This Memorandum of Agreement ("Agreement") dated as of this 23rd day of
   October, 1998, is executed by the parties identified below, each of which is
   referred to individually as a "PARTY" and collectively as the "PARTIES":

             a)  THE ENERGY NETWORK, INC. ("TEN"), a Connecticut
                 corporation and wholly-owned subsidiary of CTG
                 Resources, Inc., with offices at 60 Columbus Boulevard,
                 Hartford, CT;

             b)  PRATT & WHITNEY CANADA INC. ("P&WC"), a Canadian
                 corporation, with offices at 1000 Marie-Victorin,
                 Longueuil, Quebec, Canada, J4G 1A1;

             c)  OXFORD TECHNOLOGIES, INC. ("Oxford"), a Connecticut
                 corporation, with offices at 221 South Street, Building
                 "H", New Britain, CT; 06051; and

             d)  CARRIER CORPORATION ("Carrier"), a Delaware
                 corporation, with offices at P.O. Box 4800, 6304
                 Carrier Parkway, Syracuse, NY.

   WHEREAS, the Parties have held discussions among themselves concerning the
   development, construction and operation of certain district energy and co-
   generation facilities; and

   WHEREAS, the Parties consider there to exist a market among customers who
   will seek to out-source the responsibilities attendant to such facilities;
   and

   WHEREAS, each of the Parties possesses specific skills, experience and
   capabilities that are complementary to the other Parties and that in
   combination can, in the opinion of the Parties, enable such district energy
   and co-generation facilities to be developed; and

   WHEREAS, the Parties now seek to establish their agreement that will
   facilitate and enable them to pursue such out-sourcing opportunities;

   NOW, THEREFORE, in consideration of the promises and mutual agreements
   contained herein and other good and valuable consideration, the receipt and
   sufficiency of which are hereby acknowledged, the Parties agree as follows:

   SECTION 1.     SCOPE OF AGREEMENT 

        1.1  OBJECTIVE/SCOPE OF AGREEMENT:  The Parties are interested in
             entering into a marketing arrangement as set forth herein whereby
             the Parties' specific skills, experience, and capabilities are
             used to identify, propose and facilitate the implementation of
             "out-sourced" (i.e. contracted out development, ownership and
             operation) district energy (electric, heating and cooling) and
             "out-sourced" co-generation (primary electric power with heat
             recovery for value added) power projects for small to medium size
             industrial, commercial, and institutional customers, using P&WC's

                                        - 1 -<PAGE>



          

             0.4 MW - 3.5 MW gas turbines, in either new (greenfield) or
             retrofit of existing facilities in the New York State and New
             England (i.e. specifically the states of Massachusetts, Maine,
             Connecticut, New Hampshire, Rhode Island and Vermont) area (the
             "Projects"). The foregoing description shall not preclude the
             Parties from unanimously agreeing, from time to time, to jointly
             pursue other out-sourced district energy and out-sourced co-
             generation opportunities in other geographic areas.

        1.2  PRELIMINARY UNDERSTANDING:  Each of the Parties shall exercise
             reasonable efforts in performing the obligations set forth herein
             and co-operate in good faith with the other Parties to that end as
             set forth herein.  This Agreement represents the preliminary
             understanding of the Parties with respect to the subject matter
             hereof.  Each Project in which the Parties participate is expected
             to necessitate contract documents and other arrangements specific
             to that Project.

        1.3  ROLE OF THE PARTIES:  Subject to the terms hereof, each Party
             shall have the following roles in respect of any Projects awarded
             pursuant hereto:

             a)   TEN shall serve as the lead entity.  TEN may request the
                  efforts and lead the activities of the other Parties in all
                  aspects that relate to the preparation of proposals in
                  respect of Projects, in accordance with the terms hereof. 
                  TEN shall be under no obligation to incur any third party
                  costs in connection with the preparation or development of
                  proposals other than as expressly set forth herein or
                  pursuant hereto.  TEN also shall have the right, but not the
                  obligation, to: i) serve as the Prime Contractor (as
                  hereafter defined) with individual customers either as the
                  sole Prime Contractor or co-Prime Contractor with Carrier and
                  to ii) own and operate the Projects.  TEN or an affiliated
                  company shall be entitled to bid on the provision of natural
                  gas and transportation service to Projects within the
                  territory of TEN or its affiliate, and natural gas only to
                  Projects outside its territory, the whole subject to Section
                  1.4 hereof.

                  In its role as owner/operator and/or Prime Contractor, TEN
                  shall also supply or manage the supply of, as appropriate,
                  all other engineering design, material and services
                  procurement, construction services, and initial system check-
                  out, start-up, and commissioning necessary to create a
                  "turnkey" facility.

             b)   P&WC will be entitled to bid on the supply and maintenance of
                  the gas turbine engines for all Projects whose requirements
                  dictate engines in the 0.4 MW to 3.5 MW range ("Engines") and
                  related engineering maintenance services, it being understood
                  that it shall do so either by supplying same itself or

                                        - 2 -<PAGE>



          

                  through another entity under any packaging agreement it may
                  enter into (as same may be amended, supplemented, restated or
                  replaced from time to time the "Packaging Agreement"), which
                  packager may also become a party to this Agreement. In the
                  event that the packager becomes a party to this Agreement,
                  P&WC shall be relieved from its obligations hereunder to the
                  extent that they are being performed by the packager
                  including the obligations set forth in Section 5.3 hereof. 
                  It is understood that P&WC s obligations in connection with
                  any Project under this Agreement shall be subject to P&WC
                  establishing a Packaging Agreement with a packager suitable,
                  in P&WC s sole opinion, for packaging its engines. In the
                  event that i) such Packaging Agreement is not established;
                  ii) such Packaging Agreement is terminated, iii) the packager
                  has withdrawn from this Agreement; or iv) the packager has
                  failed to fully support the goals, objectives and intent of
                  this Agreement, in P&WC s opinion, P&WC may send a notice to
                  the packager terminating this Agreement as it relates to the
                  packager and either aa) nominate a replacement for the
                  packager, bb) directly supply the Engines itself, or cc)
                  itself withdraw from this Agreement, at P&WC s sole option.
                  The Parties also agree that, notwithstanding anything herein
                  to the contrary, P&WC shall be free to enter into a Packaging
                  Agreement with and sell Engines to a packager that does not
                  enter into or adhere to this Agreement, in whole or in part,
                  and shall not be in breach of this Agreement as a result of
                  any such Packaging Agreement or sales pursuant thereto,
                  including where the Engine is ultimately destined for use in
                  a potential Project.  P&WC will use reasonable efforts to
                  participate in sales presentations, as appropriate. P&WC
                  shall not, and shall not be obliged to, be the Prime
                  Contractor or contracting party with any Project customer.

             c)   Oxford will have a business development role within such
                  geographic region as the Parties have designated in
                  accordance with Section 1.1. Oxford will participate in sales
                  presentations, as appropriate. The Parties expect that TEN
                  will enter into a sales agreement with Oxford that, among
                  other things, specifies the nature of the sales activities to
                  be conducted by Oxford, which such sales agreement, including
                  the remuneration payable thereunder, to be unanimously
                  approved by the Parties. Notwithstanding the approval of this
                  sales agreement by P&WC and Carrier, TEN shall remain solely
                  responsible for all of its obligations thereunder without
                  contribution or indemnification from P&WC or Carrier.

             d)   Carrier will be the supplier of HVAC systems and services
                  used in Projects.  Carrier may act as Prime Contractor, where
                  applicable. Carrier Regional Sales Offices are expected to be
                  significant contributors to promotional activity.

             None of the Parties shall be obligated to do so, but each of them

                                        - 3 -<PAGE>



          

             may, with the consent of the other Parties (other than TEN where
             such consent is not required), acquire equity in any Project,
             provided however that the Parties recognize that TEN is expected
             to furnish and own all of the equity in Projects executed
             hereunder.  All services and materials which any Party (other than
             TEN) supplies as an in kind contribution with the consent of the
             other Parties pursuant hereto shall be considered by the Committee
             as a potential equity investment in the Project in accordance with
             Section 5.3b).

             This Section sets forth the anticipated functions of the Parties
             in respect to any Project without creating any obligation on the
             part of any Party which is not evidenced by a contract executed
             pursuant to a Prime Contract (as hereafter defined) with a Project
             customer.

        1.4  COMPETITIVENESS OF PARTY CONTRACTS:  The Prime Contractor on any
             Project shall use its best efforts to secure customer approval of
             the other Parties as sub-contractors.  Any such contract proposed
             to be entered into between the Prime Contractor with any Party or
             affiliate of any Party, must be negotiated in good faith on an
             arm s-length basis and must have terms that are reasonable in view
             of those available in the market from unaffiliated third parties.

        SECTION 2.     ACCESS TO INFORMATION; CONFIDENTIALITY

        2.1  ACCESS TO INFORMATION:  Subject to the terms of this Section 2 and
             the Proprietary Information Agreement (as hereafter defined), each
             Party shall provide to the other Parties data, documents, and any
             other information that is, in the disclosing Party s sole opinion,
             pertinent to the objectives stated herein at Section 1.1 and any
             particular Project.

        2.2  CONFIDENTIALITY:  The Parties hereto have entered into a
             Proprietary Information Agreement dated April 22, 1998 and
             attached hereto and incorporated herein as Annex A (as same may be
             amended, renewed, extended, supplemented, restated or replaced
             from time to time the "Proprietary Information Agreement").  The
             obligations of each Party to the Proprietary Information Agreement
             shall remain in effect for the term specified therein,
             notwithstanding the termination or expiration of this Agreement,
             and the Proprietary Information Agreement is hereby amended to
             extend the term thereof to be co-terminous with this Agreement. 
             The Parties agree that the terms of this Agreement shall
             constitute "Proprietary Information" under the Proprietary
             Information Agreement and shall be treated as such in accordance
             with the terms thereof.

        2.3  PROPERTY RIGHTS:  It is understood and agreed that no license,
             express or implied, under any copyright, patents, trade secrets or
             know how ("Know How") of any Party is granted hereunder or by any
             disclosure of confidential or proprietary information hereunder or

                                        - 4 -<PAGE>



          

             under the Proprietary Information Agreement.  Each Party shall
             retain all of its property rights in any such Know How which it
             possessed prior to the date of this Agreement and the property
             rights to any new Know How developed by that Party, either alone
             or in conjunction with other Parties, during the performance of
             its obligations hereunder shall, subject to any restrictions
             imposed by any Prime Contract, vest in such Party. 

        2.4  NO PRESS RELEASES: Each Party agrees that it shall not, without
             the other Parties' written consent, issue a press release or have
             any contact with or respond to the news media with any sensitive
             or confidential information with respect to this Agreement or any
             Project or proposed Project.

        SECTION 3.     EXCLUSIVITY

        During the term of the Agreement and any extension thereof agreed to by
        the Parties, the Parties hereto agree to refer to TEN potential
        Projects (i.e. projects which meet the definition of "Projects" set
        forth in Section 1.1) in accordance with Section 5.2 hereof and to work
        exclusively with each other to propose and facilitate the
        implementation of Projects that have been determined will be pursued
        pursuant to the terms hereof.   For greater clarity, no Party shall
        participate in any competing proposals in respect of Projects that have
        been determined will be pursued hereunder, unless it is not awarded a
        sub-contract pursuant hereto.  It is further agreed that any Party that
        has voted to reject a potential Project shall not participate, directly
        or indirectly, in such potential Project for a period of twelve (12)
        months following formal rejection of such potential Project by such
        Party although the Parties who have voted to approve such Project may
        nevertheless pursue same, either jointly or individually.
        Notwithstanding the foregoing or anything herein to the contrary, if
        the Party which voted to reject a Project can demonstrate that it was
        actively pursuing such potential Project on a non out-sourced basis or
        that the potential Project did not otherwise meet the definition of
        "Project" hereunder, including at the time it was brought to the
        attention of the Parties for the purposes of a vote hereunder, such
        Party may continue to pursue such Project on such basis.

        SECTION 4.     MANAGEMENT, RELATIONSHIP

        4.1  COMMITTEE: The Parties  activities hereunder in respect of
             Projects shall be directed by an executive committee (the
             "Committee") comprised of four (4) members, each one representing
             a Party.  Each Party may, at any time, change its member of the
             Committee or appoint an alternate during its member s absence. 
             Appointments shall be effected by written notice to the other
             Parties.  The Committee shall, among other things, meet at least
             quarterly (which meetings may include telephonic meetings, and the
             minutes of which shall be recorded in writing) to discuss the
             status of Project related activities, to schedule and coordinate
             future activities, to select consultants and other advisors, to

                                        - 5 -<PAGE>



          

             prepare budgets, and conduct such other business as the Committee
             determines to be consistent with this Agreement.

             Each of the Parties hereby designates the following Committee
             members:

             TEN            James P. Laurito
             P&WC           Michael Foley
             Oxford         Nicholas F. DeFelice Sr.
             Carrier        Roger D. Morey

        4.2  VOTING:  Except as expressly set forth in this Agreement, all
             decisions (including all technical and financial decisions and the
             approval of Projects and Project proposals) with respect to this
             Agreement, as well as all decisions regarding basic policies and
             procedures, shall require the unanimous consent of the Parties
             acting through the Committee.

        4.3  RELATIONSHIP:  The business relationship intended by this
             Agreement is one of team members with one or more of the Parties
             acting as Prime Contractor and some as sub-contractor.  This
             relationship is not intended to be and shall not be construed as
             creating any fiduciary relationship, an agency or joint venture,
             partnership, consortium or formal business organization or
             association of any kind; each Party is and shall remain an
             independent contractor.  No other relationship shall be created by
             any reference to the parties operating as a "team" for the
             purposes hereof.  No Party shall have any right, power or
             authority to create any obligations, express or implied on behalf
             of any other Party.  For greater certainty, the Parties hereby
             agree that no Party shall be obliged to grant any form of
             financial assistance or guarantee pursuant hereto unless it has
             expressly agreed to do so.  Each Party shall pay all wages,
             salaries and other amounts due its respective employees and shall
             be responsible for all obligations respecting them relating to
             income tax withholdings, unemployment insurance premiums, health
             care and pension plan contributions and other similar
             responsibilities. Notwithstanding anything herein to the contrary,
             the obligations of the Parties shall be limited to the co-
             operation set forth herein in respect of the referral, proposal,
             and facilitation of the implementation of Projects by way of
             appropriate sub-contracts.

        SECTION 5.     PROJECT DEVELOPMENT PROCESS

        5.1  MARKETING:  Each Party is expected to designate a marketing/sales
             resource person to participate as necessary on a
             Marketing/Business Development Team ("Team") led by TEN. 
             Accordingly, each of the Parties hereby designates the following
             Team members which may be changed at any time by the appointing
             Party:
             TEN            William Reis

                                        - 6 -<PAGE>



          

             P&WC           E. A. Traynor
             Oxford         Scott F. DeFelice
             Carrier        Rolando A. Furlong

             The Team will produce a marketing, sales, and promotional plan
             consistent with objectives of the Parties in accordance with this
             Agreement and which fully leverages the skills and name brand
             recognition of the Parties.  Following approval by the Committee,
             it is expected that the Parties will share, in the proportions
             agreed to by the Committee, all costs thereof, including design
             and production of marketing plan materials to be distributed by
             the Parties and other Committee pre-approved advertising expenses.

        5.2  LEAD GENERATION AND EVALUATION:  Each Party will refer to TEN
             potential Projects (i.e. projects which meet the definition of
             "Projects" set forth in Section 1.1) brought to its attention, for
             the consideration of the Committee. Each such potential Project
             will be recorded in a log maintained by TEN.  The Committee shall
             establish criteria by which all such potential Projects are
             evaluated, and shall determine whether to submit proposals in all
             instances within a specific period. If the Committee determines
             that it will not submit a proposal with respect to any potential
             Project, then any Party may do so individually or with other
             Parties, the whole subject to Section 3 hereof.

             No potential Project opportunity shall become a Project governed
             by the terms of this Agreement unless unanimously approved by the
             Committee.

        5.3  PROPOSAL PREPARATION:

             a)   The Parties shall use reasonable efforts to prepare
                  competitive proposals in connection with the Projects.

             b)   TEN will direct the preparation of all Project proposals, and
                  shall prepare an estimate of i) any third party (including
                  architectural or application engineering capabilities) costs,
                  ii) any in kind contribution by the Parties,  or iii) any
                  other costs that fall outside the normal scope of the
                  Parties' respective roles as set forth in Section 1.3 hereof,
                  that are necessary to prepare a proposal, such costs and
                  contributions not to be incurred unless and until the
                  Committee agrees as to the manner in which they are to be
                  incurred, evaluated, allocated and assumed. The Parties shall
                  submit to TEN data and information concerning such Party's
                  share of the proposed contract including a proposed price
                  (and, where requested by TEN, a breakdown of the proposed
                  price as between goods and services supplied) for use in
                  proposal preparation, shall make available appropriate
                  personnel to work on its portion of the proposal, and shall
                  provide reasonable assistance to TEN in preparation of the
                  proposal. Without limiting the generality of the foregoing,

                                        - 7 -<PAGE>



          

                  each Party commits to use reasonable efforts to provide such
                  reasonable and appropriate application engineering
                  capabilities on the preparation of their individual share of
                  the proposal in respect of Projects identified and accepted
                  by the Committee as such supplying Party determines in
                  accordance with their roles identified in Section 1.3. 

             c)   TEN shall prepare the proposal, integrate the information
                  provided by the other Parties, and, after Committee approval,
                  submit the proposal to Project customers and shall include in
                  the proposal each Party's proposed price for each Party's
                  share of the contract.  TEN shall have responsibility for the
                  content of the proposal and agrees to consult with the other
                  Parties, before submission of the proposal.

             d)   TEN shall identify each Party as a proposed sub-contractor
                  and shall describe in the proposal each Party s role.

             e)   TEN shall be responsible for any communications with the
                  Project customer and agrees to give the other Parties an
                  opportunity to be present at meetings with the Project
                  customer.

             f)   TEN agrees to consult with, and obtain the concurrence of the
                  other Parties, before making any changes in the proposal.

             g)   TEN agrees to keep the other Parties fully advised of any
                  changes in the proposal or the Project customer s
                  requirements and timely advised of the status of the
                  proposal.

             h)   TEN shall use efforts that are reasonable and diligent after
                  submission of the proposal to the customer to obtain the
                  Project contract award. The other Parties shall assist in
                  such efforts, as TEN may reasonably request.

        5.4  CONTRACT EXECUTION PHASE:  Upon acceptance of a proposal by a
             Project customer, TEN shall prepare and execute all necessary
             documents with the customer (the "Prime Contract"), unless TEN and
             the other Parties consider it appropriate that another Party act
             in this  ("Prime Contractor") capacity, with such Party s consent. 
             The Prime Contractor shall be solely responsible to the Project
             customer for performance under the Prime Contract.  Each Party is
             obliged to comply with terms of contracts signed by such Party
             with any other Party in connection with any Project, pursuant to
             receipt of Prime Contract by TEN or Carrier.  Upon receipt of
             contract, the Prime Contractor (TEN and/or Carrier) will issue
             purchase orders and execute other appropriate contract documents
             with the other relevant Parties in connection with each such
             Party s role as set forth in Section 1.3 hereof, subject to
             reasonable negotiations on the terms of such purchase orders and
             contract documents and to the terms of the Packaging Agreement it

                                        - 8 -<PAGE>



          

             being understood that the Project proposal and contract with the
             Project customer shall not contain any indemnities, warranties,
             covenants, undertakings or obligations which are greater in scope
             that those provided pursuant to each individual contract document,
             purchase order and/or Packaging Agreement. Upon execution of such
             purchase orders, or contract documents, the obligations of the
             Parties hereunder, other than those referred to in Section 12.7,
             shall cease in respect of such Project.

        5.5  POST COMPLETION:  TEN expects to, and may at its option, assume
             all responsibility for operation and administration of Projects
             following their completion.

        SECTION 6.     COSTS; LIMITATION; REPRESENTATIONS

        6.1  COSTS:  Each Party is responsible for its own costs and expenses
             in respect of this Agreement and any Project except as otherwise
             specifically agreed in this Agreement or otherwise in writing.

        6.2  LIMITATION:  Notwithstanding any other provisions of this
             Agreement, in no event shall a Party, or its directors, officers,
             employees and agents, by reason of any of their respective acts or
             omissions relating to the development, negotiation, design,
             financing, acquisition, ownership, construction, operation or
             maintenance of any Project or relating to any of their obligations
             under this Agreement, be liable to any other Party whether in
             contract, tort, misrepresentation, warranty, negligence, strict
             liability or otherwise for any special, indirect, incidental,
             consequential, punitive or exemplary damages arising out of or in
             connection with this Agreement, or the performance, non-
             performance or breach thereof, even if such Party has been advised
             of the possibility of same or even if same were reasonably
             foreseeable.

        6.3  REPRESENTATIONS AND WARRANTIES: Each Party represents and warrants
             that (a) it is an entity duly organized, validly existing and in
             good standing under the laws of the jurisdiction in which it is
             organized; (b) it has the necessary power and authority to enter
             into and perform its obligations under this Agreement; (c) it has
             duly authorized the person(s) signing this Agreement to execute
             this Agreement on its behalf; and (d) the execution and delivery
             of this Agreement and its performance by such Party will not
             violate, result in a breach of or conflict with, its
             organizational documents or the terms of any other agreement
             binding on such Party.  Except as set forth in this Section 6.3,
             the Parties make no other representation, warranty or guarantee.

        SECTION 7.     TERM; TERMINATION; WITHDRAWAL

        7.1  TERM: This Agreement shall have an initial term of two (2) years
             commencing as of the date hereof.  It will renew automatically for
             additional terms of one year each, unless terminated by all the

                                        - 9 -<PAGE>



          

             Parties.

        7.2  WITHDRAWAL BY ANY PARTY:  Notwithstanding any other provision
             contained in this Agreement, any Party, in its sole and absolute
             discretion and upon thirty (30) days written notice to the other
             Parties, shall have the absolute right to withdraw from this
             Agreement at any time.  Upon a withdrawal by a Party from this
             Agreement, this Agreement shall continue in effect with respect to
             the non-withdrawing Parties.  Upon withdrawal by any Party, the
             other Parties shall be entitled to complete the development of any
             Projects for which a contract with a Project customer has been
             executed exclusive of the withdrawing Party, and the withdrawing
             Party and its affiliates agree not to participate in the
             development and acquisition of such Projects for which a contract
             with a Project customer has been executed in any manner for a
             twelve (12) month period following such withdrawal, including
             acting as consultant, and for a period of twelve (12) months in
             respect of any Project which it voted to reject pursuant to
             Section 3 hereof.  

        7.3  DEEMED WITHDRAWAL:  If any Party (a) suffers a change in control
             (i.e. with respect to Parties which are not publicly traded or
             whose ultimate parent company is not publicly traded, the direct
             or indirect authority to or right, by ownership of voting equity,
             contract or otherwise to elect a majority of the board of
             directors or other governing body of the subject person), that
             would in the other Parties  opinion adversely affect this
             Agreement (b) files a voluntary petition in bankruptcy or seeks
             liquidation, reorganization, stay, moratorium or other form of
             debtor's relief under applicable laws, (c) consents to a
             bankruptcy or insolvency proceeding involuntarily brought against
             it or admits in writing its inability to pay its debt as they
             become due, (d) has an involuntary bankruptcy or insolvency
             proceeding brought against it and such proceeding is not timely
             contested or is not dismissed within sixty (60) days, (e) makes a
             general assignment for the benefit of creditors, or a receiver,
             trustee, liquidator or officer with similar powers is appointed
             with respect to its properties, or (f) materially breaches any of
             its material obligations under this Agreement, including, but not
             limited to, repeatedly failing to participate in meetings or
             decisions without valid cause, paying any costs it has agreed to
             pay on a timely basis after written notice, or otherwise
             faithfully discharging its material obligations to the other
             Parties hereunder or pursuant hereto (including repeated breaches
             by any Party of any sub-contract in respect of a Project), then
             all the other Parties shall have the right to give written notice
             to such Party that it will be deemed to have withdrawn from this
             Agreement unless such failure is cured within thirty (30) days. 
             If the Party receiving such notice does not timely cure the
             default, then the other Parties (acting unanimously) may declare
             such Party as having withdrawn from this Agreement.  A Party that
             is deemed to have withdrawn from this Agreement shall not

                                        - 10 -<PAGE>



          

             participate in the development and acquisition of any Project for
             which a Contract with a Project customer has been executed
             pursuant hereto or which had been referred to TEN or the Committee
             for consideration prior to such deemed withdrawal for a twelve
             (12) month period following such withdrawal, including acting as a
             consultant.

        7.4  CONTINUED PERFORMANCE: Notwithstanding anything herein that may be
             construed to the contrary, a withdrawing Party (whether under
             Section 7.2  or 7.3 hereof) shall remain fully obligated to
             perform all of its obligations under or pursuant to this Agreement
             which were incurred prior to withdrawal in respect of a Project
             which the Parties have  i) accepted to pursue in accordance with
             the terms hereof or ii) for which a contract with a Project
             customer has been signed. 

        SECTION 8.     FORCE MAJEURE

        No Party shall be responsible for any failure to perform or for any
        delay in performance of the terms of this Agreement where the failure
        or delay is due to acts of God or the public enemy, war, riot, embargo,
        fire, explosion, sabotage, flood, accident; strikes, lockouts or other
        labour disturbances from whatever cause arising; enactment,
        promulgation or issuance of any laws, regulations, orders or decrees of
        any competent governmental, regulatory or judicial authority; or,
        without limiting the foregoing, any circumstances of like or different
        character beyond such Party's control.

        SECTION 9.     GOVERNING LAW; ARBITRATION; REMEDIES

        9.1  GOVERNING LAW:  This Agreement shall be interpreted in accordance
             with and governed by the laws of the State of Connecticut, without
             regard to the conflicts of law principles thereof.  The UNITED
             NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF
             GOODS shall not apply to this Agreement, and the Prime Contractor
             shall use its best efforts to exclude same under any contract with
             any Project customer.

        9.2  ARBITRATION:  All disputes arising in connection with or under
             this Agreement other than in respect of the Proprietary
             Information Agreement or the Packaging Agreement shall be finally
             settled by arbitration, using the AMERICAN ARBITRATION ASSOCIATION
             RULES then in effect (the "Rules") by arbitrators appointed in
             accordance with the Rules. The arbitration shall he held in
             Hartford, Connecticut (USA) and the arbitration proceedings shall
             be conducted, and the award shall be rendered, in the English
             language. All decisions rendered by arbitrators shall be final,
             binding and non-appealable. This agreement to arbitrate shall be
             binding upon the successors, assigns and any trustee or receiver
             of any Party.  The arbitrators shall have the right and obligation
             to award attorneys  fees and costs to the prevailing Party(ies)
             arbitration.

                                        - 11 -<PAGE>



          

        9.3  REMEDIES:  In the event of any breach or threatened breach of this
             Agreement by any Party hereto, the other Parties shall be entitled
             to equitable relief through an injunction in addition to any other
             rights and remedies available to it.

        9.4  NON-RECOURSE:  The obligations of the Parties under this Agreement
             are obligations of the Parties only and no recourse shall be
             available against any officer, director, stockholder or, except as
             permitted under applicable law, partner of any Party.

        SECTION 10.    COMPLIANCE WITH LAWS

        Each Party shall comply with all applicable federal, provincial, state
        and municipal laws, rules and regulations in effect or hereafter
        adopted (including with the U.S. FEDERAL PROCUREMENT INTEGRITY ACT)
        relating to its efforts hereunder and shall defend, indemnify and hold
        the other Parties harmless from and against any and all losses, costs,
        expenses (including reasonable attorney's fees and disbursements),
        taxes, penalties, fines, liabilities, claims or damages resulting from
        or in any manner connected with any non-compliance thereto.

        SECTION 11.    NOTICE

        Any notice, demand or other communication required or permitted to be
        given to any Party shall be in writing and shall be:

                  a)   personally delivered to such Party;

                  b)   sent by prepaid overnight courier; or

                  c)   sent by facsimile transmission or similar method of
                       recorded communication, charges prepaid, confirmed by
                       prepaid overnight courier.

        Any notice, demand or other communication given pursuant to
        subparagraphs (a), (b) and (c) above shall be delivered or sent to the
        intended recipient at its address indicated on the signature pages
        hereof.

        Any Party may from time to time change its address by written notice to
        the other Party given in accordance with the provisions hereof.
   Any notice, demand or other communication delivered in accordance with
   paragraph (a) above shall be deemed to have been received on the first
   business day following the date of its delivery; if sent in accordance with
   paragraph (b) above, it shall be deemed to have been received on the second
   business day following the date it was so sent; and if sent in accordance
   with paragraph c) above, it shall be deemed to have been received on the
   first business day following the date of its transmission by facsimile or
   similar method of recorded communication.  Any notice of change of address
   shall be deemed to be received only when actually received.

        SECTION 12.    GENERAL

                                        - 12 -<PAGE>



          

        12.1 PREAMBLE; INTEGRATION:  The preamble and Exhibits hereto shall
             form an integral part hereof as if recited at length.  The terms
             and provisions contained in this Agreement constitute the entire
             agreement between the Parties with respect to the subject matter
             hereof.

        12.2 NO WAIVER:   No amendment or waiver of this Agreement shall be
             binding unless executed in writing by all of the Parties.  No
             waiver of any of the provisions of this Agreement shall constitute
             a waiver of any other provision (whether or not similar) nor shall
             such waiver constitute a continuing waiver unless otherwise
             expressly provided.

        12.3 BINDING NATURE AND ASSIGNMENT:  This Agreement will be binding on
             and enure to the benefit of the Parties hereto and their
             respective successors and permitted assigns.  No Party may assign
             this Agreement or any of their rights or obligations hereunder or
             delegate the performance thereof to a third party (subject to the
             Packaging Agreement) without the prior written consent of the
             other Parties.

        12.4 SEVERABILITY:  Any provision in this Agreement which is held to be
             illegal or unenforceable in any jurisdiction shall be ineffective
             to the extent of such illegality or unenforceability without
             invalidating the remaining provisions and any such illegal or
             unenforceable provision shall be deemed to be restated to reflect
             as nearly as possible the original intention of the Parties in
             accordance with applicable law.

        12.5 EXTENDED MEANINGS:  In this Agreement, words importing the
             singular number include the plural and vice versa and words
             importing gender include all genders.  The word "person" includes,
             subject to the context in which it appears, an individual,
             partnership, association, body corporate, trustee, executor,
             administrator or legal representative.

        12.6 HEADINGS:  The division of this Agreement into Sections,
             subsections and Annexes and the insertion of headings are for
             convenience of reference only and shall not affect its
             construction or interpretation.

        12.7 SURVIVAL:  The following provisions shall survive the expiration
             of termination of this Agreement, including the withdrawal, deemed
             or voluntary, of any Party:
                  SECTION 2.2       Confidentiality
                  SECTION 2.3       Property Rights
                  SECTION 6.2       Limitation of Liability
                  SECTION 7         Termination
                  SECTION 10        Compliance with Laws
                  SECTION 12        General

        12.8 COUNTERPARTS:  This Agreement may be executed in one or more

                                        - 13 -<PAGE>



          

             counterparts, each of which when so executed shall be deemed an
             original, but all of which taken together shall constitute one and
             the same complete and executed agreement.

        12.9 EFFECTIVE AGREEMENT:  If executed in counterparts, this Agreement
             shall become effective when each Party to this Agreement shall
             have received counterparts hereof signed by all of the other
             Parties hereto.













































                                        - 14 -<PAGE>



          


        IN WITNESS WHEREOF, the Parties have caused this Agreement to be
   executed by their duly authorized representatives as of the day and year
   first above written.


             The Energy Network, Inc.      Oxford Technologies, Inc.



             per: S/ James Laurito         per: S/ Nicholas F. DeFelice
                 --------------------           ------------------------
             Name:     James Laurito       Name:     Nicholas F.
             Title:    Vice President      DeFelice
                  Business Development     Title:    President

             Address:                      Address:
             60 Columbus Boulevard         221 South Street,
             P. O. Box 1500                Building "H"
             Hartford, CT 06144-1500       New Britain, CT, 06051

             Fax Number: 860 727-3064      Fax Number: (860) 225-3755
             Attention:     Vice President Attention:     President
                       Business
             Development


             Pratt & Whitney Canada Inc.   Carrier Corporation



             Per: S/ Reginald F. Steers    Per: S/ Roger D. Morey
                 ------------------------       --------------------
             Name:     Reginald F. Steers  Name:     Roger D. Morey
             Title:    Vice President      Title:    Vice President
                  Finance                       Business Development

             Address:                      Address:
             1000 Marie-Victorin           P.O. Box 4800
             Longueuil, Quebec             6304 Carrier Parkway
             Canada, J4G 1A1               Syracuse, NY

             Fax Number:  (450) 442-7298   Fax Number:  (315) 432-3898
             Attention:     General        Attention:     Vice President
             Manager,                                Business
                       Industrial Engine   Development
             Division






                                        - 15 -<PAGE>



          

                                     Annex A

                        Proprietary Information Agreement


















































                                        - 16 -<PAGE>