INDEPENDENT CONSULTING AGREEMENT


   THIS AGREEMENT entered into this 23rd day of December, 1998, by and between

   THE ENERGY NETWORK, INC., a Connecticut Corporation, with an office located

   at 60 Columbus Boulevard, Hartford, CT (hereinafter referred to as "TEN")

   and Oxford Technologies Inc. a Connecticut corporation, with an office

   located at 221 South Street, New Britain, CT (hereinafter referred to as

   "OXFORD").

   1. AUTHORIZATION AND AGREEMENT TO SOLICIT

          (a)  TEN hereby authorizes OXFORD, subject to the terms and

        conditions of this Agreement, to solicit expressions of interest and

        requests for proposals from potential customers to outsource the

        development, construction and operation of district energy and

        cogeneration power projects to TEN in the territory described below,

        and to refer such leads to TEN.  The projects which are the subject of

        this Agreement are those in which TEN expects to participate together

        with Pratt & Whitney Canada Inc., Carrier Corporation and OXFORD

        (collectively the "Alliance") pursuant to an Alliance Agreement (the

        "Alliance Agreement") dated October 23, 1998 (hereinafter, the

        "Projects").   This Agreement also shall relate to projects which TEN

        and OXFORD may pursue independently of the Alliance, provided, however,

        that TEN agrees in writing to pursue each particular such lead and that

        such leads meet reasonable qualifications that TEN may from time to

        time establish.  OXFORD shall conduct the activities set forth in this

        Agreement in those territories prescribed in the Alliance Agreement

        (hereinafter, the "Territory").

          (b) OXFORD agrees to devote its reasonable efforts to solicit orders

        for Projects in the Territory and agrees not to represent, sell, or

        offer for sale in the Territory any products, equipment or services

        which are competitive to the Projects defined herein, except as

        permitted in the Alliance Agreement.

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          (c) OXFORD shall use its expertise and know-how to identify and

        prequalify potential projects, including, but not limited to, make

        initial contacts, prepare and deliver sales presentations, and evaluate

        and screen projects, all in accordance with the criteria for qualifying

        leads and other requirements that the marketing committee of the

        Alliance is to establish.

          (d) OXFORD shall facilitate communications, meetings, discussions,

        and follow-up documentation with prospective customers, and also shall

        cooperate in the development of proposals and securing firm Project

        agreements, all under the direction of TEN.

          (e) OXFORD shall participate in bi-monthly conference calls as and

        when scheduled by the marketing committee of the Alliance or such other

        of its representatives as the Alliance members may designate,  to

        report all sales leads and assist in development of required

        Sales/Marketing information, literature and lead qualification data.


          (f) All leads and/or potential projects identified and reported by

        OXFORD to the members of the marketing committee of the Alliance at the

        bi-monthly conference calls (or at such other time and/or place as the

        members of the marketing committee shall determine) shall be deemed

        "Qualified Leads" for purposes of this Agreements provided i) such lead

        on potential project conforms to Section 1.1 of the Alliance Agreement,

        ii) the members of the marketing committee unanimously so agree, and

        iii) such leads and potential projects meet the criteria to be

        established by the Alliance marketing committee.


          (g) All leads and potential projects which OXFORD currently has

        identified, and any of such leads and potential projects which are

        deemed to be Qualified Leads, are reflected on Exhibit A hereto.






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   2.   LEGAL STATUS AND AUTHORITY OF OXFORD

        TEN and OXFORD acknowledge that OXFORD is an independent contractor and

   in no event shall OXFORD, its employees, agents or representatives be

   considered agents or employees of TEN, except as otherwise set forth in the

   Alliance Agreement. 



         OXFORD shall comply with all federal, state, county and local laws and

   regulations regarding an independent contractor and corporate employer.  

   The parties therefore agree that the legal status and authority of OXFORD

   pursuant to this Agreement shall be strictly construed and limited solely to

   the obligations set forth in Section I hereof.  OXFORD agrees that OXFORD

   has the responsibility while conferring or dealing with third parties, to

   reasonably describe its relationship with TEN under this Agreement and its

   relationship to parties of the Alliance Agreement, in such a way that no

   greater legal status or authority may be inferred by such third parties.



   3. CONSULTING FEES

        A Consulting Fee shall be paid to OXFORD within five (5) days of the

   execution of a contract for a Project by a  Qualified Lead (as defined above

   in Section 1 (f) provided that the schedule for development of such Project

   requires the execution of contracts for equipment within 45 days, otherwise

   payment of such consulting fee to be deferred to a date not later than

   forty-five (45) days prior to execution of such equipment contracts. The

   Consulting Fee payable with respect to each Project shall be based upon

   Capitalized Costs of the Project according to the following schedule:

        Capitalized Costs                       Consulting Fee
        -----------------                       --------------
        first $20,000,000                            3.0%

        over  $20,000,000                            2.0%




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   The term "Capitalized Costs" is defined as the sum of the budgeted costs

   plus contributed items stated at fair market value for each project

   allocated as balance sheet tangible assets such as property, plant and

   equipment, plant assets, or fixed assets, including but not limited to,

   land, building structures, machinery, equipment, furniture, tools and the

   following intangible costs:  Architecture fees, engineering fees, legal fees

   and any fees to be earned by TEN, if capitalized. The term "Capitalized

   Costs" shall exclude all capitalized interest, internal labor and the

   Consulting fee to be paid hereunder. In addition, OXFORD shall be paid a

   Consulting Fee for any fees that may be earned by TEN in the initial year of

   any arrangement pursuant to which TEN provides service, operation,

   management and/or construction services with an OXFORD qualified lead, equal

   to four percent (4%) of the revenue to be received by TEN, but only in those

   instances where TEN does not own  the  Project.

         In the event that TEN closes subsequent Project(s) with a previous

   Qualified Lead, OXFORD shall be entitled to a Consulting Fee as set forth

   above, provided OXFORD performs its responsibilities as set forth in this

   Agreement.  However, if a Project is closed with the same OXFORD Lead within

   six (6) months from the date that the prior Project contract was executed

   with said OXFORD Lead, Consulting Fees shall be calculated on the

   Capitalized Costs on a cumulative basis.



   4.  EXPENSES

        All expenses and other costs attendant with the obligations of OXFORD

   hereunder shall be borne by OXFORD.  By way of example and not limitation,

   should OXFORD utilize third party assistance in soliciting orders for

   projects, any resulting compensation to such a third party shall be the

   responsibility of OXFORD.

        All expenses and other costs attendant with the obligations of TEN

   hereunder shall be borne by TEN.  By way of example and not limitation,


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   should TEN utilize third party assistance in soliciting orders for projects,

   any resulting compensation to such a third party shall be the responsibility

   of TEN.



   5.  CONFIDENTIAL INFORMATION

        TEN and OXFORD shall mutually treat as confidential and shall safeguard

   all information, memoranda, reports and records pertaining to, or resulting

   from, this Agreement or performance hereunder.  Further, OXFORD agrees to be

   fully bound by the terms and conditions of a Proprietary Information

   Agreement dated April 22, 1998 executed by Oxford Industries of Connecticut,

   Inc.



   6.  TRADEMARKS

        OXFORD shall not use in any way, directly or indirectly, in whole or in

   part, trade names or trademarks owned by TEN or other parties to the

   Alliance Agreement, or trade names or trademarks confusingly similar thereto

   in connection with OXFORD's business except in the manner and to the extent

   that to which TEN or such parties may specifically consent in writing.

        TEN shall not use in any way, directly or indirectly, in whole or in

   part, trade names or trademarks owned by OXFORD or other parties to the

   Alliance Agreement, or trade names or trademarks confusingly similar thereto

   in connection with TEN s business except in the manner and to the extent

   that to which OXFORD or such parties may specifically consent in writing.



   7.  OXFORD'S EMPLOYEES

        All persons employed by OXFORD in connection with operations under this

   Agreement shall be considered employees of OXFORD and shall in no way,

   either directly or indirectly, be considered employees of TEN.  Any taxes or

   contributions levied by any governmental entity based upon the payrolls of

   or employment by OXFORD shall be the exclusive liability of OXFORD and shall


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   in no way be chargeable to TEN.



   8.  WARRANTIES BY OXFORD AND TEN

        OXFORD hereby agrees to indemnify and hold harmless TEN from any claim,

   damage, loss, penalty or expense (including legal fees) resulting from the

   failure of OXFORD to comply with any of the terms or conditions of this

   Agreement.  TEN hereby agrees to indemnify and hold harmless OXFORD from any

   claim, damage, loss, penalty or expense (including legal fees) resulting

   from the failure of TEN to comply with any of the terms or conditions of

   this Agreement.



   9.  TERMINATION

          (a)  This Agreement shall have a term which is coterminous with the

        term of the Alliance Agreement,  unless terminated earlier by either

        party for any reason by the giving of thirty (30) days  prior written

        notice to the other party, delivered by registered mail addressed to

        such party at its last known address.  Such notice will be deemed to be

        given on the date of mailing.  In the event OXFORD or TEN withdraws,

        voluntarily or involuntarily, from the Alliance Agreement, then this

        Agreement also shall terminate.

          (b)  In the event of termination, TEN shall have no further

        responsibility to OXFORD except:

               (1)  To pay any Consulting Fees due and owing;

               (2)  To pay, when due and owing, a Consulting Fee on any

             prospective Project which becomes a Qualified Lead within one

             hundred twenty (120) days subsequent to termination of this

             Agreement but which was,  solicited by OXFORD prior to such

             termination; and

          (c)  In the event of termination, OXFORD also shall promptly return

        to TEN any and all product models, price books, customer lists, and


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        other sales aids furnished to it by, or developed jointly with, TEN and

        all copies thereof, at the termination of this Agreement, OXFORD shall

        submit a list of potential projects on which information has been

        developed;

           (d)  OXFORD agrees to be bound by all of the termination provisions

        of this Agreement and expressly waives any rights which it may have (i)

        under any statute or other provision of law or regulation which rights

        are not set forth in this Agreement, and further agrees to hold TEN

        harmless from any damages or liabilities arising out of or based upon

        any such statute or other provision of law or regulation; and, (ii)

        under any statute in the Territory which requires TEN to pay OXFORD

        upon termination, compensation, damages, penalties or the like based

        upon OXFORD s representation of TEN in the Territory pursuant to this

        Agreement or otherwise; and OXFORD further hereby expressly waives any

        right to such payments, and further agrees to indemnify and hold

        harmless TEN against any claim for, or based upon rights to, such

        compensation, damages, penalties or the like.




























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   10.  MISCELLANEOUS

          (a)  This Agreement is not exclusive.  TEN and OXFORD may enter into

        other agreements with third parties to provide similar services.

          (b)  This Agreement and the rights and obligations hereunder shall be

        and hereby are personal and non-assignable, therefore, any assignment

        or transfer thereof by OXFORD or TEN shall be void, except with the

        written consent of  the other party.

          (c)  This Agreement shall be construed in accordance with and

        governed by the laws of the State of Connecticut.



        IN WITNESS WHEREOF, the parties have hereto executed this Agreement in

   the month, day and year first written above.



        THE ENERGY NETWORK, INC.           OXFORD TECHNOLOGIES INC.

        By: S/ James P. Laurito            By: S/ Nicholas F. DeFelice
           -----------------------------      ----------------------------
               James P. Laurito                   Nicholas F. DeFelice

        Its President,                     Its President,
           -----------------------------      ----------------------------
                         duly authorized                   duly authorized
























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