
<PAGE>


                                  EXHIBIT  10.34


                  MULTITRADE GROUP, INC. AND BASSETT-WALKER, INC.

                                  STEAM AGREEMENT

            STEAM AGREEMENT dated as of March 1, 1993, between Multitrade Group,
Inc. a corporation  organized and existing under the laws of the Commonwealth of
Virginia ("Multitrade"),  and Bassett-Walker,  Inc., a corporation organized and
existing under the laws of the Commonwealth of Virginia ("Bassett-Walker").

                                  R E C I T A L S


            WHEREAS,  Multitrade is the owner of a steam production facility and
steam distribution system (collectively,  the "System") located in Henry County,
Virginia and capable of generating 100,000 pounds of steam per hour for 24 hours
per day;


            WHEREAS,  Multitrade  and  Bassett-Walker  are  parties  to a  Steam
Agreement  dated  January 15, 1992 (the "Initial  Agreement")  pursuant to which
Multitrade  has  supplied  Bassett-Walker  with  Bassett-Walker's  steam  energy
requirements for its manufacturing and warehouse facilities located at Rivermont
Heights, Henry County, Virginia (the "Bassett-Walker Facilities");


            WHEREAS,  the term of the  Initial  Agreement  consists  of a 1-year
period ending on February 28, 1994; and


            WHEREAS,  Multitrade  and  Bassett-Walker  desire  to  continue  the
provision of steam energy services to Bassett-Walker following the expiration of
the 1-year term under the Initial Agreement,  for an additional period of 1 year
from March 1, 1994 through February 28, 1995.


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

                                 A G R E E M E N T


                              SECTION 1. DEFINITIONS.

            Unless the context otherwise requires, the following terms have, for
purposes of this Agreement, the respective meanings set forth below:

            "AAA" means the American  Arbitration  Association and any successor
organization.

            "Adjustment  Date" has the meaning  assigned to such term in Section
5.3 of this Agreement.



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            "Agreement" and "this Agreement" means this Steam Agreement dated as
of March 1, 1993, between Multi-trade and Bassett-Walker.

            "Applicable  Law"  means  any  law,  rule,  regulation,   ordinance,
judgment,  decree,  permit or similar  decision of any  federal,  state or local
governmental authority, agency, court or similar body having jurisdiction, which
is  applicable to or affects the  ownership,  operation,  testing,  maintenance,
leasing or use of the System,  the  Bassett-Walker  Facilities or the sites upon
which the System and Bassett-Walker Facilities are located.

            "Bassett-Walker" means Bassett-Walker, Inc., a Virginia corporation.

            "Bassett-Walker  Facilities"  means the  manufacturing and warehouse
facilities owned by Bassett-Walker  located at Rivermont Heights,  Henry County,
Virginia.

            "Capacity  Component"  means the  component of the steam price which
takes into  account the  capacity  cost to  Multitrade  of  producing  steam for
delivery to  Bassett-Walker  under this  Agreement,  as calculated in accordance
with Exhibit 5.2 and subject to  adjustment  pursuant to Section  5.3(c) of this
Agreement.

            "Commencement Date"  means March 1, 1994.

            "Condensate Return" has the meaning assigned to such term in Section
7.1 of this Agreement.

            "Dedicated Capacity" means 100,000 pounds of dry saturated steam per
hour at pressures up to 200 PSIG to be made available to Bassett-Walker from the
System during the Term.

            "Fuel  Component" means the component of the steam price which takes
into account the cost incurred by Multitrade for wood,  coal and other fuel used
in  producing  steam for delivery to  Bassett-Walker  under this  Agreement,  as
calculated in accordance with Exhibit 5.2 and subject to adjustment  pursuant to
Section 5.3(a) of this Agreement.

            "Multitrade"  means Multitrade Group, Inc., a Virginia Corporation.

            "O&M  Component"  means the component of the steam price which takes
into  account the fixed and  variable  costs to  Multitrade  of  operations  and
maintenance  for the System,  as calculated in accordance  with Exhibits 5.2 and
5.3 and subject to adjustment pursuant to Section 5.3(b) of this Agreement.

            "Operating  Year" means any  applicable  one-year  period during the
Term from March 1 through and including the next succeeding February 28 or 29 as
may be applicable.

            "Point of Delivery"  means the discharge side of the steam meter.

            "PSIG"  means pounds per square inch gauge.



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            "Steam  Meter"  means  the  steam  flow,   pressure   recording  and
totalizing steam meter located on the low pressure side of the pressure reducing
station in the System.

            "System" means the steam production  facility and steam distribution
system, owned and operated by Multitrade and located in Henry County,  Virginia,
capable of  generating  up to 100,000  pounds per hour of steam for 24 hours per
day, subject to interruptions as contemplated by Section 9 of this Agreement.

            "Technician" means an independent technician,  reasonably acceptable
to  Multitrade  and  Bassett-Walker,  who has  expertise  in the  operation  and
maintenance of steam production facilities similar to the System.

            "Term" means the one-year period commencing March 1, 1994 and ending
February 28, 1995, during which Multitrade will provide steam energy services to
Bassett-Walker  in accordance  with the  provisions of this  Agreement,  and any
additional  one-year  periods which both parties  mutually  agree to extend this
Agreement in accordance with Section 13 hereof.


                      SECTION 2. COMMENCEMENT DATE AND TERM.

            Steam  energy  services  shall  commence  under  the  terms  of this
Agreement on March 1, 1994 (the "Commencement Date"), and shall run continuously
from such date until February 28, 1995 (such one-year  period referred to herein
as the "Term"),  unless this Agreement  shall have been terminated at an earlier
date pursuant to the terms hereof.  This Agreement may be renewed by the parties
in accordance with Section 13 hereof.


                   SECTION 3. PURCHASE AND SALE OF STEAM ENERGY.

            3.1 PURCHASE AND SALE  OBLIGATIONS.  Subject to Section 4.2, 9.1 and
9.2, Bassett-Walker agrees to purchase and pay for and Multitrade agrees to sell
steam energy  generated by the System  during the Term in an amount equal to 100
percent of the steam requirements for the Bassett-Walker  Facilities;  provided,
however,  that Multitrade shall not be obligated to sell to Bassett-Walker steam
in excess of the Dedicated  Capacity for such energy. The cost to Bassett-Walker
for steam  delivered  to it shall be  calculated  in  accordance  with Section 5
hereof.

            3.2 DEDICATED  CAPACITY.  Subject to Section 9, Multitrade will make
available to Bassett-Walker at the Point of Delivery on a daily 24-hour basis at
least 100,000 pounds per hour of dry saturated steam at pressures up to 200 PSIG
(the "Dedicated Capacity") during the Term of this Agreement.

            3.3 ADDITIONAL CAPACITY.  Multitrade shall have the right to sell to
others  any steam  produced  by the System  which is in excess of the  Dedicated
Capacity  and  Bassett-Walker's  steam  requirements.  If at any time during the
period  of  this  Agreement  Multitrade  installs  additional  steam  generating
capacity,  Bassett-Walker  shall have the option to  purchase  any or all of the
additional capacity at a rate and under terms similar to those set forth in this
Agreement, subject to such adjustments as may be necessary to reflect additional
costs associated with the additional capacity so purchased.



<PAGE>

            3.4 BASSETT-WALKER'S RIGHT TO PRODUCE OWN STEAM.  Bassett-Walker may
operate its own boilers for the  production  of steam  energy only (a) during an
interruption  of the steam supply as contemplated by Section 9.1, (b) during the
existence  of  incompatible  additives in the steam  supply as  contemplated  by
Section 4.2, (c) during testing, preventative maintenance and safety checks, (d)
for the purpose of testing and  maintaining  its boilers while using natural gas
as a fuel,  and (e) any time steam from  Multitrade  is not  adequate to fulfill
Bassett-Walker's steam requirements, and in each case only for so long as and to
the extent that such conditions or circumstances  continue;  provided,  however,
that in no  circumstances  shall  Bassett-Walker  operate its own boilers  while
using No. 6 fuel oil as a fuel at times when the System is in operation.


               SECTION 4. METERING; INSPECTIONS AND QUALITY CONTROL.

            4.1  QUALITY  OF STEAM;  METERING.  Multitrade  agrees to deliver to
Bassett-Walker  high  quality  steam,  with  standards of at least pH 9 (plus or
minus 0.5) and 3 parts per million or less carryover, and to maintain a suitable
steam flow,  pressure  recording and totalizing meter ("Steam Meter") located on
the low pressure side of the pressure  reducing  station.  Multitrade  agrees to
inject  into the steam,  to the  satisfaction  of  Bassett-Walker,  neutralizing
and/or filming amine to reduce corrosion in the Condensate Return system.

            4.2 ADDITIVES.  Multitrade  recognizes that the steam purchased from
it by  Bassett-Walker  will  be  injected  into  Bassett-Walker's  dye  process.
Accordingly,  Multitrade  agrees that no  additives  shall be injected  into the
steam  which it  produces  unless  such  additives  are among those set forth on
Exhibit 4.2 or are otherwise  compatible with  Bassett-Walker's  dye process and
prior approval for such additives is received from Bassett-Walker.  If additives
are found in the steam  produced by  Multitrade  which are not  compatible  with
Bassett-Walker's dye process,  Bassett-Walker shall not be obligated to purchase
any steam  containing such additives and shall have the right to operate its own
boilers until the incompatible additives are removed.

            4.3    CALCULATION;    INSPECTION.    Multitrade    will   calculate
Bassett-Walker's   monthly   steam  usage   based  on  steam   meter   readings.
Bassett-Walker  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,  the disputing party may, at its own expense,  engage the
services  of the  Technician  to test  the  Steam  Meter,  and the  Technician's
determination  will  be  binding  on  the  parties  hereto.  If  the  Technician
determines that the Steam Meter is in need of repair or replacement, such repair
or replacement will be made as soon as practicable at Multitrade's  expense. The
cost of the  Technician  will be borne by Multitrade if the meter is found to be
in need of repair.  Local  representatives of Multitrade and Bassett-Walker,  by
mutual agreement,  will determine the amount of steam furnished by Multitrade to
Bassett-Walker  for any period  during which the Steam Meter is  malfunctioning,
and invoices will be adjusted in accordance with Exhibit 4.3.

            4.4 CALIBRATION. Multitrade agrees, at no expense to Bassett-Walker,
to have the Steam Meter  calibrated by the Technician at the end of 180 calendar
days. A written report of the  Technician's  findings and  calibrations  will be
submitted to Bassett-Walker.


                        SECTION 5. PAYMENT RATES AND TERMS.

            5.1 BASIS FOR PAYMENT. Bassett-Walker will pay monthly for the steam
energy it  purchases  from  Multitrade  based on a unit  price per 1,000  pounds
of delivered, dry saturated



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steam,  as hereinafter  set  forth and measured in accordance  with Section 4.3.
All steam costs will be based on the steam  actually  delivered  to the Point of
Delivery at the Steam Flow Meter  located in  Bassett-Walker's  existing  boiler
room.

            5.2 RATE  SCHEDULE.  Subject to adjustment  pursuant to Sections 5.3
and 7.3,  the  monthly  rate  which  Bassett-Walker  will pay for  steam  energy
delivered by Multitrade  will be  determined in accordance  with Exhibit 5.2. To
the extent  Bassett-Walker  operates its own boilers for the production of steam
energy during an interruption of Multitrade's supply of steam as contemplated by
Section 9.1,  such monthly rate will be determined on the basis of the aggregate
amount  of  steam   supplied   during   such  month  by  both   Multitrade   and
Bassett-Walker. In all other circumstances where Bassett-Walker operates its own
boilers for the production of steam energy,  the monthly rate will be determined
on the basis of the amount of steam  supplied  during  such month by  Multitrade
alone.

            5.3   ADJUSTMENT OF STEAM RATES.

            (a) The rates used in Exhibit 5.2 for Fuel,  Fixed O&M, and Variable
O&M are stated in 1991 values.  These  components of the Steam Energy Price will
be adjusted March 1, 1992, and on one-year  anniversaries  thereafter during the
Term of this Agreement and any renewals thereafter. The 1992 adjustment will use
the inflation rate published in the Producers Price Index "All  Commodities" for
1991.

            (b)  The  Fuel,  Fixed  O&M  and  Variable  O&M  components  will be
increased or decreased on the March 1 anniversary dates using the rate of change
in the  Producers  Price Index as published by the United  States  Department of
Labor; "All Commodities" average index shall be used as the basis for adjustment
of the Fuel and O&M  components.  Each  adjustment in the steam  component rates
will use the  inflation  rate  from  the  previous  year.  (See  example  of the
Producers Price Index in Exhibit 5.3)

Calculation Example:

                                 Producers

                                PRICE INDEX   x    MULTIPLIER   =       RATE
                                -----------        ----------           ----

Fuel Component 1989: $2.22     112.2  (1989)  x    1.9786096    =       2.22
Fuel Component 1990:           116.3  (1990)  x    1.9786096    =       2.30
(rates rounded after three decimals, multiplier is used for example only.)


            The actual  multiplier will be established  using the Fuel Component
Rate of $2.22 divided by the 1991 Producers  Index.  The multiplier  established
using the 1991 data will remain constant through the term of this Agreement.

            (c) The Capacity  Component will remain firm during the Term of this
Agreement.

            5.4 BILLING. The charges for steam energy consumed by Bassett-Walker
will be billed monthly to  Bassett-Walker by Multitrade and payments will be due
within 15 days after receipt of an invoice  substantially in the form of Exhibit
5.4.  Multitrade  may charge a 1.5% late  charge on any bill not paid  within 30
days of the due date. If any bill is not paid, including the late charge, within
30 days after the due date,  Multitrade  may  discontinue  service  upon written
notice to  Bassett-Walker  or exercise any other remedy  provided in  accordance
with Section 10.2(a)  hereof.  No such  discontinuation  of service shall render
Multitrade liable for damages or relieve  Bassett-Walker from performance of its
obligations  hereunder  as long  as  Multitrade  is not in  default  under  this
Agreement at the time service is discontinued.

<PAGE>

            5.5 TITLE TO STEAM.  Title to and full  responsibility for all steam
energy  sold  and  delivered  by  Multitrade  to  Bassett-Walker  shall  pass to
Bassett-Walker at the Point of Delivery.

            5.6 ENERGY TAX. In the event any governmental  authority imposes any
new energy tax  following  the date of this  Agreement  that is applicable to or
increases  the cost of  Multitrade's  operation of the System or its delivery of
steam energy to Bassett-Walker  hereunder  (whether imposed on the basis of fuel
use, BTU content, energy produced or otherwise,  and whether imposed directly on
Multitrade or otherwise),  (i) Multitrade  shall absorb the cost associated with
fifteen percent (15%) of any such tax, and (ii)  Bassett-Walker  shall reimburse
Multitrade  for  the  cost to  Multitrade  of  eighty-five  percent  (85%)  (the
"Reimbursement  Portion") of any such tax so as to hold Multitrade harmless from
the imposition of the  Reimbursement  Portion of any such tax. The parties agree
to  negotiate  in good  faith,  within  30 days  following  the end of the first
calendar years in which any such tax is imposed, to determine the precise manner
in which such  Reimbursement  Portion  and amount will be  determined  and paid.
Multitrade shall be entitled to recover from  Bassett-Walker  the actual cost to
Multitrade of the Reimbursement  Portion of any such tax, without any mark-up or
gross-up  (other than any such  adjustment  that is required to hold  Multitrade
harmless  from  the  imposition  of the  Reimbursement  Portion  of  such  tax);
provided,  that  Bassett-Walker  shall be required to reimburse  Multitrade only
with respect to that portion of the  Reimbursement  Portion of any such tax that
is properly  allocable to the steam  produced by the System that is delivered to
Bassett-Walker hereunder.


                          SECTION 6. OPERATION OF SYSTEM.

            6.1  MANNER OF  OPERATION;  NOTIFICATION.  Multitrade  agrees to use
diligence  to  maintain  and operate the System in such a manner as to avoid any
interruption   of   service   to   Bassett-Walker.   Multitrade   shall   notify
Bassett-Walker  in  writing  of its  normal  operating  schedule,  start-up  and
shut-down times and any changes thereto.

            6.2  BASSETT-WALKER'S  OBLIGATIONS.   Bassett-Walker  shall,  at  no
expense to Multitrade,  ensure at all times that  Bassett-Walker's  equipment is
appropriate  for  operation  with the  System  and that a  proper  interface  is
maintained between such equipment and the System on Bassett-Walker's side of the
Point of Delivery.


                        SECTION 7. STEAM CONDENSATE RETURN.

            7.1 STEAM CONDENSATE. Bassett-Walker agrees to return and deliver to
Multitrade  steam  condensate  ("Condensate  Return")  of a  quality  reasonably
satisfactory to Multitrade consistent with the standards of pH, hardness,  level
of dissolved solids and conductivity set forth in Exhibit 7.1. Multitrade agrees
to provide and maintain  during the Term, at no expense to  Bassett-Walker,  the
Condensate  Return  system  currently  in use in  connection  with  the  System,
including,   but  not  limited   to,   piping,   insulation,   pump  system  and
flow/temperature recorder.

            7.2 PROVISION OF ELECTRICITY.  Bassett-Walker  agrees to furnish, at
no cost to Multitrade,  adequate  electricity  to operate the Condensate  Return
pump located on the premises of Bassett-Walker.

            7.3 CREDIT FOR THERMAL AND LIQUID VALUE OF CONDENSATE RETURN. During
the Term, Bassett-Walker will be given credit on a monthly basis for the thermal
value  and  liquid  value  of  Condensate  Return  delivered  to  Multitrade  by
Bassett-Walker  during the month  covered by any invoice  furnished  pursuant to
Section 5.4. The amount of the thermal  value credit to  Bassett-Walker  will be
equal to the displaced fuel value  (initially  $2.22 per 1.2 million  BTUs),  as
adjusted  annually  during the Term  commensurate  with any increase in the Fuel
Component of the steam price.  The amount of liquid value of  Condensate  Return
credited  to  Bassett-Walker  will be equal to $1.00  per  thousand  gallons  of
Condensate Return and will remain fixed for the Term.


                       SECTION 8. PURCHASE OF MAKE-UP WATER.

            8.1 TRANSPORT AND METERING.  Multitrade  agrees to purchase  make-up
water from Bassett-Walker when such water is available. Multitrade shall provide
and maintain,  at its own expense,  the piping, pumps and equipment necessary to
transport water from  Bassett-Walker  to the System's  boiler.  Multitrade shall
provide and maintain the necessary metering or

<PAGE>

recording  instrumentation required to determine the quantity and temperature of
water furnished to Multitrade.  Bassett-Walker  agrees to provide, at no cost to
Multitrade,  the  electricity  required to operate any pumps  necessary  for the
make-up water system.

            8.2 CREDIT FOR WATER. Multitrade shall credit Bassett-Walker for all
make-up water received from  Bassett-Walker  in the amount of $1.00 per thousand
gallons of water delivered. Credit for water received from Bassett-Walker during
any  one-month  period shall be included in the invoice for steam  covering such
period.  If such water is not  available,  or such water is unfit for use due to
contamination,  Multitrade shall have the right to seek other sources of make-up
water.

            8.3 THERMAL  CREDIT FOR MAKE-UP  WATER.  In the event  make-up water
received by Multitrade is heated above 80 degrees  Fahrenheit,  Multitrade  will
credit  Bassett-Walker for the displaced fuel value of the BTUs contained in the
hot water. Displaced fuel value will be equal to the Fuel Component of the steam
rate in effect during the billing period. Thermal value of make-up water will be
calculated using the method shown in Exhibit 5.4.


                 SECTION 9. INTERRUPTION OF SERVICE OR OPERATIONS.

            9.1 Multitrade agrees to give Bassett-Walker 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  Bassett-Walker.  The parties hereby  acknowledge  that, in accordance with
state regulations, service will be interrupted annually for a period of one week
to conduct a boiler  inspection.  An unplanned  interruption  of service that is
attributable  to any cause beyond  Multitrade's  control  will not  constitute a
breach of this Agreement,  and Multitrade  will not be liable to  Bassett-Walker
for any  damages  arising out of or related to any such  interruption,  provided
Multitrade  exercises  diligent efforts to restore normal  operations as soon as
possible.  The shutdown of steam services is normally  scheduled during the Week
of July 4th each year;  however,  other  periods may be used in lieu of July 4th
Week as may be mutually agreeable.

            9.2 BUSINESS  INTERRUPTION  INSURANCE.  If either  party  desires to
obtain  business  interruption  insurance for its  respective  facilities,  each
agrees, upon reasonable written notice to the other, to permit inspection of its
facilities by representatives of the insurance company during reasonable working
hours.


            SECTION 10.  INDEMNIFICATION AND LIMITATIONS OF LIABILITY.

            10.1  RECIPROCAL  INDEMNIFICATION.  Multitrade  and  Bassett-Walker,
respectively,  as indemnitor,  will indemnify the other, as indemnitee, and hold
harmless it, its partners, officers, directors, agents and affiliates, and their
respective  successors  and  assigns,  from  and  against  any  and  all  losses
(excluding consequential losses),  damages, expenses and liabilities suffered or
paid as a result of any and all  claims,  demands,  suits,  causes  of  actions,
proceedings,  judgments  and  liabilities,  including  reasonable  counsel  fees
incurred in  litigation  or  otherwise,  assessed,  incurred or  sustained by or
against any such party with respect to or resulting from injuries to or death of
persons,  including,  but not limited to, employees of either party hereto,  and
damage to

<PAGE>

or  destruction  of  property,  including,  but not limited to, the  property of
either party hereto,  arising out of, or in any way connected  with, the failure
to comply with any Applicable Law of any authority  having proper  jurisdiction,
or the performance or non-performance of any provision of this Agreement, or any
operations  conducted  hereunder,  by  indemnitor,   its  agents  or  employees,
excepting only such injury, death, damage or destruction as may be caused by the
gross  negligence  or  willful  misconduct  of the  indemnitee,  its  agents  or
employees.  Each indemnitee shall, upon the indemnitor's request, (a) defend any
suit  asserting  a claim  covered by this  indemnity  and (b) if the  indemnitor
elects to control the defense of such suit,  cooperate  with the  indemnitor  in
respect of any matter  related to such  defense.  The  indemnitor  shall pay all
costs that may be  incurred  by the  indemnitee  in  enforcing  this  indemnity,
including  reasonable  attorneys'  fees,  within 20 days of any written  request
therefore.

            10.2 LIMITATION OF LIABILITY.  Neither  Multitrade,  Bassett-Walker,
nor their respective partners, officers, directors, employees,  representatives,
agents or independent  contractors,  because of any of their  respective acts or
omissions relating to the ownership, use, construction, operation or maintenance
of the System, or because of their respective  compliance or noncompliance  with
this Agreement, shall have any liability,  whether in contract,  warranty, tort,
strict  liability,  or other  legal  theory,  for any  indirect,  incidental  or
consequential  damages  of the  party,  including  but  not  limited  to loss of
anticipated  profits, or revenues;  loss of use of the System;  non-operation or
increased expense of operation of the System or the Condensate Return system, as
applicable;  and,  increased cost of capital or cost of purchased or replacement
steam.


                 SECTION 11. ADDITIONAL COVENANTS AND OBLIGATIONS.

            11.1 PRIMARY  OBLIGOR.  Multitrade  shall have the right to contract
with third parties for performance of all or part of its obligations  under this
Agreement, but Multitrade shall remain primarily responsible for the performance
of its obligations thereunder.

            11.2 INSURANCE.  Multitrade shall maintain in full force and effect,
at its expense,  casualty and  liability  insurance on the System and  liability
insurance for its undertakings  hereunder equal to at least the amounts required
by statute and the amounts  customarily  maintained  in the  industry  for steam
generating  facilities of similar size and type as the System.  Multitrade shall
also maintain excess liability coverage with a minimum limit of $2,000,000.


               SECTION 12. ARBITRATION OF DISPUTES; ATTORNEY'S FEES.

            12.1 ARBITRATION.

                  (a) Any dispute between Multitrade and Bassett-Walker  arising
under or out of this  Agreement  shall,  if not  resolved  amicably  between the
parties  within 30 days after  written  notice of such dispute from one party to
the other,  be  settled by  arbitration  pursuant  to the rules of the  American
Arbitration  Association  ("AAA").  After the initial  30-day  period  following
notice of a dispute, any party who has not obtained a satisfactory resolution of
such dispute may be given written notice of  arbitration  hereunder to the other
party.  Within 30 days  after the date of such  notice of  arbitration,  each of
Multitrade and Bassett-Walker shall appoint an arbitrator, which two arbitrators
shall jointly select a third arbitrator who shall serve as

<PAGE>


chairman of the arbitration  panel. If either Multitrade or Bassett-Walker  does
not select its arbitrator  within 30 days after written notice of arbitration is
given, or if the two arbitrators  cannot agree upon a third arbitrator within 30
days after the appointment of the later of such two initial arbitrators, the AAA
shall make the  appointment or appointments  from its panel of arbitrators.  The
arbitration  proceedings shall take place in the state of Virginia or such place
as may otherwise be mutually agreed to by the parties.

                  (b) The decision of the  arbitrator  shall be binding upon the
parties and conclusive as to disputes relating to this Agreement. Upon rendering
a decision,  the arbitrators shall promptly execute and acknowledge the decision
and deliver a copy to each party.  A judgment  confirming  the  decision  may be
rendered by any court that has jurisdiction over the matter.

                  (c)  Pending   resolution  of  any   controversy  or  dispute,
performance  by each party shall continue so as to maintain the status quo as it
existed  prior to the  initial  notice  of  intention  to  request  arbitration.
Resolution of any  controversy or dispute  involving the payment of money by one
party to the other shall include payment of interest,  compounded monthly on all
outstanding  payments,  at a rate per annum equal to the "prime  interest  rate"
quoted from time to time by Chase  Manhattan Bank, N. A. , or any successor bank
thereto, plus one percent (1%).

            12.2   ATTORNEY'S  FEES  AND  COST.  In  any  arbitration  or  court
proceeding  to enforce any  arbitration  award made pursuant to this Section 13,
each party shall be  responsible  for its  respective  legal costs.  The cost of
arbitration  shall be split  equally  between the parties  participating  in the
arbitration.


                               SECTION 13. RENEWAL.

            The steam  energy  services  provided  hereunder  may be  renewed by
agreement of the parties  hereto for  successive  periods of 1-year's  duration.
Provided the  notifying  party is not in default  under any of the terms of this
Agreement,  either party  wishing to negotiate  for a renewal of this  Agreement
shall notify the other in writing of its desire to so negotiate on or before the
last day of  February,  1994 and by the last day of  February  for each  renewal
anniversary thereafter.


                            SECTION 14. MISCELLANEOUS.

            14.1 COMPLIANCE WITH LAWS.  Multitrade  agrees to operate the System
up to  the  Point  of  Delivery  in  accordance  with  the  requirements  of all
applicable municipal, state and Federal laws, ordinances, rules and regulations.
Multitrade  shall be primarily  responsible  for 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,  or other
conditions for the protection of the environment,  or otherwise, which may apply
to the System.

            14.2 AMENDMENT; ENTIRE 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 a written instrument signed by the parties hereto.

<PAGE>

            14.3  ASSIGNMENT AND DELEGATION.

                  (a) Neither party may voluntarily assign all or any portion of
its rights, nor delegate its duties,  under this Agreement,  without the written
consent  of  the  other  party,  except  in  connection  with  (i)  a  mortgage,
hypothecation or pledge of a party's interest in this Agreement,  or (ii) merger
or sale of a substantial  portion of a party's  properties,  which consent shall
not be unreasonably  withheld or delayed. Any such assignment or delegation made
without such written  consent shall be null and void. The addition of additional
partners or investors to either party does not require consent  pursuant to this
Section  14.3.  For purposes of  financing,  each party  consents to the other's
assignment  to a lender or lenders of its right,  title,  interests,  powers and
benefits  under this  Agreement,  as security for a loan and the  obligations of
such party to such lender or lenders.

                  (b)  If  Bassett-Walker  or  its  permitted  successors  shall
transfer,  sell,  assign,  convey or  otherwise  dispose  of the site upon which
Bassett-Walker's  operations are located (the "Site"), such disposition shall be
subject to the express  condition that the  transferee,  assignee,  purchaser or
recipient of such  conveyance or  disposition  shall assume all  obligations  of
Bassett-Walker to be performed under this Agreement.

                  (c) The  assignor  shall be relieved of all further  liability
under this Agreement from and after the date of such transfer,  assignment, sale
or  conveyance  if the  transferee,  assignee,  purchaser  or  recipient of such
conveyance  shall  own the Site or  System,  as the case  may be,  and  shall be
successor to the obligations of the assignor.

            14.4  BINDING  EFFECT;   SUCCESSORS  AND  ASSIGNS.   The  terms  and
provisions of this Agreement and the respective rights and obligations hereunder
of Multitrade and Bassett-Walker shall be binding upon, and inure to the benefit
of, their respective permitted successors and assigns.

            14.5 INDEPENDENT  SELLER.  Multitrade shall perform  hereunder as an
independent seller and neither Multitrade nor Bassett-Walker  shall be deemed in
any way or for any purpose, by nature of this Agreement or otherwise, a partner,
joint venturer, agent, employer or employee of the other.

            14.6 CHOICE OF LAW. This Agreement and any dispute arising  herefrom
shall be  governed  and  interpreted  in  accordance  with  laws of the State of
Virginia as applied to contracts made and wholly performed within said state.

            14.7 SECTION  HEADINGS  AND  SUBHEADINGS.  All Section  headings and
subheadings  are  inserted  for  convenience  only  and  shall  not  affect  any
construction or interpretation of this Agreement.

            14.8 SEVERABILITY. In the event that any provision of this Agreement
becomes or is  declared  by a court of  competent  jurisdiction  to be  illegal,
unenforceable,  or void,  this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to either party.

<PAGE>

            14.9 NOTICE.  Except as otherwise  specifically provided for in this
Agreement,  all notices or other communications  required or permitted hereunder
will be in writing and deemed given (a) if delivered personally,  (b) if sent by
facsimile copy and receipt thereof is confirmed,  or (c) if (i) deposited in the
U.S. mail,  registered mail,  postage prepaid,  return receipt requested or (ii)
delivered to a nationally  recognized  express  mail  service  which  requires a
receipt from the recipient,  and, in either case, a receipt is obtained, and (d)
in any case addressed as follows:

            To Multitrade:              To Bassett-Walker:

            Mr. B. E. Brammer           Mr. Stephen M. Fritz
            President                   Vice President, Finance
            Multitrade Group, Inc.      Bassett-Walker, Inc.
            Post Office Box 717         Post Office Box 5423
            Ridgeway, VA 24148          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.


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.


                                       MULTITRADE GROUP, INC.



                                       By /s/ B.E. Brammer
                                          -------------------------------
                                          Its President


                                       BASSETT-WALKER, INC.



                                       By /s/ Stephen M. Fritz
                                          -------------------------------
                                          Its Vice President-Finance



<PAGE>



                                    EXHIBIT 4.2

                                PERMITTED ADDITIVES

To Boiler:  Nalco 1720                   Feedwater Oxygen Control
            Nalco No. 7200               Scale Control
            Caustic Soda Liquid          Silica Control

Steam Main: Nalco No. 354                To Condensate for pH Control


<PAGE>




                                    EXHIBIT 4.3

                         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 Bassett-Walker  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 Bassett-Walker (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  Bassett-Walker  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,  1984,  calibration  indicated  three percent  "plus" steam  reading.
Previous calibration accomplished in March, 1984.

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

STEP 2.      34,495,200      September 1984
             36,257,200      August 1984
             27,172,400      July 1984
             35,243,659      June 1984
             39,248,699      May 1984
             35,248,489      April 1984
             ----------
             207,665,647     Total Pounds


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



<PAGE>




STEP 4.      Average Price for Steam:
             $  5.40    September 1984
                5.49    August 1984
                5.55    July 1984
                5.47    June 1984
                5.37    May 1984
                5.43    April 1984
             -------
             $ 32.71    divided by 6 = $5.45 avg. price per 1000 Lbs.


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


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



<PAGE>


<TABLE>


                                                           EXHIBIT 5.2.
                                        BASSETT WALKER MONTHLY STEAM VOLUME DISCOUNT RATES
                                                           March 1. 1993

<CAPTION>

<S>                    <C>                <C>                <C>             <C>              <C>                  <C>
Annual Production      10,625,000         31,450,000         53,125,000      74,375,000        95,625,000         116,875,000

                          0                2,500,001          5,000,001       7,500,001        10,000,001          12,500,001
Gross Lbs. Steam         to                  to                  to            to                to                 to
Delivered Monthly       2,500,000          5,000,000          7,500,000      10,000,000        12,500,000          15,000,000
                        ---------          ---------          ---------      ----------        ----------          ----------

Fuel                         2.23               2.23               2.23            2.23              2.23                2.23
Fixed O&M                   49.23              16.63               9.85            7.03              5.47                4.48
Variable O&M                 0.54               0.54               0.54            0.54              0.54                0.54
Capacity                     0.35               0.35               0.35            0.35              0.35                0.35
                             ----               ----               ----            ----              ----                ----

Total Steam
Billing Rate               $52.35             $19.75             $12.97          $10.15             $8.59               $7.60
</TABLE>



Table (continued)
<TABLE>
<CAPTION>

<S>                    <C>                <C>                <C>                <C>                 <C>                <C>
Annual Production      138,125,000        159,375,000        180,625,000        201,875,000         223,125,000        244,375,000

                        15,000,001         17,500,001         20,000,001         22,500,001          25,000,001         27,500,001
Gross Lbs. Steam          to                 to                 to                 to                 to                  to
Delivered Monthly       17,500,000         20,000,000         22,500,000         25,000,000          27,500,000         30,000,000
                        ----------         ----------         ----------         ----------          ----------         ----------

Fuel                          2.23               2.23               2.23               2.23                2.23               2.23
Fixed O&M                     3.78               3.28               2.90               2.60                2.34               2.13
Variable O&M                  0.54               0.54               0.54               0.54                0.54               0.54
Capacity                      0.35               0.35               0.35               0.35                0.35               0.35
                              ----               ----               ----               ----                ----               ----

Total Steam
Billing Rate                 $6.90              $6.40              $6.02              $5.72               $5.46              $5.25

</TABLE>



==================== =================== ================== ==================
<TABLE>
<CAPTION>

<S>                    <C>                <C>                <C>                <C>                <C>                 <C>
Annual Production      265,625,000        286,875,000        308,125,000        329,375,000        350,625,000         367,526,000

                        30,000,001         32,500,001         35,000,001         37,500,001         40,000,001          42,500,001
Gross Lbs. Steam        to                  to                 to                 to                 to                 to
Delivered Monthly       32,500,000         35,000,000         37,500,000         40,000,000         42,500,000          45,000,000
                        ----------         ----------         ----------         ----------         ----------          ----------

Fuel                          2.23               2.23               2.23               2.23               2.23                2.23
Fixed O&M                     1.97               1.82               1.70               1.59               1.49                1.42
Variable O&M                  0.54               0.54               0.54               0.54               0.54                0.54
Capacity                      0.35               0.35               0.35               0.35               0.35                0.35
                              ----               ----               ----               ----               ----                ----


Total Steam
Billing Rate                 $5.09              $4.94              $4.82              $4.71              $4.61               $4.54
</TABLE>


Table (continued)

<TABLE>
<CAPTION>
<S>                    <C>                <C>                <C>                <C>                 <C>                <C>
Annual Production      393,125,000        414,375,000        435,625,000        456,875,000         478,125,000        499,375,000

                        45,000,001         47,500,001         50,000,001         52,500,001          55,000,001         57,500,001
Gross Lbs. Steam         to                 to                 to                 to                 to                  to
Delivered Monthly       47,500,000         50,000,000         52,500,000         55,000,000          57,500,000         60,000,000
                        ----------         ----------         ----------         ----------          ----------         ----------

Fuel                          2.23               2.23               2.23               2.23                2.23               2.23
Fixed O&M                     1.33               1.26               1.20               1.15                1.10               1.04
Variable O&M                  0.54               0.54               0.54               0.54                0.54               0.54
Capacity                      0.35               0.35               0.35               0.35                0.35               0.35
                              ----               ----               ----               ----                ----               ----

Total Steam
Billing Rate
                             $4.45              $4.38              $4.32              $4.27               $4.22              $4.17





CONDENSATE CREDIT:
   Thermal Value:       equal to the displaced fuel value - $2.23 per 1,200,000
                          BTUs in 1991 Dollars
   Liquid Value:        $1.00 per thousand gallons

MAKE-UP WATER CREDIT:
    Thermal Value:      equal to the displaced fuel value - $2.23 per 1,200,000
                          BTUs in 1991 Dollars
    Liquid Value:       $1.00 per thousand gallons

</TABLE>



<PAGE>




                                   EXHIBIT 5.3

                           SURVEY OF CURRENT BUSINESS

<TABLE>
<CAPTION>
------------------------------------------------------------- ----------------- ----------------------------------------------------

----------------------------------------
----------------------------------------
----------------------------------------                         Average                              1990
                                                              1989     1990     Jan.     Feb.     Mar.     Apr.     May      June
------------------------------------------------------------------------------------------------------------------------------------
                           COMMODITY PRICES
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>


                                                              -------- -------- -------- -------- -------- -------- -------- -------

                                                              -------- -------- -------- -------- -------- -------- -------- -------

                                                              -------- -------- -------- -------- -------- -------- -------- -------
                                                              -------- -------- -------- -------- -------- -------- -------- -------
                      PRODUCER PRICES
             (U.S. Department of Labor Indexes)
                                                              -------- -------- -------- -------- -------- -------- -------- -------

                                                              -------- -------- -------- -------- -------- -------- -------- -------
All commodities ---------------------  ------------  -----      112.2    116.3    114.9    114.4    114.2    114.1    114.6    114.3
                                                              -------- -------- -------- -------- -------- -------- -------- -------


</TABLE>

TABLE (CONTINUED)
<TABLE>
<CAPTION>


COMMODITY PRICES--Continued

PRODUCER PRICES
U.S. Department of Labor Indexes)--Continued

                                                                                                       1990
                                                                July    Aug.     Sept.    Oct.     Nov.     Dec.     _____
-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>          <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>

                                                                ------- -------- -------- -------- -------- -------- --------
All commodities ---------------------  ------------  -----       114.5    116.5    118.4    120.8    120.1    118.7
                                                                ------- -------- -------- -------- -------- -------- --------

</TABLE>



<PAGE>



                                    EXHIBIT 5.4

                                  SAMPLE INVOICE

                                                                November 1, 1991

Bassett Walker, Inc.
P.O. Box 5423
Martinsville, Virginia 24115

INVOICE NO: Sample

BILLING PERIOD:   10-01-91 thru 10-31-91

GROSS STEAM DELIVERED                                        40,000,001 Lbs
STEAM RATE (per thousand pounds)                                     $4.59
      Sub-Total                                                $183,600.00

THERMAL VALUE OF CONDENSATE CREDIT:
20,000,000 Lbs metered @ 200 F - 80 F ambient = 120 Btu/Lb
120 Btu/Lb x 20,000,000 Lbs = 2,400,000,000 Btu
2,400,000,000 Btu / 1,200,000 = 2,000
2,000 x $2.22 displaced fuel rate =                             ($4,440.00)

LIQUID VALUE OF CONDENSATE
20,000,000 Lbs metered / 8.00 Lbs/Gal = 2,500,000 Gal.
2,500,000 Gal. @ $1.00 per M.Gal =                              ($2,500.00)

LIQUID VALUE OF MAKE-UP WATER
20,000,000 Lbs metered / 8.33 Lbs/Gal = 2,400,960 Gal.
2,400,960 Gal. @ $1.00 per M.Gal =                              ($2,400.96)

THERMAL VALUE OF MAKE-UP WATER (if any)
20,000,000 Lbs metered @ 132 F - 80 F ambient = 52 Btu/Lb
52 Btu/Lb x 20,000,000 Lbs = 1,040,000,000 Btu
1,040,000,000 Btu / 1,200,000 = 867
867 x $2.22 Displaced Fuel Rate =                               ($1,924.74)

NET AMOUNT THIS REQUEST:                                       $172,334.30

TERMS:      Net Due November 15, 1991

NOTE:       The  conversion  factor of 8.00 lbs.  per gallon was used to convert
            pounds of  condensate  to gallons of  condensate.  8.00  Lbs/Gal was
            based on a condensate temperature of 210 degrees Fahrenheit.  In the
            event actual condensate  temperatures increase or decrease more than
            10% plus or minus the conversion factor will be adjusted to  reflect
            the actual temperature.

<PAGE>






                                    EXHIBIT 7.1

                               CONDENSATE PARAMETERS

         Parameter                                 Maximum Limit
----------------------------               ------------------------------

Total Hardness                                   1.0  parts per million
Sodium                                            .1  parts per million
Silica                                            .2  parts per million
Conductivity                                     100  micromos
Total Iron                                       .05  parts per million
Total Copper                                     .02  parts per million
Total Organic Carbon                              Non Detectable
Ph                                               6.5  - 8.0 Range


<PAGE>

                     [Letterhead of Multitrade Group, Inc.]

March 24, 1994

Mr. Danny Cole
Bassett Walker, Inc.
PO Box 5423

Martinsville, VA  24115

RE:  STEAM AGREEMENT RENEWAL
     MARCH 1, 1995 THRU FEBRUARY 28, 1996

******************************************************************************

Dear Danny:

Enclosed are the steam rates offered for the period  starting March 1, 1995 thru
February 28, 1996. All other provisions,  terms, and conditions contained in our
Steam Agreement dated January 15, 1992 will remain in effect.

Your  acceptance of this letter  agreement is a commitment,  on the part of both
parties,  to extend the term of the existing  Agreement  thru  February 28, 1996
except using the steam rates indicated on the attached rate schedule.

We appreciate  the business  relationship  which has been in existence  over the
past 11 years. I look forward to providing  future steam services to the Bassett
Walker organization.

Sincerely,



/s/ B. E. Brammer
---------------------------------
B. E. Brammer
President, Multitrade Group, Inc.

BEB:msm

Enclosure
<PAGE>

                      [Letterhead of Bassett Walker, Inc.]


                                                                  March 31, 1994

Mr. Ed Brammer

MULTITRADE GROUP, INC.
P. O. Box 717
Ridgeway, VA  24148

              RE:  STEAM CONTRACT MAR 95 - FEB 96

Dear Ed:

           Bassett-Walker  is in receipt of your  steam  rate  schedule  for the
period of March 1, 1995 thru  February  28,  1996.  The rate  schedule  has been
reviewed by the Facilities  Engineering  Department.  We understand  that M.T.G.
desires to not issue a new formal contract,  instead allowing acceptance of your
letter of March 24,  1994 and the steam rate  schedule  to serve as  contractual
commitment by both parties to extend our existing agreement.  Please accept this
letter as a formal  contractual  commitment  by  Bassett-Walker  to  extend  the
agreement through February 28, 1996.

           Bassett-Walker  looks forward to the excellent  service in the future
that has been experienced in the past from M.T.G., Inc.

                                                   Sincerely,


                                                   /s/ Stephen M. Fritz
                                                   --------------------------
                                                   Stephen M. Fritz
                                                   Vice President-Finance

SMF:jsm

cc:  George Clark
     VP Manufacturing

     Danny Cole
     Dir. Facilities Engineering
<PAGE>

1993 Index: 118.9
BASSET-WALKER, INC. STEAM RATES
Effective March 1, 1995 through February 28, 1996

<TABLE>
<CAPTION>
Annual Production          10,625,000  31,450,000  53,125,000  74,375,000  95,625,000 116,875,000 138,125,000 159,375,000

                               0        2,500,001   5,000,001   7,500,001  10,000,001  12,500,001  15,000,001  17,500,001
Gross Lbs. Steam               to           to          to         to          to          to          to          to
Delivered Monthly           2,500,000   5,000,000   7,500,000  10,000,000  12,500,000  15,000,000  17,500,000  20,000,000
                            ---------   ---------   ---------  ----------  ----------  ----------  ----------  ----------
<S>                        <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Fuel                          2.27         2.27        2.27       2.27        2.27        2.27        2.27        2.27
Fixed O&M                    49.95        16.87        9.99       7.13        5.55        4.54        3.84        3.33
Variable O&M                  0.55         0.55        0.55       0.55        0.55        0.55        0.55        0.55
Capacity                      0.35         0.35        0.35       0.35        0.35        0.35        0.35        0.35
                            ---------   ---------   ---------  ----------  ----------  ----------  ----------  ----------

Total Steam
Billing Rate                 $53.12      $20.04      $13.16     $10.30       $8.72       $7.71       $7.01       $6.50

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                        0.0190558   0.0190558   0.0190558   0.0190558   0.0190558   0.0190558   0.0190558   0.0190558
Fixed O&M                   0.4200858   0.1418884   0.0840343   0.0600000   0.0466953   0.0381974   0.0322747   0.0279828
Variable O&M                0.0046352   0.0046352   0.0046352   0.0046352   0.0046352   0.0046352   0.0046352   0.0046352
Capacity                      FIXED       FIXED       FIXED       FIXED       FIXED       FIXED       FIXED       FIXED
==========================================================================================================================
<CAPTION>
Annual Production         265,625,000 286,875,000 308,125,000 329,375,000 350,625,000 367,526,000 393,125,000 414,375,000

                           30,000,001  32,500,001  35,000,001  37,500,001  40,000,001  42,500,001  45,000,001  47,500,001
Gross Lbs. Steam               to           to          to        to           to          to          to          to
Delivered Monthly          32,500,000  35,000,000  37,500,000  40,000,000  42,500,000  45,000,000  47,500,000  50,000,000
                           ----------  ----------  ----------  ----------  ----------  ----------  ----------  ----------
<S>                        <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
Fuel                          2.27         2.27        2.27       2.27        2.27        2.27        2.27        2.27
Fixed O&M                     2.00         1.85        1.72       1.61        1.51        1.44        1.35        1.28
Variable O&M                  0.55         0.55        0.55       0.55        0.55        0.55        0.55        0.55
Capacity                      0.35         0.35        0.35       0.35        0.35        0.35        0.35        0.35
                              ----         ----        ----       ----        ----        ----        ----        ----

Total Steam
Billing Rate                 $5.17        $5.02       $4.89      $4.78       $4.68       $4.61       $4.52       $4.45

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                        0.0190558   0.0190558   0.0190558   0.0190558   0.0190558   0.0190558   0.0190558   0.0190558
Fixed O&M                   0.0168240   0.0155365   0.0145064   0.0135622   0.0127039   0.0121030   0.0113305   0.0107296
Variable O&M                0.0046352   0.0046352   0.0046352   0.0046352   0.0046352   0.0046352   0.0046352   0.0046352
Capacity                      FIXED       FIXED       FIXED       FIXED       FIXED       FIXED       FIXED       FIXED
==========================================================================================================================
</TABLE>

Annual Production          180,625,000 201,875,000 223,125,000 244,375,000

                            20,000,001  22,500,001  25,000,001  27,500,001
Gross Lbs. Steam                to          to          to          to
Delivered Monthly           22,500,000  25,000,000  27,500,000  30,000,000
                            ----------  ----------  ----------  ----------

Fuel                           2.27        2.27        2.27        2.27
Fixed O&M                      2.94        2.63        2.38        2.17
Variable O&M                   0.55        0.55        0.55        0.55
Capacity                       0.35        0.35        0.35        0.35
                            ----------  ----------  ----------  ----------

Total Steam
Billing Rate                  $6.11       $5.80       $5.95       $5.34

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                         0.0190558   0.0190558   0.0190558   0.0190558
Fixed O&M                    0.0247210   0.0221459   0.0200000   0.0182833
Variable O&M                 0.0046352   0.0046352   0.0046352   0.0046352
Capacity                       FIXED       FIXED       FIXED       FIXED
==========================================================================

Annual Production          435,625,000 456,875,000 478,125,000 499,375,000

                            50,000,001  52,500,001  55,000,001  57,500,001
Gross Lbs. Steam                to            to         to         to
Delivered Monthly           52,500,000  55,000,000  57,500,000  60,000,000
                            ----------  ----------  ----------  ----------

Fuel                           2.27        2.27        2.27        2.27
Fixed O&M                      1.21        1.16        1.11        1.06
Variable O&M                   0.55        0.55        0.55        0.55
Capacity                       0.35        0.35        0.35        0.35
                               ----        ----        ----        ----

Total Steam
Billing Rate                  $4.38       $4.33       $4.28       $4.23

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                         0.0190558   0.0190558   0.0190558   0.0190558
Fixed O&M                    0.0102146   0.0097854   0.0093562   0.0089270
Variable O&M                 0.0046352   0.0046352   0.0046352   0.0046352
Capacity                       FIXED       FIXED       FIXED       FIXED
==========================================================================

Condensate Credit:     Thermal Value: Equal to the displaced fuel value - $2.43
                                      per 1,200,000 BTUs in 1998 Dollars
                                      Liquid Value: $1.00 per thousand gallons
Make-up Water Credit:  Thermal Value: Equal to the displaced fuel value - $2.43
                                      per 1,200,000 BTUs in 1998 Dollars
                                      Liquid Value: $1.00 per thousand gallons

<PAGE>

                     [Letterhead of Multitrade Group, Inc.]

January 13, 1995

Mr. Danny Cole
Bassett Walker, Inc.
PO Box 5423
Martinsville, VA  24115

RE: Steam Rate March 1996 through February 1997

Dear Danny:

Enclosed are the proposed steam rates for the period commencing March 96 through
February 97. Rates would apply to our existing steam agreement dated January 15,
1992; all other terms and conditions would remain.

As we discussed,  the format of the  producers  price index has been changed and
escalation, using the method which was previously used, is no longer feasible. I
enclose  a  copy  of  November  1994  "Survey  of  Current  Business"  for  your
information.  Perhaps we should use the consumer  price index for future changes
(see page C-43).

Our  proposed  price  changes  are  approximately  1  1/2%  increase.  It  is my
understanding that the producer price index increased over 3% during 1994.

We appreciate your business and look forward to continuing to provide your steam
needs.

Sincerely,


/s/ B. Edward Brammer
---------------------
B. Edward Brammer
CEO-Chairman

BEB/esc

Enclosures
<PAGE>

                      [Letterhead of Bassett Walker, Inc.]

March 31, 1995

Mr. B. Edward Brammer
Multitrade Group, Inc.
P. O. Box 717
Ridgeway, VA  24148

      RE: Steam Contract March 1996 through February 1997


Dear Mr. Brammer:

           Bassett-Walker is in receipt of your proposed steam rate schedule for
the period of March 1, 1996 through  February,  1997. We understand  that M.T.G.
desires to not issue a new formal contract,  instead allowing acceptance of your
letter of January 13, 1995 and the steam rate schedule to serve as a contractual
commitment by both parties to extend our existing agreement.  Please accept this
letter as a formal  contractual  commitment  by  Bassett-Walker  to  extend  the
agreement through February 28, 1997.

           Bassett-Walker  looks forward to the excellent  service in the future
that has been experienced in the past from M.T.G.

                                               Sincerely,


                                               /s/ Robin H. Gehman
                                               ------------------------
                                               Robin H. Gehman
                                               Vice President-Finance

RHG:jsm

cc:  George Clark
     Danny Cole
<PAGE>

Effective March 1, 1996 through February 28, 1997

               BASSETT-WALKER MONTHLY STEAM VOLUME DISCOUNT RATES

                                JANUARY 13, 1995

<TABLE>
<CAPTION>
Annual Production    10,625,000    31,450,000    53,125,000    74,375,000    95,625,000   116,875,000   138,125,000   159,375,000

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

Gross Lbs. Steam              0     2,500,001     5,000,001     7,500,001    10,000,001    12,500,001    15,000,001    17,500,001
Delivered Monthly            to            to            to            to            to            to            to            to
                      2,500,000     5,000,000     7,500,000    10,000,000    12,500,000    15,000,000    17,500,000    20,000,000
                   ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                 <C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>
Fuel                       2.27          2.27          2.27          2.27          2.27          2.27          2.27          2.27
Fixed O&M                 51.76         17.49         10.35          7.39          5.75          4.71          3.98          3.45
Variable O&M               0.56          0.56          0.56          0.56          0.56          0.56          0.56          0.56
Capacity                   0.35          0.35          0.35          0.35          0.35          0.35          0.35          0.35
                   ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------

Total Steam
Billing Rate       $      54.94  $      20.67  $      13.53  $      10.57  $       8.93  $       7.89  $       7.16  $       6.63

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

Annual Production   265,625,000   286,875,000   308,125,000   329,375,000   350,625,000   371,875,000   393,125,000   414,375,000

                   ================================================================================================================
<CAPTION>
Gross Lbs. Steam     30,000,001    32,500,001    35,000,001    37,500,001    40,000,001    42,500,001    45,000,001    47,500,001
Delivered Monthly            to            to            to            to            to            to            to            to
                     32,500,000    35,000,000    37,500,000    40,000,000    42,500,000    45,000,000    47,500,000    50,000,000
                   ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                 <C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>
Fuel                       2.27          2.27          2.27          2.27          2.27          2.27          2.27          2.27
Fixed O&M                  2.07          1.92          1.78          1.67          1.57          1.48          1.40          1.33
Variable O&M               0.56          0.56          0.56          0.56          0.56          0.56          0.56          0.56
Capacity                   0.35          0.35          0.35          0.35          0.35          0.35          0.35          0.35
                   ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------

Total Steam
Billing Rate       $       5.25  $       5.10  $       4.96  $       4.85  $       4.75  $       4.66  $       4.58  $       4.51

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

Annual Production   180,625,000   201,875,000   223,125,000   244,375,000

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

Gross Lbs. Steam     20,000,001    22,500,001    25,000,001    27,500,001
Delivered Monthly            to            to            to            to
                     22,500,000    25,000,000    27,500,000    30,000,000
                   ------------  ------------  ------------  ------------

Fuel                       2.27          2.27          2.27          2.27
Fixed O&M                  3.04          2.72          2.46          2.25
Variable O&M               0.56          0.56          0.56          0.56
Capacity                   0.35          0.35          0.35          0.35
                   ------------  ------------  ------------  ------------

Total Steam
Billing Rate       $       6.22  $       5.90  $       5.64  $       5.43

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

Annual Production   435,625,000   456,875,000   478,125,000   499,375,000

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

Gross Lbs. Steam     50,000,001    52,500,001    55,000,001    57,500,001
Delivered Monthly            to            to            to            to
                     52,500,000    55,000,000    57,500,000    60,000,000
                   ------------  ------------  ------------  ------------

Fuel                       2.27          2.27          2.27          2.27
Fixed O&M                  1.26          1.20          1.15          1.10
Variable O&M               0.56          0.56          0.56          0.56
Capacity                   0.35          0.35          0.35          0.35
                   ------------  ------------  ------------  ------------

Total Steam
Billing Rate       $       4.44  $       4.38  $       4.33  $       4.28

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

CONDENSATE CREDIT:      Thermal Value: Equal to the displaced fuel value - $2.27
                                       per 1,200,000 BTUs in 1998 Dollars
                        Liquid Value:  $1.00 per thousand gallons
MAKE-UP WATER CREDIT:   Thermal Value: Equal to the displaced fuel value - $2.27
                                       per 1,200,000 BTUs in 1998 Dollars
                        Liquid Value:  $1.00 per thousand gallons
<PAGE>

                     [Letterhead of Multitrade Group, Inc.]

August 21, 1996

Mr. Danny Cole
Bassett Walker, Inc.
PO Box 5423
Martinsville, VA  24115

RE:  Steam Rates March 1997 through February 1998

Dear Danny:

Enclosed are the proposed steam rates which would apply to steam  purchased from
March 1, 1997 through February 1998. The fuel, fixed and variable O&M components
have been adjusted to conform with the Producer's Price Index,  1995 average for
all commodities.

All other terms and conditions, as spelled in the existing steam agreement dated
January 15,  1992,  will remain in full force and effect  during the term of any
extension.

We appreciate your business and look forward to continuing to provide your steam
needs.

Sincerely,


/s/ B. E. Brammer
-----------------
B. E. Brammer
Chairman and CEO
<PAGE>

                      [Letterhead of Bassett Walker, Inc.]

January 29, 1997

Mr. B. Edward Brammer
Multitrade Group, Inc.
P.O. Box 717
Ridgeway, VA  24148

            RE:  STEAM CONTRACT

Dear Mr. Brammer:

Bassett-Walker,  Inc. is in receipt of your proposed steam rate schedule for the
period of March 1, 1997 through  February,  1998. We understand  that Multitrade
Group desires to not issue a new formal contract, instead allowing acceptance of
your  letter  of  August  21,  1996 and the steam  rate  schedule  to serve as a
contractual commitment by both parties to extend our existing agreement.  Please
accept this  letter as a formal  contractual  commitment  by  Bassett-Walker  to
extend the agreement through February 28, 1998.

Bassett-Walker  looks  forward to the  excellent  service in the future that has
been experienced in the past from Multitrade Group.

Sincerely,


/s/ Peter Keene
---------------
Peter Keene
Vice President
Finance

pb

c: George Clark
   Danny Cole
<PAGE>

Effective March 1, 1997 through February 28, 1998
1995 Index: 125.8
Basset-Walker, Inc. Steam Rates

               BASSETT-WALKER MONTHLY STEAM VOLUME DISCOUNT RATES

                       RATE SHEET PRODUCED AUGUST 21, 1998

<TABLE>
<CAPTION>
Annual Production             10,625,000    31,450,000    53,125,000    74,375,000    95,625,000   116,875,000   138,125,000

Gross Lb. Steam                        0     2,500,001     5,000,001     7,500,001    10,000,001    12,500,001    15,000,001
Delivered Monthly                     to            to            to            to            to            to            to
                               2,500,000     5,000,000     7,500,000    10,000,000    12,500,000    15,000,000    17,500,000
                            ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>           <C>           <C>
Fuel                                2.40          2.40          2.40          2.40          2.40          2.40          2.40
Fixed O&M                          52.85         17.85         10.57          7.55          5.87          4.81          4.06
Variable O&M                        0.58          0.58          0.58          0.58          0.58          0.58          0.58
Capacity                            0.35          0.35          0.35          0.35          0.35          0.35          0.35
                            ------------  ------------  ------------  ------------  ------------  ------------  ------------

Total Steam
Billing Rate                $      56.18  $      21.18  $      13.90  $      10.88  $       9.20  $       8.14  $       7.39

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.4200858     0.1418884     0.0840343     0.0600000     0.0466953     0.0381974     0.0322747
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed         Fixed         Fixed
============================================================================================================================

Annual Production            265,625,000   286,875,000   308,125,000   329,375,000   350,625,000   371,875,000   393,125,000
<CAPTION>
Gross Lb. Steam               30,000,001    32,500,001    35,000,001    37,500,001    40,000,001    42,500,001    45,000,001
Delivered Monthly                     to            to            to            to            to            to            to
                              32,500,000    35,000,000    37,500,000    40,000,000    42,500,000    45,000,000    47,500,000
                            ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>           <C>           <C>
Fuel                                2.40          2.40          2.40          2.40          2.40          2.40          2.40
Fixed O&M                           2.12          1.95          1.82          1.71          1.60          1.52          1.43
Variable O&M                        0.58          0.58          0.58          0.58          0.58          0.58          0.58
Capacity                            0.35          0.35          0.35          0.35          0.35          0.35          0.35
                            ------------  ------------  ------------  ------------  ------------  ------------  ------------

Total Steam
Billing Rate                $       5.45  $       5.28  $       5.16  $       5.04  $       4.93  $       4.85  $       4.76

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.0168240     0.0155365     0.0145064     0.0135622     0.0127039     0.0121030     0.0113305
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed         Fixed         Fixed
============================================================================================================================

<CAPTION>
Annual Production              159,375,000   180,625,000   201,875,000   223,125,000   244,375,000

Gross Lb. Steam                 17,500,001    20,000,001    22,500,001    25,000,001    27,500,001
Delivered Monthly                       to            to            to            to            to
                                20,000,000    22,500,000    25,000,000    27,500,000    30,000,000
                              ------------  ------------  ------------  ------------  ------------
<S>                            <C>           <C>           <C>           <C>           <C>
Fuel                                  2.40          2.40          2.40          2.40          2.40
Fixed O&M                             3.52          3.11          2.79          2.52          2.30
Variable O&M                          0.58          0.58          0.58          0.58          0.58
Capacity                              0.35          0.35          0.35          0.35          0.35
                              ------------  ------------  ------------  ------------  ------------

Total Steam
Billing Rate                  $       6.85  $       6.44  $       6.12  $       5.85  $       5.63

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                             0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                        0.0279828     0.0247210     0.0221459     0.0200000     0.0182833
Variable O&M                     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                             Fixed         Fixed         Fixed         Fixed         Fixed
==================================================================================================

Annual Production              414,375,000   435,625,000   456,875,000   478,125,000   499,375,000
<CAPTION>
Gross Lb. Steam                 47,500,001    50,000,001    52,500,001    55,000,001    57,500,001
Delivered Monthly                       to            to            to            to            to
                                50,000,000    52,500,000    55,000,000    57,500,000    60,000,000
                              ------------  ------------  ------------  ------------  ------------
<S>                            <C>           <C>           <C>           <C>           <C>
Fuel                                  2.40          2.40          2.40          2.40          2.40
Fixed O&M                             1.35          1.28          1.23          1.18          1.12
Variable O&M                          0.58          0.58          0.58          0.58          0.58
Capacity                              0.35          0.35          0.35          0.35          0.35
                              ------------  ------------  ------------  ------------  ------------

Total Steam
Billing Rate                  $       4.68  $       4.62  $       4.56  $       4.51  $       4.45

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                             0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                        0.0107296     0.0102146     0.0097854     0.0093562     0.0089270
Variable O&M                     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                             Fixed         Fixed         Fixed         Fixed         Fixed
==================================================================================================
</TABLE>

CONDENSATE CREDIT:      Thermal Value: Equal to the displaced fuel value - $2.40
                                       per 1,200,000 BTUs in 1997 Dollars
                        Liquid Value:  $1.00 per thousand gallons

MAKE-UP WATER CREDIT:   Thermal Value: Equal to the displaced fuel value - $2.40
                                       per 1,200,000 BTUs in 1997 Dollars
                        Liquid Value:  $1.00 per thousand gallons
<PAGE>

                     [Letterhead of Multitrade Group, Inc.]


May 1, 1997

Mr. Danny Cole
Bassett Walker
Martinsville, VA  24112

RE:  Steam Rate Adjustment

Dear Danny:

Attached is the proposed steam rate schedule for steam  delivered  between March
1, 1998 and February 28, 1999.

The rates were changed based on the rate of change in the Producer's  Price "all
commodities"  index.  The index changed from 125.8 to 127.6 (1996 average).  The
change in the index means an approximate 1.4% increase in steam pricing.

Request the rates on the attached sheet be approved for steam  delivered  during
the time period indicated.

I appreciate the opportunity to serve you and the Bassett-Walker organization. I
hope the attached rates meet your early approval.

Sincerely,


/s/ B. E. Brammer
-----------------
B. E. Brammer
CEO
<PAGE>

                      [Letterhead of Bassett Walker, Inc.]

May 12, 1997

Mr. B. Edward Brammer
Multitrade Group, Inc.
P.O. Box 717
Ridgeway, VA 24148

Re: Steam Contract

Dear Mr. Brammer:

Basset-Walker,  Inc. is in receipt of your proposed  steam rate schedule for the
period of March 1, 1998 through February 28, 1999. We understand that Multitrade
Group desires to not issue a new formal contract, instead allowing acceptance of
your letter of May 1, 1997 and the steam rate schedule to serve as a contractual
commitment by Bassett-Walker,  Inc, to extend the agreement through February 28,
1999.

Bassett-Walker,  Inc. looks forward to the excellent  service in the future that
has been experienced in the past from Multitrade Group, Inc.

Sincerely,


/s/ George Clark
----------------
George Clark
Vice President
Manufacturing


cc: Peter Keene
    Danny Cole
<PAGE>

Effective March 1, 1998 through February 28, 1999
1996 Index: 127.6
Basset-Walker, Inc. Steam Rates

               BASSETT-WALKER MONTHLY STEAM VOLUME DISCOUNT RATES

                         RATE SHEET PRODUCED MAY 1, 1997


<TABLE>
<CAPTION>
Annual Production             10,625,000    31,450,000    53,125,000    74,375,000    95,625,000   116,875,000   138,125,000

Gross Lbs. Steam                       0     2,500,001     5,000,001     7,500,001    10,000,001    12,500,001    15,000,001
Delivered Monthly                     to            to            to            to            to            to            to
                               2,500,000     5,000,000     7,500,000    10,000,000    12,500,000    15,000,000    17,500,000
                            ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>           <C>           <C>
Fuel                                2.43          2.43          2.43          2.43          2.43          2.43          2.43
Fixed O&M                          53.60         18.10         10.72          7.66          5.96          4.87          4.12
Variable O&M                        0.59          0.59          0.59          0.59          0.59          0.59          0.59
Capacity                            0.35          0.35          0.35          0.35          0.35          0.35          0.35
                            ------------  ------------  ------------  ------------  ------------  ------------  ------------

Total Steam
Billing Rate                $      56.98  $      21.48  $      14.10  $      11.03  $       9.33  $       8.25  $       7.49

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.4200858     0.1418884     0.0840343     0.0600000     0.0466953     0.0381974     0.0322747
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed         Fixed         Fixed
==============================================================================================================================

Annual Production            265,625,000   286,875,000   308,125,000   329,375,000   350,625,000   371,875,000   393,125,000
<CAPTION>
Gross Lbs. Steam              30,000,001    32,500,001    35,000,001    37,500,001    40,000,001    42,500,001    45,000,001
Delivered Monthly                     to            to            to            to            to            to            to
                              32,500,000    35,000,000    37,500,000    40,000,000    42,500,000    45,000,000    47,500,000
                            ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>           <C>           <C>
Fuel                                2.43          2.43          2.43          2.43          2.43          2.43          2.43
Fixed O&M                           2.15          1.98          1.85          1.73          1.62          1.54          1.54
Variable O&M                        0.59          0.59          0.59          0.59          0.59          0.59          0.59
Capacity                            0.35          0.35          0.35          0.35          0.35          0.35          0.35
                            ------------  ------------  ------------  ------------  ------------  ------------  ------------

Total Steam
Billing Rate                $       5.52  $       5.36  $       5.22  $       5.10  $       4.99  $       4.92  $       4.82

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.0168240     0.0155365     0.0145064     0.0135622     0.0127039     0.0121030     0.0113305
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed         Fixed         Fixed
==============================================================================================================================

<CAPTION>
Annual Production            159,375,000   180,625,000   201,875,000   223,125,000   244,375,000

Gross Lbs. Steam              17,500,001    20,000,001    22,500,001    25,000,001    27,500,001
Delivered Monthly                     to            to            to            to            to
                              20,000,000    22,500,000    25,000,000    27,500,000    30,000,000
                            ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>
Fuel                                2.43          2.43          2.43          2.43          2.43
Fixed O&M                           3.57          3.15          2.83          2.55          2.33
Variable O&M                        0.59          0.59          0.59          0.59          0.59
Capacity                            0.35          0.35          0.35          0.35          0.35
                            ------------  ------------  ------------  ------------  ------------

Total Steam
Billing Rate                $       6.94  $       6.53  $       6.20  $       5.92  $       5.71

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.0279828     0.0247210     0.0221459     0.0200000     0.0162333
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed
================================================================================================

Annual Production            414,375,000   435,625,000   456,875,000   478,125,000   499,375,000
<CAPTION>
Gross Lbs. Steam              47,500,001    50,000,001    52,500,001    55,000,001    57,500,001
Delivered Monthly                     to            to            to            to            to
                              50,000,000    52,500,000    55,000,000    57,500,000    60,000,000
                            ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>
Fuel                                2.43          2.43          2.43          2.43          2.43
Fixed O&M                           1.37          1.30          1.25          1.19          1.14
Variable O&M                        0.59          0.59          0.59          0.59          0.59
Capacity                            0.35          0.35          0.35          0.35          0.35
                            ------------  ------------  ------------  ------------  ------------

Total Steam
Billing Rate                $       4.74  $       4.68  $       4.62  $       4.57  $       4.51

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.0107296     0.0102146     0.0097854     0.0093562     0.0089270
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed
================================================================================================
</TABLE>

Condensate Credit:      Thermal Value: Equal to the displaced fuel value - $2.43
                                       per 1,200,000 BTUs in 1998 Dollars
                        Liquid Value:  $1.00 per thousand gallons
Make-up Water Credit:   Thermal Value: Equal to the displaced fuel value - $2.43
                                       per 1,200,000 BTUs in 1998 Dollars
                        Liquid Value:  $1.00 per thousand gallons

<PAGE>

                     [Letterhead of Multitrade Group, Inc.]

March 11, 1998

Mr. Danny Cole
VF Knitware, Inc.
Martinsville, VA  24112

RE:  Steam Rate Adjustment

Dear Danny:

Attached is the proposed steam rate schedule for steam  delivered  between March
1, 1999 and February 28, 2000.

There is NO change in the actual  steam  rate.  The  Producers  Price Index "All
Commodities Index" remained at 127.6 (see the attached copy).

Request the rates on the attached sheet be approved for steam  delivered  during
the time period indicated.

I will also prepare an  amendment to the steam  agreement  that  formalizes  and
binds both parties to the terms and conditions. This is necessary in view of the
name change to VF Knitware, Inc.

Sincerely,



/s/ B. E. Brammer
-----------------
B. E. Brammer
CEO
<PAGE>

           [Letterhead of VF Knitwear (formerly Bassett Walker, Inc.)]

March 13, 1998



Mr. B. Edward Brammer
Multitrade Group, Inc.
P.O. Box 717
Ridgeway, VA 24148

RE: Steam Contract
    March 1, 1999 - February 28, 2000

Dear Mr. Brammer:

     VF Knitwear,  Inc. is in receipt of your  proposed  steam rate schedule for
the period of March 1, 1999 through February 28, 2000. VF Knitwear,  Inc. agrees
to the steam rate schedule as submitted.

     VF Knitwear, Inc. looks forward to the excellent service in the future that
has been experienced in the past from Multitrade Group.

                                           Sincerely,



                                           /s/ George Clark
                                           ----------------
                                           George Clark
                                           Vice President
                                           Manufacturing

cc: Danny Cole
<PAGE>

Effective March 1, 1999 through February 28, 2000
1997 Index: 127.6
Basset-Walker, Inc. Steam Rates

                       BASSETT-WALKER MONTHLY STEAM VOLUME DISCOUNT RATES

                               RATE SHEET PRODUCED MARCH 11, 1998

<TABLE>
<CAPTION>
Annual Production             10,625,000    31,450,000    53,125,000    74,375,000    95,625,000   116,875,000   138,125,000

                                       0     2,500,001     5,000,001     7,500,001    10,000,001    12,500,001    15,000,001
Gross Lbs. Steam                      to            to            to            to            to            to            to
Delivered Monthly              2,500,000     5,000,000     7,500,000    10,000,000    12,500,000    15,000,000    17,500,000
                            ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>           <C>           <C>
Fuel                                2.43          2.43          2.43          2.43          2.43          2.43          2.43
Fixed O&M                          53.60         18.10         10.72          7.66          5.96          4.87          4.12
Variable O&M                        0.59          0.59          0.59          0.59          0.59          0.59          0.59
Capacity                            0.35          0.35          0.35          0.35          0.35          0.35          0.35

Total Steam
Billing Rate                $      56.98  $      21.48  $      14.10  $      11.03  $       9.33  $       8.25  $       7.49

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.4200858     0.1418884     0.0840343     0.0600000     0.0466953     0.0381974     0.0322747
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed         Fixed         Fixed
==============================================================================================================================

Annual Production            265,625,000   286,875,000   308,125,000   329,375,000   350,625,000   371,875,000   393,125,000
<CAPTION>
Gross Lbs. Steam              30,000,001    32,500,001    35,000,001    37,500,001    40,000,001    42,500,001    45,000,001
Delivered Monthly                     to            to            to            to            to            to            to
                              32,500,000    35,000,000    37,500,000    40,000,000    42,500,000    45,000,000    47,500,000
                            ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>           <C>           <C>
Fuel                                2.43          2.43          2.43          2.43          2.43          2.43          2.43
Fixed O&M                           2.15          1.98          1.85          1.73          1.62          1.54          1.54
Variable O&M                        0.59          0.59          0.59          0.59          0.59          0.59          0.59
Capacity                            0.35          0.35          0.35          0.35          0.35          0.35          0.35
                            ------------  ------------  ------------  ------------  ------------  ------------  ------------

Total Steam
Billing Rate                $       5.52  $       5.36  $       5.22  $       5.10  $       4.99  $       4.92  $       4.82

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.0168240     0.0155365     0.0145064     0.0135622     0.0127039     0.0121030     0.0113305
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed         Fixed         Fixed
==============================================================================================================================

<CAPTION>
Annual Production            159,375,000   180,625,000   201,875,000   223,125,000   244,375,000

                              17,500,001    20,000,001    22,500,001    25,000,001    27,500,001
Gross Lbs. Steam                      to            to            to            to            to
Delivered Monthly             20,000,000    22,500,000    25,000,000    27,500,000    30,000,000
                            ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>
Fuel                                2.43          2.43          2.43          2.43          2.43
Fixed O&M                           3.57          3.15          2.83          2.55          2.33
Variable O&M                        0.59          0.59          0.59          0.59          0.59
Capacity                            0.35          0.35          0.35          0.35          0.35

Total Steam
Billing Rate                $       6.94  $       6.53  $       6.20  $       5.92  $       5.71

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.0279828     0.0247210     0.0221459     0.0200000     0.0182833
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed
================================================================================================

Annual Production            414,375,000   435,625,000   456,875,000   478,125,000   499,375,000
<CAPTION>
Gross Lbs. Steam              47,500,001    50,000,001    52,500,001    55,000,001    57,500,001
Delivered Monthly                     to            to            to            to            to
                              50,000,000    52,500,000    55,000,000    57,500,000    60,000,000
                            ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>
Fuel                                2.43          2.43          2.43          2.43          2.43
Fixed O&M                           1.37          1.30          1.25          1.19          1.14
Variable O&M                        0.59          0.59          0.59          0.59          0.59
Capacity                            0.35          0.35          0.35          0.35          0.35
                            ------------  ------------  ------------  ------------  ------------

Total Steam
Billing Rate                $       4.74  $       4.68  $       4.62  $       4.57  $       4.51

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.0107296     0.0102146     0.0097854     0.0093562     0.0089270
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed
================================================================================================
</TABLE>

Condensate Credit:      Thermal Value: Equal to the displaced fuel value - $2.43
                                       per 1,200,000 BTUs in 1998 Dollars
                                       Liquid Value: $1.00 per thousand gallons
Make-up Water Credit:   Thermal Value: Equal to the displaced fuel value - $2.43
                                       per 1,200,000 BTUs in 1998 Dollars
                                       Liquid Value: $1.00 per thousand gallons

<PAGE>

                     [Letterhead of Multitrade Group, Inc.]


February 25, 1999

Mr. Danny Cole
VF Knitwear, Inc.
P.O. Box 5423
Martinsville, VA  24114

RE: Steam Rate Adjustment

Dear Danny:

Please  find  enclosed a rate  sheet for steam  sales for the period of March 1,
2000 through  February 2001. The rates have been reduced in accordance  with the
Producer's  Price Index -- All  Commodities for 1998 as required in Section 5.3b
and 5.3c in the Steam Agreement  dated March 1, 1993. The condensate  credit was
changed to the fuel component rate in accordance with Section 7.3.

As allowed in Section 13 in the Steam  Agreement,  Multitrade  requests that the
acceptance  of  the  rate  schedule  and  this  letter  serve  as a  contractual
commitment by both parties to extend the agreement through February 2001.

Multitrade looks forward to providing your steam energy needs!

Sincerely,




-----------------------------------
John M. Helton
Vice President Virginia Operations
<PAGE>

           [Letterhead of VF Knitwear (formerly Bassett Walker, Inc.)]


February 26, 1999


Mr. John M. Helton
Multitrade Group, Inc.
P.O. Box 717
Ridgeway, VA 24148

RE: Steam Contract: March 1, 2000 - February 28, 2001


Dear Mr. Helton:

     VF Knitwear,  Inc. has received your  proposed  steam rate schedule for the
period of March 1, 2000 through February 28, 2001. VF Knitwear, Inc. accepts the
rate schedule and will continue our contract for the covered period.

     VF Knitwear, Inc. looks forward to the excellent service in the future that
has been experienced in the past from Multitrade Group.

                                          Sincerely,



                                          /s/ Wayne Hill
                                          --------------------------
                                          Wayne Hill
                                          V.P. Textile Manufacturing

cc: Bob Howard
    Dan Templin
    Danny Cole
<PAGE>

Effective March 1, 2000 through February 28, 2001
1998 Index:  124.4
Basset-Walker, Inc. Steam Rates

                 VF KNITWEAR MONTHLY STEAM VOLUME DISCOUNT RATES
                   STEAM PURCHASED FROM KTI ENERGY OF VIRGINIA
                     RATE SHEET (PRODUCED FEBRUARY 24, 1999)

<TABLE>
<CAPTION>
Annual Production             10,625,000    31,450,000    53,125,000    74,375,000    95,625,000   116,875,000   138,125,000

                                       0     2,500,001     5,000,001     7,500,001    10,000,001    12,500,001    15,000,001
Gross Lbs. Steam                      to            to            to            to            to            to            to
Delivered Monthly              2,500,000     5,000,000     7,500,000    10,000,000    12,500,000    15,000,000    17,500,000
                            ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>           <C>           <C>
Fuel                                2.37          2.37          2.37          2.37          2.37          2.37          2.37
Fixed O&M                          52.26         17.65         10.45          7.46          5.81          4.75          4.01
Variable O&M                        0.58          0.58          0.58          0.58          0.58          0.58          0.58
Capacity                            0.35          0.35          0.35          0.35          0.35          0.35          0.35

Total Steam
Billing Rate                $      55.56  $      20.95  $      13.75  $      10.76  $       9.11  $       8.05  $       7.31

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.4200858     0.1418884     0.0840343     0.0600000     0.0466953     0.0381974     0.0322747
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed         Fixed         Fixed
==============================================================================================================================

Annual Production            265,625,000   286,875,000   308,125,000   329,375,000   350,625,000   371,875,000   393,125,000

<CAPTION>
Gross Lbs. Steam              30,000,001    32,500,001    35,000,001    37,500,001    40,000,001    42,500,001    45,000,001
Delivered Monthly                     to            to            to            to            to            to            to
                              32,500,000    35,000,000    37,500,000    40,000,000    42,500,000    45,000,000    47,500,000
                            ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>           <C>           <C>
Fuel                                2.37          2.37          2.37          2.37          2.37          2.37          2.37
Fixed O&M                           2.09          1.93          1.80          1.69          1.58          1.51          1.41
Variable O&M                        0.58          0.58          0.58          0.58          0.58          0.58          0.58
Capacity                            0.35          0.35          0.35          0.35          0.35          0.35          0.35

Total Steam
Billing Rate                $       5.39  $       5.23  $       5.10  $       4.98  $       4.88  $       4.81  $       4.71

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.0168240     0.0155365     0.0145064     0.0135622     0.0127039     0.0121030     0.0113305
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed         Fixed         Fixed
==============================================================================================================================

<CAPTION>
Annual Production            159,375,000   180,625,000   201,875,000   223,125,000   244,375,000

                              17,500,001    20,000,001    22,500,001    25,000,001    27,500,001
Gross Lbs. Steam                      to            to            to            to            to
Delivered Monthly             20,000,000    22,500,000    25,000,000    27,500,000    30,000,000
                            ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>
Fuel                                2.37          2.37          2.37          2.37          2.37
Fixed O&M                           3.48          3.08          2.75          2.49          2.27
Variable O&M                        0.58          0.58          0.58          0.58          0.58
Capacity                            0.35          0.35          0.35          0.35          0.35

Total Steam
Billing Rate                $       6.78   $      6.37  $       6.05  $       5.79  $       5.57

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.0279828     0.0247210     0.0221459     0.0200000     0.0182833
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed
================================================================================================

Annual Production            414,375,000   435,625,000   456,875,000   478,125,000   499,375,000
<CAPTION>
Gross Lbs. Steam              47,500,001    50,000,001    52,500,001    55,000,001    57,500,001
Delivered Monthly                     to            to            to            to            to
                              50,000,000    52,500,000    55,000,000    57,500,000    60,000,000
                            ------------  ------------  ------------  ------------  ------------
<S>                          <C>           <C>           <C>           <C>           <C>
Fuel                                2.37          2.37          2.37          2.37          2.37
Fixed O&M                           1.33          1.27          1.22          1.16          1.11
Variable O&M                        0.58          0.58          0.58          0.58          0.58
Capacity                            0.35          0.35          0.35          0.35          0.35

Total Steam
Billing Rate                $       4.63  $       4.57  $       4.51  $       4.46  $       4.41

CALCULATION OF MULTIPLIERS
--------------------------

Fuel                           0.0190558     0.0190558     0.0190558     0.0190558     0.0190558
Fixed O&M                      0.0107296     0.0102146     0.0097854     0.0093562     0.0089270
Variable O&M                   0.0046352     0.0046352     0.0046352     0.0046352     0.0046352
Capacity                           Fixed         Fixed         Fixed         Fixed         Fixed
================================================================================================
</TABLE>

Condensate Credit:      Thermal Value: Equal to the displaced fuel value - $2.37
                                       per 1,200,000 BTUs
                        Liquid Value:  $1.00 per thousand gallons
Make-up Water Credit:   Thermal Value: Equal to the displaced fuel value - $2.37
                                       per 1,200,000 BTUs
                        Liquid Value:  $1.00 per thousand gallons

Accepted and Approved:
                              /s/ Wayne Hill
                      ------------------------------------
                              V.F. Knitwear, Inc.


                          /s/ John M. Helton
                      ------------------------------------
                          KTI Energy of Virginia, Inc.

