
<PAGE>


                                  EXHIBIT  10.32

                     MULTITRADE GROUP AND TULTEX CORPORATION

                                 STEAM AGREEMENT

                  AGREEMENT   between   Multitrade   Group,   Inc.,  a  Virginia
corporation  organized  and  existing  under  the  laws of the  Commonwealth  of
Virginia  (hereinafter  referred to as "Multitrade") and Tultex  Corporation,  a
Virginia  corporation with its principal office in Martinsville,  Virginia,  and
also  having a  manufacturing  facility  located on  Commonwealth  Boulevard  in
Martinsville, Virginia (hereinafter referred to as "Purchaser").


                  WHEREAS,  Multitrade  is in  the  process  of  constructing  a
topping cycle co-generation  facility capable of generating a minimum of 250,000
pounds of steam per hour for twenty-four  hours per day and 15,000  kilowatts of
electrical power for delivery to the City of Martinsville, Virginia.


                  WHEREAS,  in addition to the  aforementioned  steam generating
facility,  Multitrade  is in the process of  constructing  a steam  distribution
system capable of supplying certain steam,  water and water energy  requirements
of the Purchaser at its  manufacturing  facilities which are located in the City
of Martinsville, Virginia.


                  WHEREAS,  Multitrade's "topping cycle" co-generation  facility
will require  certain  volumes of water to operate the steam turbine  condenser,
and  Multitrade  will  purchase  necessary  volume  of  water  from  the City of
Martinsville  for  use  in  the  co-generation  cooling  process.  Operation  of
Multitrade's turbine generator cooling cycle will produce a by-product of heated
water.


                  WHEREAS,  the  Purchaser  uses hot  water  in its dye  process
division  and is  desirous of  purchasing  from  Multitrade  and  Multitrade  is
desirous of selling to the Purchaser the aforementioned  steam energy, hot water
liquid and energy in the process hot water for use at the  Purchaser's  facility
located in the City of Martinsville, Virginia.


                  WHEREAS,   the  Purchaser  is  desirous  of  purchasing   from
Multitrade and Multitrade is desirous of producing,  transporting and selling to
the Purchaser the  aforementioned  steam,  water and water energy for use at the
Purchaser's fabric  manufacturing  facility located in the City of Martinsville,
Virginia.


                  NOW, THEREFORE, in consideration of the foregoing premises and
the  mutual  agreements  hereinafter  set  forth to be kept and  performed,  the
parties hereto do agree as follows:

                  1.1  BTUs   Produced.   The  BTU  content  in  Steam  measured
immediately upon the Steam leaving the Multitrade boilers (1460 BTU per pound at
1500 PSI and 950 degrees Fahrenheit).

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                  1.2  BTUs  Delivered.   The  BTU  content  in  Steam  measured
immediately  upon Steam passing through the Point of Delivery at the Purchaser's
fabric manufacturing facility.

                  1.3  Process  Hot  Water.  Water  purchased  from  the City of
Martinsville  which  is used in the  turbine  generator  condenser  for  cooling
purposes.  Process hot water  normally  will be supplied to the  Purchaser  at a
maximum of 117 degrees  Fahrenheit,  however, if the turbine generator is not in
service,  such water may be supplied  at ambient  City water  temperature.  Such
water has been used in  production  process and is not suitable or fit for human
consumption.

                  1.4  Co-Generation Facility. The real property as described in
Exhibit A attached, along with any improvements, fixtures, and equipment located
thereon.

                  1.5 Condensate.  All the non-contaminated  water obtained from
condensation of the Steam used by the Purchaser.

                  1.6 Condensate  Meter. The continuous  Condensate flow, volume
and  temperature  measuring  device and recorder  located at a point between the
Purchaser's Condensate return system and the Facility.

                  1.7  Contaminated  Water.  Water  or  Steam  returned  by  the
Purchaser  to  Multitrade,   the  chemical   quality  and  purity  of  which  is
unacceptable  to  Multitrade,  or  which  would  adversely  affect  Multitrade's
intended use of the water or Steam. Water which exceeds the following parameters
will not be acceptable for use in the Facility:

                  Parameter                   Maximum Limit
                  ---------                   -------------
                  Total Hardness              Non Detectable
                  Sodium                      .1 part per million
                  Silica                      .2 parts per million
                  Conductivity                25 Micromos
                  Total Iron                  .05 parts per million
                  Total Copper                .02 parts per million
                  Total Organic Carbon        Non Detectable
                  pH                          8.3 - 9.5 range

                  1.8 First  Delivery.  The first time at least 20,000 pounds of
Steam per hour produced by the  Co-Generation  Facility passes through the Point
of Delivery for one (1) continuous hour.

                  1.9 Fuel.  Any  substance  with BTU  content  used to  produce
energy to produce Steam.

                  1.10 Fuel Meter. The continuous Fuel weight measuring  devices
and recorders  located on the belts and pipes conveying or transporting  Fuel to
the boiler.

                  1.11 Fuel Used.  The amount of Fuel  crossing  the Fuel Meters
and other Fuel used in the production of Steam and electricity.

                  1.12 Month.  The period  between  Meter  readings  which shall
approximate a thirty (30) day period.


                                      -2-

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                  1.13 Operating and Maintenance Costs.  All direct and indirect
costs associated with the operation and maintenance of the boiler, co-generation
equipment and related support equipment and facilities.

                  1.14 Operating  Year.  One-year  periods which commence on the
month and day of the First Delivery and each anniversary thereof.

                  1.15 Point of Delivery.  The point on the Purchaser's  side of
the Steam Meter at which Steam leaves the Steam Meter.

                  1.16 Point of Return. The point at which the Condensate leaves
the Condensate Meter and is returned to the Facility.

                  1.17 Pound of Steam.  That  amount of Steam  derived  from one
pound of water.

                  1.18 Steam.  Steam  produced  by  Multitrade  for  delivery to
Purchaser at the Point of Delivery.

                  1.19 Steam  Meter.  The  continuous  Steam flow,  pressure and
recording  meter  located  on the low  pressure  side of the  pressure  reducing
station located near the Purchaser's existing steam system.


                        SECTION 2: CONSTRUCTION OF SYSTEM

                  2.1 By separate  land  purchase  and right of way  agreements,
Multitrade will purchase and/or lease on mutually agreeable terms  approximately
eight (8) acres of land to be used as the plant  site for the  aforesaid  boiler
plant.  In  addition,  Multitrade  will  obtain  right  of  way  agreements  for
construction  of a  steam  distribution  system  capable  of  delivering  to the
Purchaser  150,000  pounds  of Steam  per hour and a  Condensate  Return  System
capable of returning to Multitrade  all Steam  delivered to the Purchaser in the
form of Condensate.

                  2.2  Multitrade  agrees  that  upon  receipt  by  it  of a bid
acceptable to it for the construction and installation of the aforesaid  system,
favorable  receipt of permits,  and  arrangement of financing,  it will promptly
notify the  Purchaser,  in writing,  and will  purchase,  construct  and install
necessary improvements including buildings, co-generation facility, distribution
systems  and  associated  facilities  at no cost to the  Purchaser  in  order to
produce and  deliver  Steam  energy to the Point of Delivery on the  Purchaser's
existing steam header.

                  2.3 The  Purchaser  will receive and  transport the Steam from
the Point of Delivery  and shall  purchase,  construct,  install,  maintain  and
operate at its own cost and in a timely fashion,  all appropriate pipes,  lines,
returns,  wiring and related appurtenances  required for such transport from the
Point of Delivery through Purchaser's fabric  manufacturing  facility.  All such
pipes,  lines,  returns,  wiring  and  related  appurtenances  shall  remain the
property of Purchaser even after the termination of this  Agreement.  Multitrade
shall have no ownership interest in and no responsibility to maintain or operate
any of the purchaser's  equipment or any equipment  beyond the Point of Delivery
and prior to the Point of Return.


                                      -3-

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                  2.4 Multitrade  agrees to construct or to have constructed and
to operate said co-generation  production system up to the Point of Delivery and
from the Point of Return in accordance  with the  requirements of all applicable
municipal,   state  and/or   Federal  laws,   ordinances,   regulations   and/or
requirements.

                  2.5 Multitrade  will complete the purchase,  construction  and
installation of the  aforementioned  co-generation  system and place the same in
operation  with  due  diligence,  subject  only to  delays  caused  by  labor or
materials   shortages,   governmental   regulations,   strikes   and  any  other
circumstances beyond the reasonable control of Multitrade.

                  2.6  Multitrade  agrees to  provide  the  Purchaser  with high
quality  Steam (pH 9, plus or minus  0.5,  and three  parts per  million or less
suspended solid carryover) and maintain a suitable totalizing meter showing flow
and pressure (hereinafter the "Steam Meter") located on the low pressure side of
the pressure  reducing  station.  Multitrade agrees to inject into the Steam, to
the reasonable satisfaction of the Purchaser,  neutralizing and/or filming amine
to reduce corrosion in the Condensate Return System.

                  2.7  Multitrade  agrees  to  provide  a major  portion  of the
Purchaser's  requirements  for process hot water and maintain a suitable  meter,
showing both flow and  temperature,  located within fifty (50) feet of the point
at which  Multitrade's  process hot water  system  connects  to the  Purchaser's
existing process water system.

                  2.8  Multitrade's  use of the Steam produced by it may require
the use of additives in the boiler  feedwater  or Steam.  Multitrade  recognizes
that the  Steam  delivered  to the  Purchaser  will be used in a  fabric  dyeing
process.  Accordingly,  Multitrade  shall inject only the additives set forth on
Exhibit F into the boiler  feedwater,  Steam and Condensate.  Exhibit F shall be
amended from time to time, upon the agreement of the parties, to reflect changes
in  technology,  economics  and the  availability  of  chemicals.  In the  event
additives  are found in the Steam  produced  by  Multitrade  which have not been
approved by the Purchaser,  the Purchaser shall promptly  notify  Multitrade and
request  the  removal of the  additives  and  Multitrade  will be  obligated  to
discontinue  use of such additives  within eight (8) hours.  The Purchaser shall
have the  option to  operate  its  boilers  until  Steam  quality  is within the
standards  established  herein.  Nothing  herein  shall  relieve  Multitrade  of
liability for damages the Purchaser may sustain if Multitrade  injects additives
which were not previously approved by the Purchaser.

                  2.9 Multitrade  shall calculate the Purchaser's  monthly Steam
and water usage, based on Steam and Water meter readings.  The Purchaser will be
entitled to adequate notice and opportunity to have its  representative  present
at any time the Meter is read,  and may inspect  the Steam  Meter  charts at any
time.  If there is any dispute as to the Steam  Meter's  accuracy or  condition,
either  party may, at its own  expense,  engage the  services of an  independent
technician, acceptable to all parties and which acceptance will not unreasonably
be withheld, to test the Steam Meter, and the technician's determination will be
binding on all parties. If the technician  determines that the Steam Meter is in
need of repair or replacements,  such repair or replacement will be made as soon
as practical at Multitrade's  expense.  Local  representatives of Multitrade and
the Purchaser, by mutual agreement, will determine the amount of Steam furnished
by  Multitrade  to the  Purchaser for any period during which the Steam Meter is
malfunctioning, and


                                      -4-

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invoices will be adjusted accordingly.  (See Exhibit B - Adjusted Billing Method
for Malfunctioning Steam Meter.)

                  2.10 Multitrade agrees, at no expense to the Purchaser to have
the  Steam,  Condensate  and  Water  Meters  calibrated  by such an  independent
technician each 180 calendar days,  commencing 180 days from the First Delivery.
A written report of the technician's findings and calibrations will be submitted
to the Purchaser. The initial calibration will be accomplished,  at Multitrade's
expense, within ten (10) days of First Delivery.


              SECTION 3: TERMS OF PURCHASE AND SALE OF STEAM ENERGY

                  3.1  The  Purchaser  agrees  to  purchase  Steam  energy  from
Multitrade  for  a  period  of  ten  (10)  years,  commencing  on  the  date  of
Multitrade's  First  Delivery of Steam  through the Point of Delivery and ending
ten (10) years thereafter.

                  3.2  Multitrade  will make  available to the  Purchaser at the
aforementioned  Point of  Delivery  on a daily  24-hour  basis at least  150,000
pounds per hour of dry saturated Steam at a maximum of 150 PSIG and a minimum of
125 PSIG (pounds per square inch gauge) during the period of this Agreement.  In
the event, during the term of this Agreement, the Purchaser's Steam requirements
exceed  the  original  150,000  pound per hour  capacity,  Multitrade  agrees to
install additional boiler capacity to provide the additional Steam requirements.
The  Purchaser  and  Multitrade  mutually  agree to  negotiate  in good faith to
establish  Steam rates which reflect  changes in capital,  fuel and  operational
cost.

                  3.3  Notwithstanding  the other  provisions of this Agreement,
the  Purchaser  will  have the  right at any time to  operate  its own  boilers;
however,  if  Purchaser's  operation of its own boilers  interferes  in any way,
directly  or  indirectly,  with  Multitrade's  ability to  deliver  Steam to the
Purchaser as provided for in this Agreement,  the Purchaser  shall  nevertheless
remain  subject to the  minimum  purchase  requirement  set out in  Section  4.8
hereof.  Notwithstanding the provisions of Section 2.8, Multitrade shall bear no
liability  for its  failure to deliver  any  quantity  or quality of Steam which
failure results directly or indirectly from the Purchaser's operation of its own
boilers.  Further,  in the event that the  Purchaser  operates  its own boilers,
Multitrade  shall purchase and give credit for  Condensate  being returned up to
the maximum requirements of the Facility.

                  3.4 Multitrade reserves the right to sell to others any excess
Steam capacity produced by its initial boiler and by the co-generation  Facility
which is over and above the amounts set forth in Section 3.2.


                       SECTION 4: PAYMENT RATES AND TERMS

                  4.1 The Purchaser  will pay for the Steam energy  delivered to
it by  Multitrade  based on a  delivered,  unit  price per  1,000  pounds of dry
saturated Steam, as set forth in Exhibit C. All Steam costs will be based on the
Steam actually delivered to the Point of Delivery.


                                      -5-

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                  4.2 The monthly  rate price which the  Purchaser  will pay for
Steam  energy  and Water and water  energy  will be as  indicated  in  Exhibit C
attached hereto and in paragraph 6.2 hereinafter.

                  4.3  Multitrade  will  not  purchase  any  fuels  from (a) any
officer or employee of Multitrade or (b) any supplier  which is either wholly or
partly  owned  by  any  officer  or  employee  of  Multitrade   without  written
authorization signed by a representative of the Purchaser.

                  4.4 Multitrade  agrees to use the most economical mix of fuels
subject to state and Federal air pollution requirements.  Multitrade also agrees
to make a good faith and diligent effort to purchase Fuel at competitive  prices
and will make  available  to the  Purchaser  its records  concerning  Fuel costs
immediately upon request from the Purchaser.  If there is a subsequent  increase
or decrease in any of the Fuel prices, the aforementioned rate will be increased
or decreased  proportionately  to reflect  such change at the annual  adjustment
spelled  out in  Exhibit  C. Fuel  cost is based on input  fuel cost at Point of
Delivery.

                  4.5 The Purchaser  agrees to negotiate with  Multitrade in the
anniversary  month of the First  Delivery of each year hereafter for the purpose
of either  increasing  or  decreasing  the rate  charged for Steam  energy in an
effort to  recognize  any  reasonable  changes  in  Multitrade's  Operating  and
Maintenance Costs. Multitrade agrees to make a good faith and diligent effort to
minimize  all such costs.  Any new rate agreed  upon will become  effective  the
first  of  the  month  subsequent  to the  day  of  agreement  and  will  not be
retroactive.  Multitrade shall allow Purchaser's personnel access to all records
pertaining to any of its Operating and Maintenance Costs. If no agreement can be
reached  within  thirty  (30) days,  differences  will be  submitted  to binding
arbitration per Section 13.

                  4.6 The Purchaser  agrees to negotiate with  Multitrade in the
anniversary month of the First Delivery of each year hereafter in the event that
Multitrade's  capacity  costs  increase  as a result of  changes  in  government
regulations,  rules, tax laws, equipment replacement or specifications and other
items  which  may  result  in  direct  or  indirect  increased  Steam  cost  for
Multitrade.  If no agreement can be reached within thirty (30) days, differences
will be submitted to binding arbitration per Section 13.

                  4.7 The rate  schedule  in  Exhibit C is based on the  premise
that the Purchaser will purchase 510,000,000 Pounds of Steam during an operating
year.  Purchases by the Purchaser which exceed  60,000,000  Pounds of Steam in a
Month will be subject to reduced  capacity and Operating and  Maintenance  Costs
per Exhibit C price.

                  4.8  Except  as  provided  in  paragraphs  8.1  and  8.2,  the
Purchaser agrees that during the period of this Agreement, it will purchase from
Multitrade the minimum amount of 510,000,000  Pounds of dry saturated  Steam per
operating  year,  so long as such annual  quantity of Steam is  available to the
Purchaser from  Multitrade.  If the Purchaser's  actual Steam purchases are less
than the minimum amount set forth above and such minimum amount was available, a
capacity  charge of $2.20 per  thousand  Pounds of Steam  will be  computed  and
billed per Exhibit E.


                                      -6-

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                  4.9 The charges for Steam  energy,  water liquid and energy in
water  consumed by Purchaser  will be billed  monthly to Tultex  Corporation  by
Multitrade and payments will be due within  twenty-five  (25) days after receipt
of an invoice  substantially  in the form of Exhibit D.  Multitrade may charge a
three  percent  (3%) late  charge on any bill not paid within  thirty-five  (35)
days.  If any bill is not paid,  including  the late  charge,  within sixty (60)
days,  in addition to other  remedies  which may be  available,  Multitrade  may
discontinue  service  upon not less  than  five (5) days  written  notice to the
Purchaser.  No such discontinuance of service shall render Multitrade liable for
damages or relieve the Purchaser from  performance of its obligations  hereunder
as long as  Multitrade is not in material  default  under this  Agreement at the
time service is discontinued and the Purchaser is not reasonably  contesting any
unpaid invoice.


                      SECTION 5: OPERATION OF THE FACILITY

                  5.1 Multitrade agrees to use diligence to maintain and operate
the co-generation  Facility and distribution system in such a manner as to avoid
any unnecessary interruption of service to the Purchaser.

                  5.2  Multitrade  agrees to notify the  Purchaser in writing of
its normal  operating  schedule,  start-up  and  shutdown  times and any changes
thereto.

                  5.3 The Purchaser agrees, at no expense to Multitrade, to make
the  necessary   provisions  within  its  Steam  system  to  accept  Steam  from
Multitrade.


              SECTION 6: PURCHASE OF WATER AND ENERGY IN HOT WATER

                  6.1 Multitrade  agrees to provide the Purchaser with a maximum
of 2,000,000  gallons per  twenty-four  hour day of process hot water  extracted
from the condenser  cooling cycle of the co-generation  operation.  In the event
the co-generation condenser is not in operation,  Multitrade may provide process
water to the Purchaser at ambient City water  temperature.  Multitrade  shall be
relieved of any  obligation  to provide  process  water to the  Purchaser in the
event of force majeure causes, such as non-availability of water or other events
which prevent or restrict Multitrade's ability to deliver City process water.

                  6.2 The  Purchaser  agrees to receive  process water on an "as
needed"  basis at its sole  discretion.  The  Purchaser  will be charged for the
liquid  volume of water  delivered  through  the Point of Delivery at a rate per
thousand  gallons  equal  to  the  rate  charged   Multitrade  by  the  City  of
Martinsville. In addition, the Purchaser will be charged for the heat content of
water delivered  based on BTU content on temperature 80 degrees  Fahrenheit at a
rate of $2.20 per million BTUs firm price until anniversary  annual  adjustment.
Subsequent  rates will be equal to the "Input Fuel" component rate,  established
annually, required to produce 1,000 Pounds of Steam.


                       SECTION 7: STEAM CONDENSATE RETURN

                  7.1 Multitrade  agrees to install and maintain,  at no expense
to the  Purchaser,  a condensate  return  system,  including but not limited to,
piping, insulation, pump system and


                                      -7-

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flow/temperature  recorder.  The condensate  return system and  flow/temperature
recorder shall connect to the Purchaser's  existing condensate system located in
the Purchaser's existing boiler room at the Point of Return.

                  7.2 The Purchaser agrees to furnish, at no cost to Multitrade,
adequate  electricity to operate a condensate  return pump which will be located
on the premises in or near the existing boiler room.

                  7.3 The  Purchaser  will be given  credit  for all  Condensate
returned to Multitrade as follows:  (a) seventy (70) cents per thousand  gallons
of liquid returned in the form of Condensate to remain firm for first year until
anniversary adjustment. Subsequent rates shall be equal to the rate in effect by
the City of  Martinsville  per thousand  gallons of water.  (b) Thermal value of
Condensate  will be equal to the fuel  component of Steam and will be subject to
annual  adjustment.  Example:  1,000,000 BTUs returned in Condensate  will equal
1,000,000 BTUs of Input Fuel. BTUs returned will be calculated using temperature
above 80 degrees Fahrenheit.


                SECTION 8: INTERRUPTION OF SERVICE OR OPERATIONS

                  8.1 Multitrade  agrees to give the Purchaser  immediate notice
by the fastest means possible of any unplanned  interruption of the Steam supply
and to give as much written notice as possible of all planned  interruptions  of
the  Steam  supply.  Any  planned  interruption  of the  Steam  supply  will  be
coordinated  with the Purchaser.  An annual  shutdown is required to comply with
Virginia  pressure  vessel  inspection   requirements.   In  the  event  of  any
interruption of service, planned or otherwise, the annual minimum Steam purchase
required of the Purchaser  under  paragraph 4.8 will be reduced based on a daily
average minimum usage of 1,397,260  (510,000,000 divided by 365) Pounds of Steam
energy for any day or part of a day Multitrade's  Steam  generating  facility is
not in operation.  Should the Steam supply to the Purchaser be  interrupted  for
any cause beyond Multitrade's  control,  such interruption will not constitute a
breach of this  Agreement,  and  Multitrade  will not be liable to Purchaser for
damages by reasons  of any such  failure,  provided  Multitrade  makes  diligent
efforts  to  restore  normal  operation  as soon as  possible.  If  Multitrade's
operations are disrupted for 180  consecutive  days and Multitrade has failed to
exercise  diligent  efforts to restore  normal  operations,  the  Purchaser  may
terminate this Agreement.

                  8.2  In  the  event  that  the   Purchaser's   operations  are
interrupted by fire, acts of God, riots,  civil disorders,  war,  curtailment of
primary utilities, work stoppages, or other similar events beyond the control of
the  Purchaser,  the Purchaser  shall be liable to  Multitrade  for those losses
sustained  by  Multitrade  in  excess  of monies  received  under  its  Business
Interruption  Insurance  policy.  The Purchaser  agrees to make diligent efforts
within its means to restore normal operations as swiftly as possible.

                  8.3 In the event  either  party  desires  to  obtain  business
interruption insurance for its respective facility, each agrees, upon reasonable
written notice, to permit inspection of its facilities by representatives of the
insurance company during reasonable working hours.


                                      -8-

<PAGE>

           SECTION 9: OBLIGATION FOR PERFORMANCE UNDER THIS AGREEMENT

                  Multitrade  shall remain  responsible to the Purchaser for the
performance of its obligations  under this Agreement even though  Multitrade may
have  contracted  with a  third  party  for  performance  of all or  part of its
obligations.


           SECTION 10: COMPLIANCE WITH LAWS, ORDINANCES OR REGULATIONS

                  Compliance with all present and future local, state or Federal
laws, ordinances or regulations related to air quality, odor, noise, waste water
disposal, solid waste disposal,  boiler inspection,  or other conditions for the
protection of the  environment,  or otherwise,  which may apply to  Multitrade's
boiler plant operations remain the sole responsibility of Multitrade.

                  Multitrade will indemnify and save Tultex harmless against any
loss or liability it may incur by reason of the failure or refusal of Multitrade
to comply with all such laws, ordinances or regulations.


                       SECTION 11: AMENDMENT OF AGREEMENT

                  This  Agreement  contains  the  entire  understanding  of  the
Parties and supersedes all prior negotiations and oral  understandings,  if any,
and may not be amended,  supplemented or modified  except by written  instrument
signed by both parties hereto.


                               SECTION 12: RENEWAL

                  12.1 Either party  wishing to negotiate  for a renewal of this
Agreement  must notify the other in writing of its desire to so  negotiate on or
before the completion of the eighth (8th) operating year.

                  12.2 Upon  receipt of notice as set forth in  paragraph  12.1,
Multitrade and Purchaser  mutually agree to negotiate in good faith with respect
to contract renewal.  Multitrade agrees to give fair and equitable consideration
to any  operating and  maintenance,  input fuel or other direct or indirect cost
items  which  result  in  decreasing  the  cost to it of  producing  Steam.  The
Purchaser and Multitrade agree to give fair and equitable  consideration to cost
increases and decreases resulting from changes in government regulations, rules,
tax laws,  equipment  replacement  or  specifications  and other items which may
result in direct or indirect increased Steam cost for Multitrade.

                  12.3 Neither  party will be obligated to renew this  Agreement
beyond the initial ten (10) year period,  except upon mutually agreed upon terms
and conditions in writing with respect to any such additional  period.  Provided
neither party is in default,  and both parties  indicate in writing their desire
to continue,  this Agreement  shall remain in effect beyond the initial ten (10)
year period with either party having the right to terminate the  Agreement  upon
two years' written notice.

                  12.4 Should  Multitrade  desire to terminate this Agreement at
any time after the initial ten year period,  then Multitrade grants to Purchaser
an option to purchase the original


                                      -9-

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Steam  producing  facility  and Steam  distribution  system  and any  applicable
operating permits and similar documents pertaining to the operation of the Steam
production and distribution  facility. The sale price for this purchase shall be
mutually agreed upon between Tultex Corporation and Multitrade.

                  12.5 If the  parties  are unable to agree upon the sale price,
both parties shall at their own cost secure the services of an  independent  and
qualified  appraiser.  If,  within  thirty (30) days,  subsequent  to receipt of
appraisal,  the  parties  are unable to reach  agreement,  differences  shall be
submitted to binding arbitration per Section 13.


                             SECTION 13: ARBITRATION

                  Any  controversy  or claim  arising out of or relating to this
Agreement or the breach  thereof shall be settled by  arbitration  in accordance
with the Rules of American  Arbitration  Association and judgment upon the award
rendered by the  arbitration  may be entered in any court  having  jurisdiction.
Such arbitration shall be held in Martinsville,  Virginia,  or other city in the
Commonwealth of Virginia.


                             SECTION 14: ASSIGNMENT

                  This  Agreement  will be binding upon and inure to the benefit
of the parties hereto and their respective  successors and assigns to which this
Agreement relates.


                               SECTION 15: NOTICE

                  Wherever in this  Agreement  it shall be required or permitted
that notice be given in writing,  such notice shall be served by mail  addressed
as follows:

                  To Multitrade:          B. Edward Brammer, President
                                          Multitrade Group, Inc.
                                          P.O. Box 717
                                          Ridgeway, VA 24148

                  To Tultex Corporation:  Alvin Ratliff
                                          Vice President
                                          Tultex Corporation
                                          P.O. Box 5191
                                          Martinsville, VA 24115

                  Such addresses and personnel  designations may be changed from
time to time by either party by serving written notice as provided above.


                                      -10-

<PAGE>

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be duly executed as of the 11th day of August 1987.

                                       MULTITRADE GROUP, INC.
ATTEST:
                                       By: /s/ B. E. Brammer
/s/                                        ---------------------------
-----------------------------------        Its President
Secretary

                                       MULTITRADE GROUP, INC.
ATTEST:

                                       By: /s/ B.A. Ratliff
/s/                                        ----------------------------
------------------------------------       Its Vice President
Secretary


                                      -11-

<PAGE>

                                    EXHIBIT A

                              Facility Description

                  The facility  will consist of one 250,000 pound per hour Riley
boiler with a traveling grate stoker.  Power will be generated by a steam driven
turbine generator set capable of producing a minimum of 15 megawatts per hour.

                  Necessary electrical  switchgear,  wiring, and piping shall be
provided to interconnect equipment as required to make the equipment function.

                  The Facility shall include air  compressors,  water  treatment
equipment,   pollution   control   equipment   in  the  form  of   electrostatic
precipitators and SO2 scrubber,  pumps, and ash removal equipment as required to
operate in accordance with applicable regulations now in force.

                  The Facility  shall have a wood fuel storage and handling area
consisting of truck scales, trailer dump, live bottom wood bin, wood day bin and
necessary wood conveyors and screws to inject the wood fuel into the boiler.

                  A coal fuel  handling  system  shall be  provided  including a
700-ton storage silo, coal belt and bucket elevator and coal day bunker.

                  The  boiler  and  turbine  generator  shall  be  housed  in  a
metal-sided steel structure set on concrete  foundation  designed to support the
weight of the equipment and structure.

                  Necessary steam and condensate piping shall be maintained with
energy  efficient  insulation  to  deliver  steam to the Point of  Delivery  and
receive  condensate  and transport  condensate  from  Purchaser to the Facility.
Necessary  equipment  such as switchgear and  transformers  shall be provided to
deliver  power  produced at the  Facility  to the  electric  customer's  service
connection.

                  Necessary  pumps,  piping and  vessels  shall be  provided  to
deliver  2,000,000  gallons  of hot  process  water per day  extracted  from the
cooling cycle of the turbine generator condenser.


<PAGE>

                                    EXHIBIT B

                        Method of Adjusting Steam Invoice
                  To Compensate for Malfunctioning Steam Meter

(No Adjustment for one percent plus or minus of correct reading.)

STEP 1.           Determine  percentage meter error,  either plus or minus, from
                  calibration by independent technician.

STEP 2.           Total the volume of steam  purchased by the Purchaser from the
                  time  of  previous  calibration  to the  time  the  meter  was
                  determined   to  be   inaccurate.   Example:   If  an  October
                  calibration  indicated meter was 2% in error-total steam usage
                  from previous calibration through the month of October.

STEP 3.           Multiply the total steam consumed by the Purchaser (the sum of
                  STEP 2) by the percentage of meter error, less the one percent
                  plus or minus dead band.

STEP 4.           Determine the average sale price of steam to Purchaser  during
                  the period in question.

STEP 5.           Multiply the product of STEP 3 by the average price determined
                  in STEP 4.

STEP 6.           Multiply  the  product of STEP 5 by 50% and the result  equals
                  the total credit or debit.

EXAMPLE:

September,  1985,  calibration  indicated  three percent  "plus" steam  reading.
Previous calibration accomplished March, 1985.

STEP 1.           Plus three percent (3%) meter reading

STEP 2.           34,495,000        Sept. 1985
                  36,257,200        Aug. 1985
                  27,172,400        July, 1985
                  35,243,659        June, 1985
                  39,148,699        May, 1985
                  35,248,489        April, 1985
                 -----------
                 207,665,647        Total Lbs.

STEP 3.           Sum of STEP 2:      207,665,647
                  Total from STEP 1
                  Less 1% Dead Band:     x      2% (3% error - 1% Dead)
                                      -----------
                                        4,153,313 Lbs.


<PAGE>

 STEP 4.           Average Price for Steam:

                   $ 5.40      Sept. 1985
                     5.49      Aug. 1985
                     5.55      July 1985
                     5.47      June 1985
                     5.37      May 1985
                     5.43      April 1985
                   ------
                   $32.71      divided by 6 = $5.45 avg. price per 1000 lbs.

STEP 5.           Product of STEP 3:           4,153,313 Lbs.
                  Total from STEP 4:            x  $5.45 per MLbs.
                                              ----------
                                              $22,635.56

STEP 6.           Product of STEP 5:          $22,635.56
                                                x     50%
                                             -----------
                                             ($11,317.78) Net (credit) or debit


<PAGE>

                                    EXHIBIT C

                   TULTEX MONTHLY STEAM VOLUME DISCOUNT RATES

  Gross Pounds             20,000,001  25,000,001   30,000,001   35,000,001
  Monthly Steam    0-20        to          to           to           to
  Delivered       Mil Lbs  25,000,000  30,000,000   35,000,000   40,000,000
  ---------       -------  ----------  ----------   ----------   ----------

  Fuel              $2.32     $2.32        $2.32        $2.32        $2.32

  O&M                4.13      1.84         1.50         1.27         1.10

  Capacity           2.20      2.20         2.20         2.20         2.20
                    -----     -----        -----        -----        -----

  Total Steam
  Billing Rate      $5.65     $6.36        $6.02        $5.79        $5.62


  Gross Pounds    40,000,001   45,000,001   50,000,001   55,000,001   60,000,001
  Monthly Steam       to           to           to           to          and
  Delivered       45,000,000   50,000,000   55,000,000   60,000,000     Above
  ---------       ----------   ----------   ----------   ----------     -----

  Fuel               $2.32         $2.32        $2.32       $2.32       $2.32

  O&M                  .97           .87          .79         .72         .59

  Capacity            2.20          2.20         2.20        2.20        2.20*
                     -----         -----        -----       -----       ------

  Total Steam
  Billing Rate       $5.49         $5.39        $5.31       $5.31       $5.11


*Capacity charge on the portion of steam used in excess of 60,000,000  pounds in
a single month will be $1.10.


ESCALATION OF STEAM RATE

1.  Capacity Cost:                   Fixed  10  operating  years  at  $2.20  per
                                     thousand  pounds  for  steam  delivered  in
                                     excess of 60,000,000 pounds.

2.  Operating and Maintenance Cost:  Fixed  one  year  re-negotiable   based  on
                                     reality cost  changes.  Negotiations  to be
                                     held in the anniversary  month of the first
                                     steam  delivery to Tultex.  If no agreement
                                     is  reached  within 30 days,  submitted  to
                                     binding arbitration.

3.  Fuel  Cost:                      Fixed  one  year.  Re-negotiable  based  on
                                     relative cost changes.  Negotiations  to be
                                     held in the anniversary  month of the first
                                     steam  delivery to Tultex.  If no agreement
                                     is  reached  within 30 days,  submitted  to
                                     binding arbitration.


<PAGE>

                                    EXHIBIT D

                             Multitrade Group, Inc.



Tultex Corporation
P.O. Box 5191
Martinsville, VA 24115

Invoice No.:      001 - Sample

Billing Period:  December, 1986 - Sample

Steam Delivered less than 60,000,000 lbs.    =  59,999,999 x 5.11 = $306,599.99

Steam Delivered in excess of 60,000,000 lbs. =  10,000,000 x 4.11 =   41,100.00

Gross Steam Delivered                        =  69,999,999        = $347,699.99

Condensate Returned Credits:
     4,000,000 gal liquid @ .75/MGal                              =  ($3,000.00)

     33,320,000 lbs @ 200 F = 3,998,400,000 BTU @ 2.20/MBTU       =  ($8,795.60)

NET DUE                                                           = $335,904.39

Terms:  Net Due 25th


<PAGE>

                                    EXHIBIT E

                              Sample Annual Invoice


Tultex Corporation
P.O. Box 5191
Martinsville, VA 24115


 Invoice No.:  _____


From                      to


Minimum Gross Lbs. Steam Contract:                                  510,000,000

Gross Steam Delivered:                                              500,000,000

Sub-Total:                                                           10,000,000

Credit 3
  down days (if any) @ 1,397,200/ day:                               (4,191,780)

Sub-Total:                                                            5,808,220

Fixed Capacity Charge Rate:                                            x   2.20

Net Due                                                              $12,778.08


Terms:  Net Due Upon Receipt

<PAGE>

                                    EXHIBIT F

         The following are mutually  accepted  additives to be injected in Steam
or Condensate produced in Multitrade's energy conversion facility:

         Cooling Tower:      Nalco #8367       Scale Control
                             Nalco #7343       Bacteria Control
                             Nalco #7348       Dispersant

         To Boiler:          Nalco Sungard     1700 Oxygen Control Feedwater
                             Nalco #7209       Scale Control
                             Nalco #7200       Dispersant

         Steam Main:         Nalco #1810       to Condensate for pH control

                  Components  listed  may  be  changed,  added,  or  deleted  as
desirable  by  mutually  accepted  written  agreement  signed by an  officer  of
Multitrade and Tultex Corporation's Division Engineer.

<PAGE>

                            AMENDMENT TO AGREEMENT

            AMENDMENT  TO  AGREEMENT  made  and  executed  as of the 17th day of
August, 1987, by and between MULTITRADE GROUP, INC., a corporation organized and
existing under the laws of the Commonwealth of Virginia (hereinafter referred to
as "Multitrade"),  and TULTEX CORPORATION,  a corporation organized and existing
under the laws of the Commonwealth of Virginia,  having a manufacturing facility
located  on  Commonwealth  Boulevard  in  Martinsville,   Virginia  (hereinafter
referred to as "Purchaser"), and MULTITRADE OF MARTINSVILLE, INC., a corporation
organized  and  existing  under  the  laws  of  the   Commonwealth  of  Virginia
(hereinafter referred to as "Assignee").

            WHEREAS,   Multitrade  and  Purchaser   entered  into  an  Agreement
pertaining  to the  construction  and operation by Multitrade of a topping cycle
cogeneration  facility (the "Project") producing certain quantities of steam and
electrical  power,  and the distribution and sale of certain steam and hot water
to the Purchaser; and

            WHEREAS, Multitrade anticipates the receipt of a permit to construct
and  operate  that  portion of the  Project  comprised  of the steam  generating
facility  and  distribution  system by August 1, 1987,  but it appears  that the
regulatory  agency's  approval  process and the subsequent  construction  of the
electrical  generation facility may be delayed or even prevented in its entirety
thus also delaying or preventing  the production of hot water as a by-product of
the electrical generation process; and

            WHEREAS,  the parties hereto desire to amend the original  Agreement
in anticipation  of the probable delay and possible  abandonment of that portion
of the Project resulting in the production of process hot water; and

            WHEREAS, Multitrade wishes to assign its rights and responsibilities
to Assignee,  and Assignee  wishes to accept and assume the same,  and Purchaser
has no objection thereto;

            NOW,  THEREFORE,  WITNESSETH:  That for and in  consideration of the
foregoing  premises and mutual  agreements  hereinafter set forth to be kept and
performed,  the parties  hereto do agree that the aforesaid  Agreement  shall be
amended as follows:

            1. That it is  understood  and agreed that the sale to the Purchaser
of Process Hot Water and the energy contained therein produced by the Multitrade
turbine  generator  will be  delayed  until such time as  Multitrade  is able to
obtain the necessary permits and thereafter construct the electrical  generating
portion of the Project,  and in the event that  Multitrade,  in its  discretion,
deems it  economically  or otherwise  infeasible to complete that portion of the
Project, then it shall so notify the Purchaser.

            Multitrade,  until such time as the electrical generation portion of
the Facility is placed in service,  or during the full term of this Agreement in
the event Multitrade is unable to place the turbine generator in service,  shall
supply the  Purchaser  the volume of  process  hot water and at the  temperature
spelled out in Paragraphs 1.3 and 6.1. Multitrade will use Steam discharged from
turbine  driven  fans and pumps used in the  facility  operation  as the primary


<PAGE>


source of energy to increase the  temperature of the water.  In the event energy
in the  Steam  discharged  from the fan and pump  turbines  is not  adequate  to
increase the water  temperature to 117 degrees  Fahrenheit,  Multitrade will use
Steam from the boiler steam header to bring the water temperature to 117 degrees
Fahrenheit.

            Multitrade  also agrees,  at its  expense,  to install and operate a
heat  exchanger  that is  capable of  providing  water to the  Purchaser  at the
Delivery Point at 180 degrees Fahrenheit.

            The Purchaser  agrees to pay Multitrade  monthly for all Process Hot
Water  delivered  and metered  through  the Point of  Delivery by the  following
schedule:

            A. Liquid Value:  equal to the rate in effect charged  Multitrade by
      the City of  Martinsville,  Virginia.  The rate  may be  changed  any time
      during the term of this Agreement to remain  commensurate with the City of
      Martinsville's water and sewer rate.

            B. Thermal Value of first 117 degrees Fahrenheit at 3.20 per million
      BTU delivered and metered through the Point of Delivery. The thermal value
      will be subject to annual adjustment and will remain $1.00 per million BTU
      higher than the Energy Rate in effect for Steam.  In the event the turbine
      generator  is placed in service,  the  thermal  value will be equal to the
      Energy Rate in effect for Steam.

            C. Thermal Value for  temperature in process hot water which exceeds
      117 degrees  Fahrenheit:  will be invoiced by determining Steam equivalent
      and adding the Steam  equivalent to the total Steam  purchased  during the
      Month,  measured  through  the  Point  of  Delivery,  as in the  following
      example:

                        EXAMPLE - ESTIMATED MONTHLY BILL
                        --------------------------------

      Steam:       50,000,000 Lbs/Month
      Water:       30,000,000  Gal.  x 8.33  Gal.  per Lb =  249,900,000 Lb/Mo
      Water Temp:  180(0) F

LIQUID VALUE OF WATER:

      30,000,000 Gal. x $1.50/1000 Gal. water sewer = $45,000.00

THERMAL VALUE OF WATER TO 117 DEGREES FAHRENHEIT:

      249,900,000 Lb/Mo x 37 BTU/Lb = 9,246,300,000 BTU/Mo
      9,246,300,000 ($3.20/10 BTU/Lb) = $29,588.16

STEAM EQUIVALENT OF HOT WATER ABOVE 117 DEGREES FAHRENHEIT:

      249,900,000 Lb/Mo x 63 BTU/Lb = 15,743,700,000 BTUs
      15,743,700,000 + 1200 BTU/Lb Steam = 13,119,750 Lb Steam

50,000,000 + 13,119,750 = 63,119,750 Lb Steam/Mo times


                                       2
<PAGE>

      63,119,750 x $5.11/1000 Lb Steam =                  $322,541.92
                                                          + 29,588.16
                                                          -----------
                                                          $352,130.08
         less $1.00 per thousand lbs capacity credit
         for
         Steam purchases over 60 Million Lb/Mo            -  3,119.75
                                                          -----------
                                                          $349,010.33
         less credit for Thermal and Liquid Value
         of Condensate                                    -(         )
                                                          -----------

            2.  Multitrade  hereby  assigns and  transfers  and Assignee  hereby
accepts and assumes all rights and  responsibilities of Multitrade in connection
with or related to the Agreement with Purchaser,  and Purchaser hereby indicates
its  approval  of such  assignment  and  releases  Multitrade  from  any and all
responsibilities or liabilities which have now or might in the future arise as a
direct or indirect result of said Agreement.

            3.  Except to the extent  set forth  hereinabove,  all other  terms,
conditions and provisions of the aforesaid  Agreement shall remain in full force
and effect.


                                       3

<PAGE>


            IN WITNESS  WHEREOF,  the parties hereto have hereunto  caused these
presents to be duly executed as of the day and year first above written.


ATTEST:                                  MULTITRADE GROUP, INC.



/s/                                     By:  /s/ B.E. Brammer
------------------------------------        ----------------------------------
               Secretary                                President


ATTEST:                                  TULTEX CORPORATION



/s/                                     By:  /s/ Benton A. Ratliff
------------------------------------        ----------------------------------
               Secretary                       Vice President- Operations


ATTEST:                                  MULTITRADE OF MARTINSVILLE, INC.



/s/                                     By:  /s/ B.E. Brammer
------------------------------------        ----------------------------------
               Secretary                                President


                                       4
<PAGE>


            SECOND  AMENDMENT  TO  AGREEMENT,  made  and  executed  in  multiple
counterparts  as of the 28th day of February,  1989,  by and between  MULTITRADE
GROUP,  INC.,  a  corporation  organized  and  existing  under  the  laws of the
Commonwealth  of  Virginia  (hereinafter  referred to as  "Multitrade"),  TULTEX
CORPORATION,  a  corporation  organized  and  existing  under  the  laws  of the
Commonwealth   of  Virginia,   having  a  manufacturing   facility   located  on
Commonwealth  Boulevard in Martinsville,  Virginia  (hereinafter  referred to as
"Purchaser") and MULTITRADE OF MARTINSVILLE,  INC., a corporation  organized and
existing under the laws of the Commonwealth of Virginia (hereinafter referred to
as "Assignee").

            WHEREAS,   Multitrade  and  Purchaser   entered  into  an  Agreement
pertaining  to the  construction  and operation by Multitrade of a topping cycle
cogeneration  facility  producing  certain  quantities  of steam and  electrical
power,  and the  distribution  and sale of  certain  steam  and hot water to the
Purchaser; and

            WHEREAS,  on  August  17,  1987,  the  parties  hereto  executed  an
Amendment to Agreement and by this Second  Supplement wish to amend the original
Agreement again;

            NOW,  THEREFORE,   WITNESSETH:  For  and  in  consideration  of  the
foregoing  premises and mutual  agreements  hereinafter  set forth,  the parties
hereto do agree that the aforesaid Agreement shall be amended as follows:

            1. That Exhibit C to the original  Agreement between  Multitrade and
Purchaser be amended in accordance with "Exhibit C, Rev. #3,  Effective March 1,
1989," a copy of which is attached  hereto as Exhibit C. This amended  Exhibit C
shall have become  effective  March 1, 1989, and remain in full force and effect
for a period of one year, or until February 28, 1990.

<PAGE>


            2.  Except to the extent  set forth  hereinabove,  all other  terms,
conditions and provisions of the aforesaid  Agreement and Amendment to Agreement
shall remain in full force and effect.


                                       2
<PAGE>


            IN WITNESS  WHEREOF,  the parties hereto have hereunto  caused these
presents to be duly executed as of the day and year first above written.


ATTEST:                                  MULTITRADE GROUP, INC.



/s/                                     By:  /s/ B.E. Brammer
------------------------------------        ----------------------------------
               Secretary                                President


ATTEST:                                  TULTEX CORPORATION



/s/                                     By:  /s/
------------------------------------        ----------------------------------
               Secretary                                President


ATTEST:                                  MULTITRADE OF MARTINSVILLE, INC.



/s/                                     By:  /s/ B.E. Brammer
------------------------------------        ----------------------------------
               Secretary                                President


                                       3
<PAGE>


            THIRD  AMENDMENT  TO  AGREEMENT,   made  and  executed  in  multiple
counterparts as of the 15th day of May, 1990, by and between  MULTITRADE  GROUP,
INC., a corporation organized and existing under the laws of the Commonwealth of
Virginia  (hereinafter  referred  to as  "Multitrade"),  TULTEX  CORPORATION,  a
corporation  organized  and  existing  under  the  laws of the  Commonwealth  of
Virginia,  having a manufacturing  facility located on Commonwealth Boulevard in
Martinsville,  Virginia  (hereinafter referred to as "Purchaser") and MULTITRADE
OF  MARTINSVILLE,  INC., a corporation  organized and existing under the laws of
the Commonwealth of Virginia (hereinafter referred to as "Assignee").

            WHEREAS,   Multitrade  and  Purchaser   entered  into  an  Agreement
pertaining  to the  construction  and operation by Multitrade of a topping cycle
cogeneration  facility  producing  certain  quantities  of steam and  electrical
power,  and the  distribution  and sale of  certain  steam  and hot water to the
Purchaser; and

            WHEREAS,  on August 17, 1987,  and  February  28, 1989,  the parties
hereto  executed an Amendment to Agreement and by this Third  Supplement wish to
amend the original Agreement again;

            NOW,  THEREFORE,   WITNESSETH:  For  and  in  consideration  of  the
foregoing  premises and mutual  agreements  hereinafter  set forth,  the parties
hereto do agree that the aforesaid Agreement shall be amended as follows:

            1. That Exhibit C to the original  Agreement between  Multitrade and
Purchaser be amended in accordance with "Exhibit C, Rev. #4,  Effective March 1,
1990," a copy of which

<PAGE>


is  attached  hereto as Exhibit  C. This  amended  Exhibit C shall  have  become
effective March 1, 1990, and remain in full force and effect for a period of one
year, or until February 28, 1991.

            2.  Except to the extent  set forth  hereinabove,  all other  terms,
conditions and provisions of the aforesaid  Agreement and Amendment to Agreement
shall remain in full force and effect.


                                       2
<PAGE>


            IN WITNESS  WHEREOF,  the parties hereto have hereunto  caused these
presents to be duly executed as of the day and year first above written.


ATTEST:                                  MULTITRADE GROUP, INC.



/s/                                     By:  /s/ B.E. Brammer
------------------------------------        ----------------------------------
               Secretary                                President


ATTEST:                                  TULTEX CORPORATION



/s/                                     By:  /s/
------------------------------------        ----------------------------------
               Secretary                                President


ATTEST:                                  MULTITRADE OF MARTINSVILLE, INC.



/s/                                     By:  /s/ B.E. Brammer
------------------------------------        ----------------------------------
               Secretary                                President


                                       3
<PAGE>


            THIS FOURTH  AMENDMENT TO  AGREEMENT,  made and executed in multiple
counterparts as of the 8th day of June,  1993, by  and between MULTITRADE GROUP,
INC., a corporation organized and existing under the laws of the Commonwealth of
Virginia  (hereinafter  referred  to as  "Multitrade"),  TULTEX  CORPORATION,  a
corporation  organized  and  existing  under  the  laws of the  Commonwealth  of
Virginia,  having a manufacturing  facility located on Commonwealth Boulevard in
Martinsville,  Virginia (hereinafter referred to as "Purchaser"), and MULTITRADE
OF  MARTINSVILLE,  INC., a corporation  organized and existing under the laws of
the Commonwealth of Virginia (hereinafter referred to as "Assignee").

            WHEREAS,   Multitrade  and  Purchaser   entered  into  an  agreement
pertaining  to the  construction  and operation by Multitrade of a topping cycle
cogeneration facility producing certain quantities of steam and electrical power
and the  distribution  and sale of certain  steam and hot water to the Purchaser
(hereinafter referred to as the "Agreement"); and

            WHEREAS,  on August 17, 1987,  February 28, 1989,  and May 15, 1990,
the parties hereto  executed  Amendments to the aforesaid  Agreement and by this
Fourth Amendment to Agreement wish to amend the original Agreement again;

            NOW,  THEREFORE,  WITNESSETH:  That for and in  consideration of the
foregoing  premises and the mutual  covenants,  promises and  agreements  herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby  acknowledged,  the  parties  hereto  hereby  agree that the
aforesaid Agreement shall be amended again as follows:

<PAGE>


            1. That the original term of the existing  steam  Agreement  between
the parties  shall be extended for an additional  two years,  until May 1, 2000,
with the following additional changes:

            (1) The capacity  portion of the steam rate will be reduced to $1.10
      per thousand  pounds for the additional  two-year term,  with the capacity
      rate  remaining  fixed  at  $2.20  for the  initial  term of the  existing
      Agreement;

            (2) The minimum steam purchase  requirement  will be deleted for the
      additional  two-year term,  although the Purchaser  agrees to purchase one
      hundred  percent (100%) of its entire steam  requirement  from  Multitrade
      during such additional two-year term.

            2.  Except to the  extent set forth  hereinabove,  all of the terms,
conditions and  provisions of the aforesaid  Agreement,  as previously  amended,
shall remain in full force and effect.


                                       2
<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused these presents to
be duly executed as of the day and year first above written.


                                    MULTITRADE GROUP, INC.



                                    By: /s/ B.E. Brammer
                                        ---------------------------------



                                    TULTEX CORPORATION



                                    By: /s/ C.W. Davies
                                        ---------------------------------


                                    MULTITRADE OF MARTINSVILLE, INC.



                                    By:  /s/ B.E. Brammer
                                        ---------------------------------


COMMONWEALTH OF VIRGINIA,
CITY OF MARTINSVILLE, TO-WIT:

            The foregoing was acknowledged  before  me   this  5th  day  of May,
1993,  by  B. E. Brammer, the President of Multitrade Group, Inc.

            My Commission expires: March 31, 1994



                                       /s/
                                       ----------------------------------
                                                 NOTARY PUBLIC


                                       3
<PAGE>


COMMONWEALTH OF VIRGINIA,
CITY OF MARTINSVILLE, TO-WIT:

            The foregoing was acknowledged  before me this 5th day of May, 1993,
by _______________________, the _________________ of Tultex Corporation.

            My Commission expires: _________________



                                       __________________________________
                                                 NOTARY PUBLIC

COMMONWEALTH OF VIRGINIA,
CITY OF MARTINSVILLE, TO-WIT:

            The foregoing was acknowledged  before  me   this  5th  day  of May,
1993,  by  B. E. Brammer, the President of Multitrade of Martinsville, Inc.

            My Commission expires: March 31, 1994



                                       /s/
                                       ----------------------------------
                                                 NOTARY PUBLIC


                                       4
<PAGE>


            THIS FIFTH  AMENDMENT  TO  AGREEMENT,  made and executed in multiple
counterparts as of the 1st day of June, 1997, by and between  MULTITRADE  GROUP,
INC., a corporation organized and existing under the laws of the Commonwealth of
Virginia  (hereinafter  referred  to as  "Multitrade"),  TULTEX  CORPORATION,  a
corporation  organized  and  existing  under  the  laws of the  Commonwealth  of
Virginia,  having a manufacturing  facility located on Commonwealth Boulevard in
Martinsville,  Virginia (hereinafter referred to as "Purchaser"), and MULTITRADE
OF  MARTINSVILLE,  INC., a corporation  organized and existing under the laws of
the Commonwealth of Virginia (hereinafter referred to as "Assignee").

            WHEREAS,   Multitrade  and  Purchaser   entered  into  an  agreement
pertaining  to the  construction  and operation by Multitrade of a topping cycle
cogeneration facility producing certain quantities of steam and electrical power
and the  distribution  and sale of certain  steam and hot water to the Purchaser
(hereinafter referred to as the "Agreement"); and

            WHEREAS,  on August 17, 1987,  February 28, 1989,  May 15, 1990, and
June 8, 1993, the parties hereto executed  Amendments to the aforesaid Agreement
and by this Fifth  Amendment to Agreement  wish to amend the original  Agreement
again;

            NOW,  THEREFORE,  WITNESSETH:  That for and in  consideration of the
foregoing  premises and the mutual  covenants,  promises and  agreements  herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby  acknowledged,  the  parties  hereto  hereby  agree that the
aforesaid Agreement shall be amended again as follows:

<PAGE>


            1. That the term of the existing steam Agreement between the parties
as amended shall be extended for an additional  three (3) years,  until midnight
on April 30, 2003, with the following additional changes:

            (1) The following  rates shall apply for steam purchased in the time
      period indicated:

<TABLE>
<CAPTION>
         TIME PERIOD                                      RATE SCHEDULE
         -----------                                      -------------
<S>                                <C>
June 1, 1997 - April 30, 1998      See "Exhibit 1 - Tultex Rate Schedule" attached hereto

May 1, 1998 - April 30, 1999       See "Exhibit 2 - Tultex Rate Schedule" attached hereto

May 1, 1999 - April 30, 2000       See "Exhibit 3 - Tultex Rate Schedule" attached hereto

May 1, 2000 - April 30, 2003       See "Exhibit 4 - Tultex Rate Schedule" attached hereto
</TABLE>

            (2) Adding a new subparagraph 4.10, to read as follows:

                  "Other   provisions   of  this   Agreement   to  the  contrary
                  notwithstanding,  either Multitrade, Assignee or Tultex may at
                  any time  after  August  1,  2000,  give  notice  to the other
                  parties  of its  desire  for a review of the  steam  rates set
                  forth herein to determine if a gross  inequity  exists therein
                  with respect to either party.  In  determining  whether such a
                  gross inequity exists,  consideration  shall be given, but not
                  limited,  to the cost  reasonably  incurred by  Multitrade  or
                  Assignee in producing steam hereunder,  the value thereof, and
                  the respective financial  obligations of Tultex and Multitrade
                  or Assignee incurred in connection with fuel and operation and
                  maintenance and delivery.  If such review  demonstrates that a
                  gross  inequity  exists  with  respect  to either  party,  the
                  increases and decreases in the steam rate shall be changed for
                  subsequent deliveries of steam to eliminate such inequity. The
                  price  adjustment  to be made  pursuant  to this  section  and
                  become  effective  immediately and will be intended to provide
                  Multitrade or Assignee and Tultex,  over the remaining term of
                  this  Agreement,  with  protection  against  changes  in price
                  levels of cost and expense items which are reasonably required
                  for the  performance of this  Agreement  and, in addition,  to
                  preserve the  financial  positions of Tultex,  Multitrade  and
                  Assignee against  substantial  changes in the purchasing power
                  of the dollar or in the cost of producing and delivering steam
                  to Tultex."


                                       2
<PAGE>

            2.  Except to the  extent set forth  hereinabove,  all of the terms,
conditions  and  provisions  of the aforesaid  Agreement as previously  amended,
shall remain in full force and effect.


                                       3
<PAGE>


            IN WITNESS WHEREOF, the parties hereto have caused these presents to
be duly executed as of the day and year first above written.


                                    MULTITRADE GROUP, INC.



                                    By: /s/ B.E. Brammer
                                        --------------------------------------



                                    TULTEX CORPORATION



                                    By: /s/ Charles W. Davies
                                        --------------------------------------




                                    MULTITRADE OF MARTINSVILLE, INC.



                                    By: /s/ B.E. Brammer
                                        --------------------------------------




                                       4

<PAGE>


COMMONWEALTH OF VIRGINIA,
CITY OF MARTINSVILLE, TO-WIT:

            The foregoing was  acknowledged  before me this  22nd  day  of July,
1997,  by B. E. Brammer, the CEO of Multitrade Group, Inc.

            My Commission expires: 3/31/98



                                          /s/
                                       ----------------------------------
                                                 NOTARY PUBLIC

COMMONWEALTH OF VIRGINIA,
CITY OF MARTINSVILLE, TO-WIT:

            The  foregoing  was  acknowledged   before  me  this 4th  day  of
August,  1997, by Charles W. Davies,  the CEO of Tultex Corporation.

            My Commission expires: 07/31/98



                                          /s/
                                       ----------------------------------
                                                 NOTARY PUBLIC

COMMONWEALTH OF VIRGINIA,
CITY OF MARTINSVILLE, TO-WIT:

            The foregoing was  acknowledged  before me this  22nd  day  of July,
1997,  by B. E. Brammer, the CEO of Multitrade of Martinsville, Inc.

            My Commission expires: 3/31/98


                                          /s/
                                       ----------------------------------
                                                 NOTARY PUBLIC


                                       5

<PAGE>


<TABLE>
<CAPTION>
                                    EXHIBIT 1
                              TULTEX RATE SCHEDULE
                            MONTHLY DISCOUNT SCHEDULE


Effective Period: June 1, 1997 thru April 30, 1998

<S>           <C>         <C>         <C>         <C>        <C>         <C>         <C>         <C>         <C>         <C>
ANNUAL STEAM  12,000,000  36,000,000  60,000,000  84,000,000 108,000,000 132,000,000 156,000,000 180,000,000 204,000,000 228,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MONTHLY STEAM     0        2,000,001   4,000,001   6,000,001   8,000,001  10,000,001  12,000,001  14,000,001  16,000,001  18,000,001
                  to          to          to          to          to          to          to          to          to          to
               2,000,000   4,000,000   6,000,000   8,000,000  10,000,000  12,000,000  14,000,000  16,000,000  18,000,000  20,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Fuel              $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20
O&M              $98.33      $32.78      $19.67      $14.05      $10.93       $8.94       $7.56       $6.56       $5.78       $5.18
Capacity          $1.65       $1.65       $1.65       $1.65       $1.65       $1.65       $1.65       $1.65       $1.65       $1.65
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Total       $102.18      $36.63      $23.52      $17.90      $14.78      $12.79      $11.41      $10.41       $9.63       $9.03

====================================================================================================================================

ANNUAL STEAM 252,000,000 276,000,000 300,000,000 324,000,000 348,000,000 372,000,000 396,000,000 420,000,000 444,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MONTHLY STEAM 20,000,001  22,000,001  24,000,001  26,000,001  28,000,001  30,000,001  32,000,001  34,000,001  36,000,001
                  to          to          to          to          to          to          to          to          to
              22,000,000  24,000,000  26,000,000  28,000,000  30,000,000  32,000,000  34,000,000  36,000,000  38,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Fuel              $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20
O&M               $4.68       $4.28       $3.93       $3.64       $3.39       $3.17       $2.98       $2.81       $2.66
Capacity          $1.65       $1.65       $1.65       $1.65       $1.65       $1.65       $1.65       $1.65       $1.65
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Total         $8.53       $8.13       $7.78       $7.49       $7.24       $7.02       $6.83       $6.66       $6.51

====================================================================================================================================

ANNUAL STEAM 468,000,000 492,000,000 516,000,000 540,000,000 564,000,000 588,000,000 612,000,000 636,000,000 660,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MONTHLY STEAM 38,000,001  40,000,001  42,000,001  44,000,001  46,000,001  48,000,001  50,000,001  52,000,001  54,000,001
                  to          to          to          to          to          to          to          to          to
              40,000,000  42,000,000  44,000,000  46,000,000  48,000,000  50,000,000  52,000,000  54,000,000  56,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Fuel              $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20
O&M               $2.52       $2.40       $2.29       $2.19       $2.09       $2.01       $1.93       $1.86       $2.79
Capacity          $1.65       $1.65       $1.65       $1.65       $1.65       $1.65       $1.65       $1.65       $1.65
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Total         $6.37       $6.25       $6.14       $6.04       $5.94       $5.86       $5.78       $5.71       $5.64

====================================================================================================================================
</TABLE>

Thermal Credit for Condensate:  $1.76 per Mil Btu's
Liquid Credit for Condensate:  $0.75 per thousand gallons

07/14/97

                                        1
<PAGE>


<TABLE>
<CAPTION>
Effective Period: June 1, 1997 thru April 30, 1998

<S>           <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>
ANNUAL STEAM   684,000,000    708,000,000    732,000,000    756,000,000    780,000,000    804,000,000     828,000,000    852,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

MONTHLY STEAM   56,000,001     58,000,001     60,000,001     62,000,001     64,000,001     66,000,001      68,000,001    70,000,001
                    to             to             to             to             to             to              to            to
                58,000,000     60,000,000     62,000,000     64,000,000     66,000,000     68,000,000      70,000,000    72,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

Fuel                $2.20          $2.20          $2.20          $2.20          $2.20          $2.20          $2.20          $2.20
O&M                 $1.73          $1.67          $1.61          $1.56          $1.51          $1.47          $1.43          $1.38
Capacity            $1.65          $1.65          $1.65          $1.65          $1.65          $1.65          $1.65          $1.65
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------
    Total           $5.58          $5.52          $5.46          $5.41          $5.36          $5.32          $5.28          $5.23

====================================================================================================================================

ANNUAL STEAM   876,000,000    900,000,000    924,000,000    948,000,000    972,000,000    996,000,000   1,202,000,000  1,044,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

MONTHLY STEAM   72,000,001     74,000,001     76,000,001     78,000,001     80,000,001     82,000,001     84,000,001     86,000,001
                    to             to             to             to             to             to             to             to
                74,000,000     76,000,000     78,000,000     80,000,000     82,000,000     84,000,000     86,000,000     88,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

Fuel                $2.20          $2.20          $2.20          $2.20          $2.29          $2.35          $2.40          $2.45
O&M                 $1.35          $1.31          $1.28          $1.24          $1.21          $1.18          $1.16          $1.13
Capacity            $1.65          $1.65          $1.65          $1.65          $1.65          $1.65          $1.65          $1.65
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------
    Total           $5.20          $5.16          $5.13          $5.09          $5.15          $5.18          $5.21          $5.23

====================================================================================================================================

ANNUAL STEAM  1,068,000,000  1,092,000,000  1,116,000,000  1,140,000,000  1,168,000,000  1,188,000,000  1,212,000,000  1,236,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

MONTHLY STEAM   88,000,001     90,000,001     92,000,001     94,000,001     96,000,001     98,000,001     100,000,001    102,000,001
                    to             to             to             to             to             to              to         and above
                90,000,000     92,000,000     94,000,000     96,000,000     98,000,000     100,000,000    102,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

Fuel                $2.50          $2.55          $2.60          $2.64          $2.68          $2.72          $2.76          $2.80
O&M                 $1.10          $1.08          $1.06          $1.04          $1.01          $0.99          $0.97          $0.95
Capacity            $1.65          $1.65          $1.65          $1.65          $1.65          $1.65          $1.65          $1.65
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------
    Total           $5.25          $5.28          $5.31          $5.33          $5.34          $5.36          $5.38          $5.40

====================================================================================================================================
</TABLE>

Thermal Credit for Condensate:  $1.76 per Mil Btu's
Liquid Credit for Condensate:  $0.75 per thousand gallons

07/14/97

                                        2

<PAGE>

<TABLE>
<CAPTION>
                                    EXHIBIT 2
                              TULTEX RATE SCHEDULE
                            MONTHLY DISCOUNT SCHEDULE


Effective Period: May 1, 1998 thru April 30, 1999
<S>          <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
ANNUAL STEAM  12,000,000  36,000,000  60,000,000  84,000,000 108,000,000 132,000,000 156,000,000 180,000,000 204,000,000 228,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MONTHLY STEAM     0        2,000,001   4,000,001   6,000,001   8,000,001  10,000,001  12,000,001  14,000,001  16,000,001  18,000,001
                  to          to          to          to          to          to          to          to          to          to
               2,000,000   4,000,000   6,000,000   8,000,000  10,000,000  12,000,000  14,000,000  16,000,000  18,000,000  20,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Fuel              $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20
O&M              $98.33      $32.78      $19.67      $14.05      $10.93       $8.94       $7.56       $6.56       $5.78       $5.18
Capacity          $1.40       $1.40       $1.40       $1.40       $1.40       $1.40       $1.40       $1.40       $1.40       $1.40
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Total       $101.93      $36.38      $23.27      $17.65      $14.53      $12.54      $11.16      $10.16       $9.38       $8.78

====================================================================================================================================

ANNUAL STEAM 252,000,000 276,000,000 300,000,000 324,000,000 348,000,000 372,000,000 396,000,000 420,000,000 444,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MONTHLY STEAM 20,000,001  22,000,001  24,000,001  26,000,001  28,000,001  30,000,001  32,000,001  34,000,001  36,000,001
                  to          to          to          to          to          to          to          to          to
              22,000,000  24,000,000  26,000,000  28,000,000  30,000,000  32,000,000  34,000,000  36,000,000  38,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Fuel              $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20
O&M               $4.68       $4.28       $3.93       $3.64       $3.39       $3.17       $2.98       $2.81       $2.66
Capacity          $1.40       $1.40       $1.40       $1.40       $1.40       $1.40       $1.40       $1.40       $1.40
    Total         $8.28       $7.88       $7.53       $7.24       $6.99       $6.77       $6.58       $6.41       $6.26

====================================================================================================================================

ANNUAL STEAM 468,000,000 492,000,000 516,000,000 540,000,000 564,000,000 588,000,000 612,000,000 636,000,000 660,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MONTHLY STEAM 38,000,001  40,000,001  42,000,001  44,000,001  46,000,001  48,000,001  50,000,001  52,000,001  54,000,001
                  to          to          to          to          to          to          to          to          to
              40,000,000  42,000,000  44,000,000  46,000,000  48,000,000  50,000,000  52,000,000  54,000,000  56,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Fuel              $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20
O&M               $2.52       $2.40       $2.29       $2.19       $2.09       $2.01       $1.93       $1.86       $2.79
Capacity          $1.40       $1.40       $1.40       $1.40       $1.40       $1.40       $1.40       $1.40       $1.40
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Total         $6.12       $6.00       $5.89       $5.79       $5.69       $5.61       $5.53       $5.46       $5.39

====================================================================================================================================
</TABLE>

Thermal Credit for Condensate:  $1.76 per Mil Btu's
Liquid Credit for Condensate:  $0.75 per thousand gallons

07/14/97

                                        3
<PAGE>


<TABLE>
<CAPTION>
Effective Period: May 1, 1998 thru April 30, 1999
<S>           <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>
ANNUAL STEAM   684,000,000    708,000,000    732,000,000    756,000,000    780,000,000    804,000,000    828,000,000    852,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

MONTHLY STEAM   56,000,001     58,000,001     60,000,001     62,000,001     64,000,001     66,000,001     68,000,001     70,000,001
                    to             to             to             to             to             to             to             to
                58,000,000     60,000,000     62,000,000     64,000,000     66,000,000     68,000,000     70,000,000     72,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

Fuel                $2.20          $2.20          $2.20          $2.20          $2.20          $2.20          $2.20          $2.20
O&M                 $1.73          $1.67          $1.61          $1.56          $1.51          $1.47          $1.43          $1.38
Capacity            $1.40          $1.40          $1.40          $1.40          $1.40          $1.40          $1.40          $1.40
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------
    Total           $5.33          $5.27          $5.21          $5.16          $5.11          $5.07          $5.03          $4.98

====================================================================================================================================

ANNUAL STEAM   876,000,000    900,000,000    924,000,000    948,000,000    972,000,000    996,000,000   1,202,000,000  1,044,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

MONTHLY STEAM   72,000,001     74,000,001     76,000,001     78,000,001     80,000,001     82,000,001     84,000,001     86,000,001
                    to             to             to             to             to             to             to             to
                74,000,000     76,000,000     78,000,000     80,000,000     82,000,000     84,000,000     86,000,000     88,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

Fuel                $2.20          $2.20          $2.20          $2.20          $2.29          $2.35          $2.40          $2.45
O&M                 $1.35          $1.31          $1.28          $1.24          $1.21          $1.18          $1.16          $1.13
Capacity            $1.40          $1.40          $1.40          $1.40          $1.40          $1.40          $1.40          $1.40
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------
    Total           $4.95          $4.91          $4.88          $4.84          $4.90          $4.93          $4.96          $4.98

====================================================================================================================================

ANNUAL STEAM  1,068,000,000  1,092,000,000  1,116,000,000  1,140,000,000  1,168,000,000  1,188,000,000  1,212,000,000  1,236,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

MONTHLY STEAM   88,000,001     90,000,001     92,000,001     94,000,001     96,000,001     98,000,001    100,000,001    102,000,000
                    to             to             to             to             to             to             to         and above
                90,000,000     92,000,000     94,000,000     96,000,000     98,000,000    100,000,000    102,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

Fuel                $2.50          $2.55          $2.60          $2.64          $2.68          $2.72          $2.76          $2.80
O&M                 $1.10          $1.08          $1.06          $1.04          $1.01          $0.99          $0.97          $0.95
Capacity            $1.40          $1.40          $1.40          $1.40          $1.40          $1.40          $1.40          $1.40
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------
    Total           $5.00          $5.03          $5.06          $5.08          $5.09          $5.11          $5.13          $5.15

====================================================================================================================================
</TABLE>


Thermal Credit for Condensate:  $1.76 per Mil Btu's
Liquid Credit for Condensate:  $0.75 per thousand gallons

07/14/97

                                        4
<PAGE>


<TABLE>
<CAPTION>
                                    EXHIBIT 3
                              TULTEX RATE SCHEDULE
                            MONTHLY DISCOUNT SCHEDULE


Effective Period: May 1, 1999 thru April 30, 2000
<S>          <C>         <C>         <C>         <C>         <C>         <C>         <C>          <C>        <C>         <C>
ANNUAL STEAM  12,000,000 36,000,000   60,000,000  84,000,000 108,000,000 132,000,000 156,000,000 180,000,000 204,000,000 228,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MONTHLY STEAM     0       2,000,001    4,000,001   6,000,001   8,000,001  10,000,001  12,000,001  14,000,001  16,000,001  18,000,001
                  to          to          to          to          to         to          to          to          to          to
              2,000,000   4,000,000    6,000,000   8,000,000  10,000,000  12,000,000  14,000,000  16,000,000  18,000,000  20,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Fuel              $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20
O&M              $98.33      $32.78      $19.67      $14.05      $10.93       $8.94       $7.56       $6.56       $5.78       $5.18
Capacity          $1.20       $1.20       $1.20       $1.20       $1.20       $1.20       $1.20       $1.20       $1.20       $1.20
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Total       $101.73      $36.18      $23.07      $17.45      $14.33      $12.34      $10.96       $9.96       $9.18       $8.58

====================================================================================================================================

ANNUAL STEAM 252,000,000 276,000,000 300,000,000 324,000,000 348,000,000 372,000,000 396,000,000  420,00,000 444,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MONTHLY STEAM 20,000,001  22,000,001  24,000,001  26,000,001  28,000,001  30,000,001  32,000,001  34,000,001  36,000,001
                  to          to          to          to          to          to          to          to          to
              22,000,000  24,000,000  26,000,000  28,000,000  30,000,000  32,000,000  34,000,000  36,000,000  38,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Fuel              $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20
O&M               $4.68       $4.28       $3.93       $3.64       $3.39       $3.17       $2.98       $2.81       $2.66
Capacity          $1.20       $1.20       $1.20       $1.20       $1.20       $1.20       $1.20       $1.20       $1.20
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Total         $8.08       $7.68       $7.33       $7.04       $6.79       $6.57       $6.38       $6.21       $6.06

====================================================================================================================================

ANNUAL STEAM 468,000,000 492,000,000 516,000,000 540,000,000 564,000,000 588,000,000 612,000,000 636,000,000 660,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MONTHLY STEAM 38,000,001  40,000,001  42,000,001  44,000,001  46,000,001  48,000,001  50,000,001  52,000,001  54,000,001
                  to          to          to          to          to          to          to          to          to
              40,000,000  42,000,000  44,000,000  46,000,000  48,000,000  50,000,000  52,000,000  54,000,000  56,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Fuel              $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20
O&M               $2.52       $2.40       $2.29       $2.19       $2.09       $2.01       $1.93       $1.86       $2.79
Capacity          $1.20       $1.20       $1.20       $1.20       $1.20       $1.20       $1.20       $1.20       $1.20
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Total         $6.92       $5.80       $5.69       $5.59       $5.49       $5.41       $5.33       $5.26       $5.19

====================================================================================================================================
</TABLE>

Thermal Credit for Condensate:  $1.76 per Mil Btu's
Liquid Credit for Condensate:  $0.75 per thousand gallons

07/14/97

                                        5
<PAGE>


<TABLE>
<CAPTION>
Effective Period:  May 1, 1999 thru April 30, 2000
<S>          <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>
ANNUAL STEAM  684,000,000    708,000,000    732,000,000    756,000,000    780,000,000    804,000,000    828,000,000    852,000,000
             -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

MONTHLY STEAM  56,000,001     58,000,001     60,000,001     62,000,001     64,000,001     66,000,001     68,000,001     70,000,001
                   to             to             to             to             to             to             to             to
               58,000,000     60,000,000     62,000,000     64,000,000     66,000,000     68,000,000     70,000,000     72,000,000
             -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

Fuel               $2.20          $2.20          $2.20          $2.20          $2.20          $2.20          $2.20          $2.20
O&M                $1.73          $1.67          $1.61          $1.56          $1.51          $1.47          $1.43          $1.38
Capacity           $1.20          $1.20          $1.20          $1.20          $1.20          $1.20          $1.20          $1.20
             -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------
    Total          $5.13          $5.07          $5.01          $4.96          $4.91          $4.87          $4.83          $4.78

===================================================================================================================================

ANNUAL STEAM  876,000,000    900,000,000    924,000,000    948,000,000    972,000,000    996,000,000   1,020,000,000  1,044,000,000
             -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

MONTHLY STEAM  72,000,001     74,000,001     76,000,001     78,000,001     80,000,001     82,000,001     84,000,001     86,000,001
                   to             to             to             to             to             to             to             to
               74,000,000     76,000,000     78,000,000     80,000,000     82,000,000     84,000,000     86,000,000     88,000,000

Fuel               $2.20          $2.20          $2.20          $2.20          $2.20          $2.20          $2.20          $2.20
O&M                $1.35          $1.31          $1.28          $1.24          $1.21          $1.18          $1.16          $1.13
Capacity           $1.20          $1.20          $1.20          $1.20          $1.20          $1.20          $1.20          $1.20
    Total          $4.75          $4.71          $4.68          $4.64          $4.70          $4.73          $4.76          $4.78

===================================================================================================================================

ANNUAL STEAM 1,068,000,000  1,092,000,000  1,116,000,000  1,140,000,000  1,168,000,000  1,188,000,000  1,212,000,000  1,236,000,000
             -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

MONTHLY STEAM  88,000,001     90,000,001     92,000,001     94,000,001     96,000,001     98,000,001    100,000,001    102,000,001
                   to             to             to             to             to             to             to         and above
               90,000,000     92,000,000     94,000,000     96,000,000     98,000,000    100,000,000    102,000,000
             -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

Fuel               $2.50          $2.55          $2.60          $2.64          $2.68          $2.72          $2.76          $2.80
O&M                $1.10          $1.08          $1.06          $1.04          $1.01          $0.99          $0.97          $0.95
Capacity           $1.20          $1.20          $1.20          $1.20          $1.20          $1.20          $1.20          $1.20
             -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------
    Total          $4.80          $4.83          $4.86          $4.88          $4.89          $4.91          $4.93          $4.95

===================================================================================================================================
</TABLE>

Thermal Credit for Condensate:  $1.76 per Mil Btu's
Liquid Credit for Condensate:  $0.75 per thousand gallons

07/14/97

                                        6
<PAGE>


<TABLE>
<CAPTION>
                                    EXHIBIT 4
                              TULTEX RATE SCHEDULE
                            MONTHLY DISCOUNT SCHEDULE


Effective Period:  May 1, 2000 thru April 30, 2003
<S>          <C>         <C>         <C>         <C>         <C>         <C>         <C>          <C>        <C>         <C>
ANNUAL STEAM  12,000,000 36,000,000   60,000,000  84,000,000 108,000,000 132,000,000 156,000,000 180,000,000 204,000,000 228,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MONTHLY STEAM     0       2,000,001    4,000,001   6,000,001   8,000,001  10,000,001  12,000,001  14,000,001  16,000,001  18,000,001
                  to          to          to          to          to          to          to          to          to          to
              2,000,000   4,000,000    6,000,000   8,000,000  10,000,000  12,000,000  14,000,000  16,000,000  18,000,000  20,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Fuel              $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20
O&M              $98.33      $32.78      $19.67      $14.05      $10.93       $8.94       $7.56       $6.56       $5.78       $5.18
Capacity          $1.10       $1.10       $1.10       $1.10       $1.10       $1.10       $1.10       $1.10       $1.10       $1.10
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Total       $101.63      $36.08      $22.97      $17.35      $14.23      $12.24      $10.86       $9.86       $9.08       $8.48

====================================================================================================================================

ANNUAL STEAM 252,000,000 276,000,000 300,000,000 324,000,000 348,000,000 372,000,000 396,000,000  420,00,000 444,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MONTHLY STEAM 20,000,001  22,000,001  24,000,001  26,000,001  28,000,001  30,000,001  32,000,001  34,000,001  36,000,001
                  to          to          to          to          to          to          to          to          to
              22,000,000  24,000,000  26,000,000  28,000,000  30,000,000  32,000,000  34,000,000  36,000,000  38,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Fuel              $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20
O&M               $4.68       $4.28       $3.93       $3.64       $3.39       $3.17       $2.98       $2.81       $2.66
Capacity          $1.10       $1.10       $1.10       $1.10       $1.10       $1.10       $1.10       $1.10       $1.10
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Total         $7.98       $7.58       $7.23       $6.94       $6.69       $6.47       $6.28       $6.11       $5.96

====================================================================================================================================

ANNUAL STEAM 468,000,000 492,000,000 516,000,000 540,000,000 564,000,000 588,000,000 612,000,000 636,000,000 660,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MONTHLY STEAM 38,000,001  40,000,001  42,000,001  44,000,001  46,000,001  48,000,001  50,000,001  52,000,001  54,000,001
                  to          to          to          to          to          to          to          to          to
              40,000,000  42,000,000  44,000,000  46,000,000  48,000,000  50,000,000  52,000,000  54,000,000  56,000,000
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Fuel              $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20       $2.20
O&M               $2.52       $2.40       $2.29       $2.19       $2.09       $2.01       $1.93       $1.86       $2.79
Capacity          $1.10       $1.10       $1.10       $1.10       $1.10       $1.10       $1.10       $1.10       $1.10
             ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
    Total         $5.82       $5.70       $5.59       $5.49       $5.39       $5.31       $5.23       $5.16       $5.09

====================================================================================================================================
</TABLE>

Thermal Credit for Condensate:  $1.76 per Mil Btu's
Liquid Credit for Condensate:  $0.75 per thousand gallons

07/14/97

                                        7

<PAGE>



<TABLE>
<CAPTION>
Effective Period:  May 1, 2000 thru April 30, 2003
<S>           <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>
ANNUAL STEAM   684,000,000    708,000,000    732,000,000    756,000,000    780,000,000    804,000,000    828,000,000    852,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

MONTHLY STEAM   56,000,001     58,000,001     60,000,001     62,000,001     64,000,001     66,000,001     68,000,001     70,000,001
                    to             to             to             to             to             to             to             to
                58,000,000     60,000,000     62,000,000     64,000,000     66,000,000     68,000,000     70,000,000     72,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

Fuel                $2.20          $2.20          $2.20          $2.20          $2.20          $2.20          $2.20          $2.20
O&M                 $1.73          $1.67          $1.61          $1.56          $1.51          $1.47          $1.43          $1.38
Capacity            $1.10          $1.10          $1.10          $1.10          $1.10          $1.10          $1.10          $1.10
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------
    Total           $5.03          $4.97          $4.91          $4.86          $4.81          $4.77          $4.73          $4.68

====================================================================================================================================

ANNUAL STEAM   876,000,000    900,000,000    924,000,000    948,000,000    972,000,000    996,000,000   1,020,000,000  1,044,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

MONTHLY STEAM   72,000,001     74,000,001     76,000,001     78,000,001     80,000,001     82,000,001     84,000,001     86,000,001
                    to             to             to             to             to             to             to             to
                74,000,000     76,000,000     78,000,000     80,000,000     82,000,000     84,000,000     86,000,000     88,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

Fuel                $2.20          $2.20          $2.20          $2.20          $2.29          $2.35          $2.40          $2.45
O&M                 $1.35          $1.31          $1.28          $1.24          $1.21          $1.18          $1.16          $1.13
Capacity            $1.10          $1.10          $1.10          $1.10          $1.10          $1.10          $1.10          $1.10
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------
    Total           $4.65          $4.61          $4.58          $4.54          $4.60          $4.63          $4.66          $4.68

====================================================================================================================================

ANNUAL STEAM  1,068,000,000  1,092,000,000  1,116,000,000  1,140,000,000  1,168,000,000  1,188,000,000  1,212,000,000  1,236,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

MONTHLY STEAM   88,000,001     90,000,001     92,000,001     94,000,001     96,000,001     98,000,001    100,000,001    102,000,001
                    to             to             to             to             to             to             to         and above
                90,000,000     92,000,000     94,000,000     96,000,000     98,000,000    100,000,000    102,000,000
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------

Fuel                $2.50          $2.55          $2.60          $2.64          $2.68          $2.72          $2.76          $2.80
O&M                 $1.10          $1.08          $1.06          $1.04          $1.01          $0.99          $0.97          $0.95
Capacity            $1.10          $1.10          $1.10          $1.10          $1.10          $1.10          $1.10          $1.10
              -------------  -------------  -------------  -------------  -------------  -------------  -------------  -------------
    Total           $4.70          $4.73          $4.76          $4.78          $4.79          $4.81          $4.83          $4.85

====================================================================================================================================
</TABLE>

Thermal Credit for Condensate:  $1.76 per Mil Btu's
Liquid Credit for Condensate:  $0.75 per thousand gallons

07/14/97

                                        8

