ExhibitA

ASSIGNMENT OF RIGHTS TO PAYMENTS

AND CONSENT TO ASSIGNMENT

	In consideration of the payment of $10.00 and other good and valuableconsideration, receipt of which is hereby acknowledged, Downtown CogenerationAssociates Limited Partnership (the "Partnership"), a Connecticut limitedpartnership, hereby sells, assigns, transfers and conveys over to The EnergyNetwork, Inc. ("TEN"), a Connecticut corporation, all of the Partnership'srights to payments now of hereafter due and owing to the Partnership by TheHartford Steam Company ("HSC"), a Connecticut corporation, under a certain SteamSupply Termination Agreement (the "Steam Supply Termination Agreement"), datedthis date, between the Partnership and HSC, in the aggregate amount of$5,800,000, a copy of which Steam Supply Termination Agreement is attachedhereto as Exhibit A and is made a part hereof, to have and to hold the same untoTEN, its successors and assigns forever.

	Dated this 29th day of December, 1999.

				DOWNTOWN COGENERATION ASSOCIATES LIMITED 

				 PARTNERSHIP

				By:  The Energy Network, Inc.

				     A General Partner

				     By: S/ R. L.Babcock             
					     Name  R. L. Babcock

					     Title  Vice President

					  and

		         Hartford Cogeneration Associates 

		         Limited Partnership

			         A General Partner

				       By: Independent Energy

				           Operations, Inc.

				           Its General Partner

				           By: S/ Paul F.Romanelli         
					           Name:Paul F. Romanelli

					           Title:President

STATE OF CONNECTICUT	:

		:  SS.	Hartford	December29, 1999

COUNTY OF HARTFORD	:

	Personally appeared Reginald L. Babcock, Vice President, ofThe Energy Network, Inc., signer and sealer of the foregoing instrument, andacknowledged the same to be his/her free act and deed as such VicePresident and the free act and deed of said corporation, before me.

 

			S/ Dwight A. Johnson
                                 Dwight A. Johnson

			Commissioner of the Superior Court

			~~Notary Public~~
			~~My Commission Expires:~~
 

STATE OF CONNECTICUT	:

		:  SS.	Hartford        December29, 1999

COUNTY OF HARTFORD	:

	Personally appeared Paul Romanelli, President, ofIndependent Energy Operations, Inc., signer and sealer of the foregoinginstrument, and acknowledged the same to be his/her free act and deed as suchPresident and the free act and deed of said corporation, before me.

 

			S/ Dwight A.Johnson              

                                  Dwight A. Johnson

			Commissioner of the Superior Court

			~~Notary Public~~
			~~My Commission Expires:~~
 

 

 

	The Hartford Steam Company hereby consents to the foregoing assignment ofrights to payments by Downtown Cogeneration Associates Limited Partnership toThe Energy Network, Inc.

						THE HARTFORD STEAM COMPANY

 

 

						By: S/ R. L.Babcock         
						   Name:  R. L. Babcock

						   Title:  Vice President

 

 

STATE OF CONNECTICUT	:

		:  SS.	Hartford	December29, 1999

COUNTY OF HARTFORD	:

	Personally appeared Reginald L. Babcock, Vice President, ofThe Hartford Steam Company, signer and sealer of the foregoing instrument, andacknowledged the same to be his/her free act and deed as such VicePresident and the free act and deed of said corporation, before me.

 

			S/ Dwight A.Johnson              

                                  Dwight A. Johnson

			Commissioner of the Superior Court

			~~Notary Public~~
			~~My CommissionExpires:~~