to the
         restricted time period, to hear as much of such argument as
         possible, giving a fair allocation of time to each party to the
         arbitration.  The arbitrator(s) shall use all reasonable means to
         expedite discovery and shall sanction noncompliance with reasonable
         discovery requests or any discovery order.  The arbitrator(s) shall
         not consider any evidence or argument not presented during such
         period.  At the conclusion of such period the arbitrator(s) shall
         have thirty (30) days to reach a determination.

              d.   The arbitrator(s) shall have the right only to interpret
         and apply the terms of this Agreement and may not change any such
         terms, deprive any party thereto of any right or remedy expressly


         provided hereunder, or provide any right or remedy that has been
         excluded hereunder.

              e.   The determination of the arbitrator or the majority of
         the arbitrators shall be conclusive upon the parties.  The
         arbitrator or the majority of the arbitrators shall give written
         notice to the parties stating the determination and findings of
         fact and conclusions of law, and shall furnish to each party a copy
         thereof signed by him or them within ten (10) calendar days from
         the date of such determination.

              f.   All costs of the arbitrator(s) in connection with any
         arbitration shall be paid by the nonprevailing party, unless the
         arbitrator(s) shall otherwise determine for good cause on a case-
         by-case basis.

              g.   Nothing herein shall preclude either party from seeking
         to restrain the breach or threatened breach of this Agreement by
         the other in a court of equity, or from pursuing any other
         equitable rights or remedies which it may have against the other,
         or, except to the extent any claim or action is for or sounds in
         breach of contract, from pursuing any other rights or remedies it
         may have against the other in a court of law.

              18.  ACCESS AND DEVELOPMENT.  In order to effectuate the
         foregoing agreements, the parties agree as follows:

              a.   NOTICE.  Seller shall notify the Purchaser regarding the
         proposed routing of its pipelines for its hot and chilled water
         prior to the submission of its permit applications.

              b.   SERVICE REQUIREMENTS.  Seller shall install service
         adequate to satisfy the Purchaser's heating and cooling
         requirements in accordance with the Energy Product Specifications
         set forth in Exhibit A-2 hereto.

              The Parties shall cooperate fully with each other and with
         each others' contractors in the construction of the on-site
         portions of Seller's work in a manner that will not adversely
         impact either Party's construction effort.

              c.   ATTENDANCE AT MEETINGS.  Seller and Purchaser will make
         all reasonable efforts to participate in the Purchaser's project
         coordination meetings.

              d.   REPORTS.  Seller shall provide the Purchaser a monthly
         update of Seller's progress measured against the Milestone
         Development Schedule.  If it becomes apparent to the Purchaser that
         the Seller may not be able to achieve the Late Completion
         Milestones, Purchaser may demand that Seller take corrective
         action.

              e.   DAMAGES FOR DELAY.  Seller hereby acknowledges and agrees
         that time is of the essence in the performance of this Agreement
         and, to that end, that Purchaser is relying on Seller to have
         completed the permanent facilities on the Premises, and
         substantially completed the Distribution System and any and all
         other offsite facilities necessary to provide the Energy Products
         to the Premises, by no later than the final completion date set
         forth in Exhibit C.  Seller hereby acknowledges and agrees that


         Purchaser is likely to incur damages in excess of $10,000.00 a
         month should Seller fail to complete such work as aforesaid.
         Accordingly, and without in any way limiting any rights or remedies
         which Purchaser may have against Seller, all of which are hereby
         reserved on Purchaser's behalf, Seller hereby agrees that it shall
         pay Purchaser the sum of $10,000 per month (prorated for any part
         thereof) for and on and as of the last day of each month (or part
         thereof) that Seller has not completed such work after the last day
         of the month immediately preceding the final completion date set
         forth in Exhibit C.  Any amounts payable by Seller as aforesaid
         shall merely constitute the pre-payment by Seller of a portion of
         the damages which are likely to be incurred and for which Seller
         shall remain liable hereunder; it being the agreement of the
         parties, however, that if Seller believes that Purchaser has not
         incurred damages equal to at least $10,000 a month (prorated for
         any part thereof), Seller will have the burden of proving by clear
         and convincing evidence that Purchaser has not in fact been damaged
         to that extent.

              f.   LICENSES.  Seller shall be solely responsible for
         securing all permits and licenses and for the construction of all
         of the facilities, equipment and pipelines that may be required to
         serve the Purchaser's facilities.  Purchaser will cooperate with
         Seller in the filing of any appropriate applications.
         Notwithstanding these provisions, Purchaser shall provide Seller,
         at no cost to Seller, all necessary easements and similar rights to
         enable Seller to construct and maintain its facilities within areas
         that are controlled by Purchaser.

              g.   ALTERNATE CONNECTIONS.  Seller will incorporate alternate
         connection points in its design for those portions of the hot water
         and chilled water systems that are to be located on the Purchaser's
         site.  These alternate connection points will be designed and
         located to mutually agreeable standards to allow the Seller to
         isolate the Purchaser's facility and to connect temporary boilers
         and chillers to the on-site distribution system.  This design
         feature will enable Seller to satisfy Purchaser's full design load
         in the event that the operation of Purchaser's hot water and
         chilled water production facilities or Purchaser's pipelines are
         disrupted.

              h.   LIENS.  Seller shall not allow any liens to be placed
         against Purchaser's properties.  If any such liens are filed,
         Seller shall discharge the same promptly at Seller's expense.

              i.   INSURANCE.

              During the term hereof, the Seller shall carry and keep in
         force the following types and amounts of liability insurance:

              (i)  GENERAL LIABILITY INSURANCE.  The Seller shall carry and
                   keep in force a policy or policies of comprehensive
                   general liability insurance (including contractual
                   liability coverage) insuring against damages to persons
                   or property (including, but not limited to, loss of life)
                   occurring upon, in or about the Premises, in an amount
                   not less than a combined single limit of at least One
                   Million Dollars ($1,000,000.00) for each occurrence with
                   a deductible not exceeding Ten Thousand Dollars
                   ($10,000.00), which deductible is understood to be the


                   responsibility of the Seller;

              (ii) Automobile Liability Insurance for all automobiles used
                   by the Seller and/or any of its officers, agents and/or
                   employees in connection with the services provided by it
                   hereunder, with a combined single limit of one million
                   dollars ($1,000,000.00) for each accident with a
                   deductible not exceeding Ten Thousand Dollars
                   ($10,000.00), which deductible is understood to be the
                   responsibility of the Seller; and

              (iii)  Workers' Compensation Insurance covering the Seller's
                   and its agent's and Seller's employees at the Connecticut
                   Statutory limit including Employers' Liability with
                   limits of $100,000.00 for each accident, $500,000.00 for
                   each disease/policy limit, and $100,000 for disease for
                   each employee, with a deductible not exceeding Ten
                   Thousand Dollars ($10,000.00), which deductible is
                   understood to be the responsibility of the Seller; and

              (iv) Umbrella Liability following form over the insurance
                   provided under subsections (a)(i) and a(ii) above, and
                   Employer's Liability Insurance, with a limit of liability
                   which, when combined with the primary insurance over
                   which such excess coverage is being provided, equals at
                   least Ten Million Dollars ($10,000,000.00).

              The amounts of the aforementioned coverages shall be reviewed
         and, as appropriate, revised by agreement of the parties as of July
         1, 2001 and every (3rd) anniversary thereof thereafter.  In the
         event the parties are unable to reach agreement as to whether and,
         if so, to what extent, any changes should be made in the foregoing
         at least ninety (90) days prior to the date that any such agreement
         is otherwise required hereunder, the parties shall (and, at any
         other time, either party may, at its own sole cost and expense)
         cause said coverages to be determined at least forty-five (45) days
         prior to said date by an independent adjuster approved by both
         parties (an "Independent Adjuster"), which approval shall not be
         unreasonably withheld or delayed.  For purposes of the foregoing,
         any person which is nominated by a party (the "nominating party")
         to serve as an Independent Adjuster hereunder shall be deemed
         approved by the other party unless said other party (the "objecting
         party") provides written notice of its objection thereto to the
         nominating party within five (5) business days of the objecting
         party's receipt of said nomination.  In the event the parties are
         unable to agree on an Independent Adjuster within thirty (30) days
         of either party's having first nominated any person to serve in
         that capacity, or should any dispute exist concerning any
         determination reached by any Independent Adjuster, the amount of
         such coverages as then remain in dispute shall be resolved by
         arbitration in accordance with Section 17 below; providing, first,
         that neither party shall be able to dispute any determination which
         is made by an Independent Adjuster unless it gives notice of its
         intent so to do within thirty (30) days of its receipt of notice of
         such adjuster's determination thereof under and in accordance with
         this Agreement, and providing, further, that in the event of any
         such dispute, any and all coverages in question shall be and remain
         the higher of the amounts previously required hereunder or the
         amounts determined to be appropriate by the Independent Adjuster
         until the matter is resolved pursuant to arbitration at which time


         the coverages in dispute shall be as established by the
         arbitrators, subject to future adjustment pursuant to this
         paragraph.

              The insurances required in this Section may be carried on
         either an "occurrence" or a "claims made" basis, providing,
         however, that, should any insurance be carried on a "claims made"
         basis, the Seller also shall be obligated to procure an extended
         reporting period thereto or a subsequent "claims made" policy with
         the same retroactive date as the prior "claims made" policy, as
         necessary to protect CREC and the Purchaser from any claims,
         actions or causes of action which first accrue during the term
         hereof.

              All insurance which is carried pursuant to this shall include
         provisions which deny to the insurer acquisition by subrogation of
         rights of recovery against the Purchaser, as and to the extent such
         rights have been waived by the insured party prior to occurrence of
         loss or injury as set forth elsewhere in this paragraph, and
         insofar as and to the extent that such provisions may be effective
         without making it impossible to obtain insurance coverage from
         reputable companies qualified to do business in the State of
         Connecticut even though extra premiums may result therefrom.  The
         Purchaser shall be entitled to have duplicates of certificates of
         any policies containing such provision.  The Seller hereby waives
         its rights of recovery against the Purchaser for loss or injury
         against which the Purchaser is protected by insurance containing
         said provisions, reserving, however, any rights with respect to any
         excess of loss or injury over the amount recovered by such
         insurance.

              The Purchaser shall be named as additional insureds for all
         insurance policies required hereunder.  The Seller shall file
         certificates of all such insurance with the Purchaser.  All
         insurance will be effected under standard form policies by insurers
         of recognized responsibility which are licensed and/or admitted to
         do business in the State of Connecticut and which are rated as A-
         (X) or better by the latest edition of Best's Rating Guide or other
         recognized replacement therefor (or as otherwise approved by
         Purchaser in writing on a case by case basis upon issuance of any
         policy and/or any renewal thereof, which approval may be withheld
         in its sole and absolute discretion), and will provide for thirty
         (30) days prior notice of any cancellation of or changes in
         coverage provided in the certificates of insurance.  Copies of such
         insurance policies, or certificates of insurance, will be provided
         to the Purchaser upon the execution of this Agreement and no later
         than thirty (30) days prior to each renewal date thereof each year
         thereafter.

              All insurance policies referred to in this Article shall
         provide that any losses thereunder shall be adjusted with the
         Purchaser and the Seller and that loss thereunder shall be payable
         to the Seller and the Purchaser, as their interests may appear.
         Neither the Seller nor Purchaser shall unreasonably withhold or
         delay its endorsement to any insurance check payable hereunder.

              Except as otherwise provided to the contrary in this Section,
         any insurance required by this Agreement may be obtained by means
         of any combination of primary and umbrella coverages and by
         endorsement and/or rider to a separate or blanket policy and/or


         under a blanket policy in lieu of a separate policy or policies,
         provided that the Seller shall deliver a certificate of insurance
         of any said separate or blanket policies and/or endorsements and/or
         riders evidencing to the Purchaser that the same complies in all
         respects with the provisions of this Agreement, and that the
         coverages thereunder and the protection afforded the Purchaser
         thereunder are at least equal to the coverages and protection which
         would be provided under a separate policy or policies procured
         solely under and by reason of this Agreement.  The certificates of
         such policy or policies evidencing such coverages shall be
         delivered to the Purchaser upon the execution hereof and as of
         thirty (30) days prior to the anniversary date thereof each year
         thereafter.

              All references in this Article to a "deductible" shall be
         deemed to mean a deductible and/or a self insured retention.

              The Seller agrees that it will not carry or be the beneficiary
         of any insurance insuring the Seller or any other person or entity
         against the risks for which insurance is required to be maintained
         pursuant to this Section unless the Purchaser is named as
         Additional Insureds thereunder and the insurance and insurance
         carriers otherwise comply with the terms of this Section.

              It is agreed between the parties hereunto that the amounts of
         insurance in this Agreement do not, in any way, limit the liability
         of the Seller to the Purchaser by virtue of its promise to
         indemnify and hold harmless the Purchaser so that in the event that
         any Claim results in a settlement or judgment in an amount in
         excess of the amount of insurance coverage carried by the Seller,
         the Seller shall be liable to the Purchaser for the difference,
         plus all fees and expenses incurred in collecting the same, all at
         the Seller s sole cost and expense. In the event the City of
         Hartford, as the initial Purchaser, assigns its interests in this
         Agreement in connection with any lease of the Premises, then the
         term "Purchaser" as used in this Section 19(i) shall be deemed to
         mean and include the City and the assignee.

              j.   INDEMNIFICATION.

              (i)  The Seller shall indemnify, defend and hold harmless the
                   Purchaser, and its agents, officials, employees and
                   assigns from and against any and all loss or liability
                   (statutory or otherwise), claims, actions, suits,
                   demands, judgments, costs, executions, interest and
                   expense whatsoever, including, but not limited to, costs
                   of investigation, defense and settlement and all
                   reasonable attorneys' fees and disbursements,
                   (hereinafter, individually and collectively, a "Claim" or
                   "Claims") for or arising from Seller's Facility or
                   Distribution System, or Seller's performance or lack
                   thereof hereunder, or the negligence of Seller or any of
                   its officers, directors, agents or employees, including,
                   but not limited to, Claims based upon the Seller's
                   failure to pay for or provide goods or services as
                   required hereunder or any act or omission on the part of
                   the Seller or any of its agents, officers, directors or
                   employees in the acquisition or provision thereof, as
                   well as Claims for or arising from injury to, or death
                   of, any person or persons, or damage to real or personal


                   property (including the loss of use thereof), which
                   occurs under, in connection with or by reason of this
                   Agreement or the Seller's performance hereunder (or lack
                   thereof) during the term hereof.  In case any action or
                   proceeding is brought against the Purchaser by reason of
                   any matter which is the subject of the foregoing
                   indemnity, the Seller shall pay all costs, reasonable
                   attorneys' fees, out-of-pocket expenses, and liabilities
                   resulting therefrom, and shall resist such action or
                   proceeding by attorneys chosen by it and reasonably
                   satisfactory to the Purchaser, as applicable.

              (ii) The Purchaser shall indemnify, defend and hold harmless
                   the Seller, and its agents, officers, directors and
                   employees and assigns from and against any and all loss
                   or liability (statutory or otherwise), claims, actions,
                   suits, demands, judgments, costs, executions, interest
                   and expense whatsoever, including, but not limited to,
                   costs of investigation, defense and settlement and all
                   reasonable attorneys' fees and disbursements,
                   (hereinafter, individually and collectively, a "Claim" or
                   "Claims") for or arising from Purchaser's performance or
                   lack thereof hereunder or the negligence of Purchaser or
                   any of its officials, agents or employees, including, but
                   not limited to, Claims based upon the Purchaser's failure
                   to pay for or provide goods or services as required
                   hereunder or any act or omission on the part of Purchaser
                   or any of its agents, officers, directors or employee in
                   the acquisition or provision thereof, as well as Claims
                   for or arising from injury to, or death of, any person or
                   persons, or damage to real or personal property
                   (including the loss of use thereof), which occurs under,
                   in connection with or by reason of this Agreement or the
                   Purchaser s performance hereunder (or lack thereof)
                   during the term hereof.  In case any action or proceeding
                   is brought against the Purchaser by reason of any matter
                   which is the subject of the foregoing indemnity, the
                   Purchaser shall pay all costs, reasonable attorneys'
                   fees, out-of-pocket expenses, and liabilities resulting
                   therefrom, and shall resist such action or proceeding by
                   attorneys chosen by it and reasonably satisfactory to the
                   Seller, as applicable.

              k.   LATE PAYMENTS. At its option, either party may impose a
         late payment charge not to exceed 1.25% per month on all sums not
         paid thereto in full as and when due hereunder.  The exercise of
         this option by either party shall not preclude said party from
         exercising any other right or remedy it may have under or by virtue
         of this Agreement.

              19.  MISCELLANEOUS.

              a.   This Agreement shall be binding upon Purchaser, Seller
         and their respective successors and assigns

              b.   The headings and titles of paragraphs are for convenience
         only and do not affect the meaning or interpretation of any
         provision hereof.

              c.   Except as otherwise stated herein, this Agreement


         constitutes the entire understanding and agreement of the parties
         hereto as to the subject matter hereof and supersedes all prior
         agreements, understandings and negotiations between the parties
         with respect thereto.  No modification or amendment of this
         Agreement shall be valid and effective unless expressly set forth
         in an agreement in writing signed by Purchaser and Seller.

              d.   This Agreement may be executed in counterparts, each of
         which shall be deemed to be an original, and all of which together
         shall constitute but one and the same instrument.

              e.   Any notice, invoice or other communication that is
         required to be given pursuant to this Agreement shall be sent to
         the persons or offices, and to the addresses, set forth below:

         If to Seller:  Reginald L. Babcock, Esq.
                      Vice President, General Counsel
                         and Secretary
                      The Energy Network
                      100 Columbus Boulevard
                      Hartford, CT 06144-1500

         If to Purchaser:    City Manager
                      City of Hartford
                      550 Main Street
                      Hartford, CT 06103

                      With a copy to:

                      Corporation Counsel
                      City of Hartford
                      550 Main Street
                      Hartford, CT 06103

              f.   Purchaser and its successors and assigns shall have the
         right at any time during the term of this Agreement to prepay in
         whole or in part the so-called "Capital Recovery Component"
         described in Exhibit B based upon a price fairly determined which
         reflects the Seller's investment (net of depreciation) and the
         assumed return on such investment over the term hereof.  In the
         event such right to prepay is exercised, Purchaser and Seller shall
         grant to each other such rights, easements and licenses as may be
         reasonably necessary for Seller to retain the use and equipment of
         the affected assets and for Purchaser to acquire legal title to
         such assets; provided that nothing in the foregoing shall otherwise
         alter the rights and obligations of the parties hereto under this
         Agreement.

              20.  CONDITIONS OF ACCESS TO AND WORK ON THE PREMISES.

              To the extent reasonably possible and except in cases of
         emergency, Seller shall not attempt to gain access to, maintain or
         perform any other work with respect to any equipment or any other
         matter or thing on the Premises at any time when its so doing is
         likely to cause any disruption of any academic programs being
         conducted on the Premises.  Seller further agrees that it shall
         repair any damage which may occur to the Premises by reason of any
         work or other activity which it performs or in which it is engaged
         thereon.


              21.  NO MECHANIC'S LIENS.

              Notice is hereby given that the City of Hartford shall not be
         liable for any labor or materials furnished or to be furnished to
         the Seller upon credit, and that no mechanic's or other lien, for
         any such labor or materials shall attach to or affect the estate or
         interest of the City in and to Premises.  Whenever and as often as
         any such lien shall have been filed against the Premises, whether
         or not based upon any action or interest of Seller or of any
         subcontractor or if any conditional bill of sale shall have been
         filed for or affecting any materials, machinery or fixtures used in
         the construction, repair or operation thereof, or annexed thereto,
         by the Seller, the Seller shall forthwith take such action by
         bonding, deposit or payment as will remove or satisfy the lien or
         conditional bill of sale.

              22.  WARRANTY OF EQUIPMENT.  Seller hereby warrants that all
         of the materials which are purchased from the Seller hereunder
         shall be suitable for the purposes intended and shall be free from
         defects in material and workmanship as and when installed Seller
         hereunder.


         SELLER:

         THE ENERGY NETWORK, INC.


         By:  S/ James P. Laurito    4/5/99
             -----------------------------
             Its:  President
             Duly Authorized


         PURCHASER:

         CITY OF HARTFORD


         By: S/ Kevin G. Dubay
             -----------------------------
             Its:Acting City Manager    4/6/99
             Duly Authorized   Kevin G. Dubay
                                       Approved as to legality and form.

                                       S/ Michael C. Calleris
                                       ----------------------------------
                                       Acting Corporation Counsel
         Exhibits Attached:

         Exhibit A - Easement Form
         Exhibit A-1 - Legal Description (map)
         Exhibit A-2 - Energy Product Specifications
         Exhibit B -  Rate Schedule
         Appendix to Exhibit B - The Learning Corridor Pricing
         Appendix to Exhibit B - Hot/Chilled Water Pricing
         Exhibit C - Development Milestone Schedule
         Exhibit D - Customer Instructions