
<PAGE>


                                  EXHIBIT  10.39



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                      STEAM SUPPLY AND OPERATING AGREEMENT




                                     between




                             MULTITRADE GROUP, INC.,
                             as Seller and Operator




                                       and




                          E.I. DUPONT DE NEMOURS & CO.
                               as Buyer and Owner




                             Dated February 11, 1998



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                                TABLE OF CONTENTS

                                                                            PAGE

SECTION 1.  DEFINITIONS......................................................1

SECTION 2.  TERM; INITIAL DELIVERY DATE; TERMINATION GENERALLY;
            DUPONT OPTION....................................................4

SECTION 3.  PURCHASE AND SALE OF STEAM ENERGY................................4

SECTION 4.  METERING; INSPECTIONS; QUALITY CONTROL...........................5

SECTION 5.  EXISTING EQUIPMENT...............................................6

SECTION 6.  CONDITIONS TO MULTITRADE'S OBLIGATIONS...........................7

SECTION 7.  OTHER COVENANTS..................................................8

SECTION 8.  PAYMENT RATES AND TERMS..........................................9

SECTION 9.  INTERRUPTION OF SERVICE OR OPERATIONS; FORCE MAJEURE.............9

SECTION 10. INDEMNIFICATION AND lIMITATIONS OF LIABILITY....................10

SECTION 11. INSURANCE.......................................................11

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

SECTION 13. RENEWAL; TERMINATION............................................12

SECTION 14. MISCELLANEOUS...................................................15


EXHIBITS

      Exhibit 4.1  - Steam Meter and System Interconnection Points Locations
      Exhibit 4.2  - Malfunction Period Steam Calculation
      Exhibit 6.6  - Condensate Return Parameters
      Exhibit 13.3 - Termination Payment Schedule



<PAGE>




            STEAM SUPPLY and OPERATING AGREEMENT,  dated February 11, 1998 (this
"Agreement")   between   MULTITRADE   GROUP,   INC.,   a  Virginia   corporation
("Multitrade")  and  E.I.  DUPONT  DE  NEMOURS  & CO.,  a  Delaware  corporation
("DuPont").


                              W I T N E S S E T H:


            WHEREAS,  Multitrade  wishes to  provide  steam to,  and to  perform
certain other Multitrade Services for, DuPont at its Martinsville Plant facility
in Henry County, Virginia; and


            WHEREAS,  DuPont wishes to have Multitrade  provide and perform such
Multitrade Services at its Martinsville Plant facility, as specified herein;


            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:

                                    AGREEMENT


      SECTION 1.    DEFINITIONS.

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

            "AAA" has the meaning assigned thereto in Section 12.1(a).

            "Agreement"  has the  meaning  assigned  to such term in the first
paragraph hereof.

            "Air Permit" means the air permit necessary for the operation of the
System on the terms provided  herein issued to Multitrade on January 16, 1998 by
the State of Virginia Department of Environmental Quality.

            "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
(including without limitation any Environmental Laws), which is applicable to or
affects the ownership,  operation, testing,  maintenance,  leasing or use of the
System, the Existing  Equipment,  the Martinsville Plant, the System Site or the
Martinsville Plant Site.

            "Dedicated  Capacity"  has the  meaning  assigned  to  such  term in
Section 3.2 of this Agreement.

            "DuPont" has the meaning assigned in the first paragraph hereof.

            "Environmental Law" means all federal,  state and local laws, rules,
regulations, directives, decrees, ordinances, codes, rules, orders, approvals of
governmental authorities,  licenses or standards,  including without limitation,
the Comprehensive Environmental Response



<PAGE>

Compensation  and  Liability Act of 1980 (42 U.S.C.  Section 9601 et seq.),  the
Resource  Conservation  and  Recovery  Act (42  U.S.C.  Section  6901 et  seq.),
relating to pollution or protection of human safety,  health or the  environment
(including  without  limitation,  ambient air, surface water,  ground water land
surface  or  subsurface  strata),   including,   without  limitation,  laws  and
regulations relating to emissions,  discharges,  releases or threatened releases
of hazardous substances,  or otherwise relating to the manufacture,  processing,
refining,   distribution,   use,  management,   treatment,   storage,  disposal,
transport, recycling, reporting or handling of hazardous substances.

            "Event of Force Majeure" means any event which is beyond the control
of a party. An Event of Force Majeure shall include,  but not be limited to, any
of the  following:  (1) act of god, war or the public enemy whether  declared or
not; (2) public disorders, civil disturbance, insurrection, rebellion, sabotage,
terrorism or the threat of such acts,  riots,  violent  demonstrations;  (3) any
effect  of  unusual  natural  elements,  including  fire,  earthquakes,  floods,
lightning,  hurricanes,  or other unusual  natural  calamities;  (4)  explosion,
accident or fire;  (5) strikes or lock-outs or other  collective  or  industrial
action by workers or employees; (6) the issuance, absence,  suspension,  repeal,
amendment,  modification,   supplement,  termination,  interruption,  denial  or
failure of renewal of any permit; provided that any such event is not due to the
negligence  of the party  seeking  the  permit in  failing  to file a timely and
complete  application  therefor;  (7)  radioactive   contamination  or  ionizing
radiation;  (8)  aircrash,  shipwreck,  train  wrecks or  failures  or delays of
transportation;  (9) the  existence of Hazardous  Waste at either or both of the
Sites; and (10) orders or judgments of any governmental,  regulatory or judicial
authority.

            "Existing Equipment" means,  collectively,  one steam turbine driven
chilled  water   refrigeration   machine,   one  spare  steam   turbine   driven
refrigeration  machine with  associated  chilled water pumps and spare,  and raw
water condensing system,  one raw water pump and spare, raw water/chilled  water
heat exchanger and one air compressor  rated at 1,970 CPM at 100 psi (for normal
operation)  and one spare  compressor,  each owned by DuPont and  located in the
Martinsville Plant.

            "Fixed Capacity  Component" means $37,500.00  for each  Month during
the Term.

            "Ground  Lease" means the Ground  Lease dated of even date  herewith
between the parties hereto  pursuant to which DuPont shall lease the System Site
to Multitrade and provide access to the Martinsville Plant to Multitrade for the
purposes provided herein.

            "Hazardous  Materials"  means any chemicals  that have the potential
for adverse impact on human health or the environment, pollutants, contaminants,
wastes, toxic substances,  petroleum and petroleum products,  including, without
limitation,  "hazardous substances," "hazardous wastes," "toxic substances," and
"toxic pollutants," as defined and identified pursuant to any Environmental Law.

            "Initial Delivery Date" means June 1, 1998.

            "Initial Term" has the meaning assigned thereto in Section 2.1.



                                      -2-
<PAGE>

            "Martinsville   Plant"  means  the   manufacturing   and   warehouse
facilities  used for  spinnerette  manufacturing  owned by DuPont located at One
DuPont Road, Martinsville, Henry County, Virginia 24115.

            "Martinsville   Plant   Site"   means   the  site  on  which   the
Martinsville Plant is located.

            "Month" means a calendar month.

            "Multitrade"  has the  meaning  assigned  in the  first  paragraph
hereof

            "Multitrade Services" means, collectively,  the Steam Services and
the Operating Services.

            "Operating  Services" means the operating services to be provided by
Multitrade pursuant to Section 5 hereof.

            "PSIG" means pounds per square inch gauge.

            "Point of Delivery" means the discharge side of the Steam Meter.

            "Sites" means,  collectively,  the Martinsville Plant Site and the
System Site.

            "Standard  Practices"  means  practices  and  standards,  as changed
during the term of this Agreement,  that are generally accepted to test, operate
and maintain equipment such as the Existing Equipment safely and efficiently and
that  conform  to  the  manufacturer's   reasonable  operation  and  maintenance
guidelines  but, in any event,  practices and standards  that are not materially
different  from  DuPont's  practices  and  standards  for the  operation  of the
Existing  Equipment  on the date hereof (as provided to  Multitrade  pursuant to
Section 6.7).

            "Steam Meter" has the meaning assigned in Section 4.1 hereof.

            "Steam  Services"  means the  services to be provided by  Multitrade
pursuant to Sections 3 and 4 hereof.

            "System" means a steam  production  facility and steam  distribution
system, to be constructed, owned and operated by Multitrade and to be located in
Henry County, Virginia, to provide the Steam Services to the Martinsville Plant,
as provided and on the terms contemplated by this Agreement.

            "System Site" means the site on which the System is to be located.

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

            "Term" has the meaning assigned in Section 2.1.

            "Termination Payment" means, for any date of termination, the amount
set forth opposite such date in Exhibit 13.3.



                                      -3-
<PAGE>

            "Variable O&M Component" mean $0.73 per one thousand  (1,000) pounds
of steam delivered to DuPont as provided in this Agreement.


      SECTION 2.    TERM; INITIAL DELIVERY DATE; TERMINATION GENERALLY;
                    DUPONT OPTION

            2.1 TERM. This Agreement shall be in effect for the Term, subject to
Sections  2.3 and 13 hereof.  For purposes of this  Agreement,  "Term" means the
period  commencing  on the  date of  this  Agreement  and  ending  May 30,  2003
("Initial  Term"),  together with any  additional  extensions of this  Agreement
after the Initial Term to which both parties may agree pursuant to Section 13.1.

            2.2 INITIAL  DELIVERY DATE.  Subject to the terms of this Agreement,
the  Multitrade  Services to be provided by  Multitrade  under the terms of this
Agreement shall commence on the Initial Delivery Date and shall run continuously
from such date during the Term, unless this Agreement shall have been terminated
at an earlier date pursuant to the terms hereof.

            2.3   TERMINATION GENERALLY; DUPONT OPTION.

            (a)   DuPont  may  terminate  this  Agreement,  at any time  with or
                  without   cause,   on  sixty  (60)  days'  written  notice  to
                  Multitrade,  on the termination  date specified in such notice
                  (such  date to be the last day of a month and to be no earlier
                  than the first day following  such 60 day notice  period).  In
                  the  event  of  a  termination   under  this  Section  2.3(a),
                  Multitrade  may   discontinue   provision  of  the  Multitrade
                  Services  hereunder  and DuPont  shall only be required  pay a
                  Termination Payment as provided in Section 13.3.

            (b)   In  addition  to  Section   2.3(a),   this  Agreement  may  be
                  terminated  as  provided  and with  the  effect  specified  In
                  Section 13.2.


      SECTION 3.    PURCHASE AND SALE OF STEAM ENERGY

            3.1  PURCHASE  AND  SALE  OBLIGATIONS.  Subject  to the term of this
Agreement,  DuPont agrees to purchase and pay for, and Multitrade agrees to sell
to DuPont,  steam energy  generated  by the System  during the Term in an amount
equal  to  one  hundred  (100)  percent  of  the  steam   requirements  for  the
Martinsville Plant; provided, however, that Multitrade shall not be obligated to
sell to DuPont steam in excess of the Dedicated Capacity. The cost to DuPont for
the Steam  Services  shall be calculated  in  accordance  with Section B hereof.
Title to and risk of loss of all such steam  provided  by  Multitrade  to DuPont
hereunder shall pass from Multitrade to DuPont at the Point of Delivery.

            3.2  DEDICATED  CAPACITY.  Subject to Sections 6 and 9 and the other
terms hereof,  during the Term  Multitrade  will make available to DuPont at the
Point of Delivery on a daily  24-hour  basis at least 40,000  pounds per hour of
dry  saturated  steam at pressures to be specified by DuPont up to 150 PSIG (the
"Dedicated Capacity").



                                      -4-
<PAGE>

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

            3.4 COMPLIANCE WITH LAWS. Multitrade agrees to operate the System up
to the Point of Delivery in accordance  with the  requirements of all Applicable
Laws.  Except as provided in Section 6.9,  Multitrade  shall be responsible  for
compliance with all Applicable Laws 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.

            3.5 ADDITIONAL CAPACITY.  (a) DuPont shall have the right during the
term to take up to the Dedicated Capacity of steam from the System. DuPont shall
reasonably  consider any request by Multitrade to release capacity to Multitrade
if Multitrade wishes to sell steam to other customers and shall not unreasonably
withhold its consent to any such request.  If Multitrade sells steam to any such
other customers,  Multitrade shall, for the applicable period, prorate the Fixed
Capacity Component payment for all customers and shall, if necessary, adjust the
Variable O&M Component  cost  hereunder so that such charge to DuPont is no less
favorable  than  the  comparable   charge  payable  by  another  such  customer.
Multitrade  shall  compensate  DuPont  (through  offset against the Variable O&M
Component payment payable by DuPont hereunder for the applicable period) for its
out of pocket  costs for water,  gas and  electricity  used to serve  non-DuPont
customers  as  reasonably  estimated  by  DuPont  and  notified  in  writing  to
Multitrade.

            (b)  Multitrade  shall have the right at any time during the Term to
request and DuPont will not unreasonably  withhold permission to add capacity to
the System.

            3.6 CONDENSATE RETURN. Multitrade agrees to accept condensate return
from  DuPont  during the Term of this  Agreement.  Multitrade  will  install and
maintain a condensate  system that will connect the System to a single interface
with  DuPont's  existing  condensate  system  in the  Martinsville  Plant.  Such
connection shall be made at a mutually  agreeable point within DuPont's existing
boiler plant.


      SECTION 4.    METERING; INSPECTIONS; QUALITY CONTROL

            4.1  QUALITY  OF STEAM;  METERING.  Multitrade  agrees to deliver to
DuPont 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").  The Steam Meter
and other  interconnection  points shall be located as specified in Exhibit 4.1.
Multitrade  agrees to inject into the steam,  to the reasonable  satisfaction of
DuPont,  neutralizing and/or filming amine to reduce corrosion in the Condensate
Return system.

            4.2 CALCULATION;  INSPECTION. (a) Multitrade will calculate DuPont's
Monthly steam usage based on readings by  Multitrade of the Steam Meter.  DuPont
will be entitled to adequate notice and  opportunity to have its  representative
present at any such  reading 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 Technician to test


                                      -5-
<PAGE>

the Steam  Meter,  and the  Technician's  determination  will be  binding on the
parties  hereto;  provided  that  the  cost of the  Technician  will be borne by
Multitrade  if the  Steam  Meter  is  found  to be in  need  of  repair.  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.  Multitrade shall notify DuPont of the completion of any such repair or
replacement.

            (b) The  amount  of  steam  delivered  to  DuPont  during  any  such
malfunction period shall be calculated as provided in Exhibit 4.2.

            4.3 CALIBRATION. Multitrade agrees, at no expense to DuPont, to have
the  Steam  Meter  calibrated  by the  Technician  at the end of the  first  180
calendar days of the Term and at 180-day  intervals  thereafter during the Term.
DuPont  will be  entitled  to  adequate  notice  and  opportunity  to  have  its
representative present at any such calibration.  A copy of the written report of
the Technician's  findings and calibrations  shall be provided to DuPont for its
information.


      SECTION 5.    EXISTING EQUIPMENT

            5.1  OPERATING  AND  MAINTENANCE  OF  EXISTING  EQUIPMENT.  From the
Initial  Delivery  Date,  Multitrade  will  operate and  maintain  the  Existing
Equipment in the ordinary  course of business and in  accordance  with  Standard
Practices.  DuPont shall be fully responsible for compliance with all Applicable
Law related to air quality, odor, noise,  Hazardous Waste disposal,  waste water
disposal,  solid waste disposal,  or other  conditions for the protection of the
environment, or otherwise, which may apply to the Existing Equipment. So long as
Multitrade is operating  and  maintaining  the Existing  Equipment in accordance
with the terms of this Agreement,  and subject to DuPont's rights hereunder (and
its obligation to comply with Applicable Laws).  DuPont shall not interfere with
or seek to direct such work by Multitrade.  Multitrade  shall not be responsible
for, and DuPont  shall have sole  control  over,  DuPont's  business,  corporate
administration, accounting, legal compliance and tax matters. The cost to DuPont
of the Operating Services shall be as provided in Section 8 hereof.

            5.2 SCOPE OF  MAINTENANCE.  Multitrade's  obligation to maintain the
Existing Equipment pursuant to Section 5.1 above shall be limited to routine and
not Major Maintenance of such Existing  Equipment.  For purposes hereof,  "Major
Maintenance"  means  maintenance  which,  if  performed,  would be treated under
applicable U.S.  Federal tax law and/or  regulation as a capital  improvement to
the Martinsville  Plant.  Multitrade may at its option perform Major Maintenance
on the Existing  Equipment  only at the request and expense of DuPont,  on terms
and conditions to be mutually agreed at the relevant time.

            5.3 DUPONT PRODUCTS. To the extent not economically  disadvantageous
to  Multitrade,  Multitrade  shall use  reasonable  efforts to purchase  and use
DuPont  refrigerants in connection with its operation of the Existing  Equipment
hereunder,


                                      -6-
<PAGE>

            SECTION 6.  CONDITIONS TO MULTITRADE'S OBLIGATIONS

            Multitrade's  obligations  under this Agreement are conditioned upon
the  performance  by DuPont of the  following  obligations  and/or the continued
satisfaction of the following  conditions,  as the case may be, or the waiver of
any or all thereof by Multitrade:

            6.1 GROUND LEASE.  DuPont shall not be in breach of its  obligations
under the Ground Lease. The Ground Lease shall be in full force and effect.

            6.2 ACCESS.  Multitrade shall have access to the System Site and the
Existing  Equipment  on a  continuing  and  uninterrupted  basis,  on the  terms
provided in the Ground Lease.  DuPont shall assure that third parties' access to
the  System  Site  and the  Martinsville  Plant  is  reasonably  controlled  and
coordinated   with  Multitrade  so  as  not  to  interfere   unreasonably   with
Multitrade's  performance  of the  Multitrade  Services.  DuPont  shall make the
Existing  Equipment  available  to  Multitrade  in condition  and  circumstances
capable of being  operated in  accordance  with the  standards set forth in this
Agreement.

            6.3   UTILITY   CONNECTIONS.   Multitrade   shall  be  able  to  (a)
inter-connect  the System to the  existing  natural  gas  service  line owned by
Southwestern  Virginia  Gas company at the current  rate for natural gas paid by
DuPont, (b) inter-connect the System to existing electricity,  sewage, telephone
and water lines,  and, in the case of (a) and (b), all such utility  connections
shall remain in effect.

            6.4  FUEL;  WATER;   ELECTRICITY.   DuPont  shall,  at  no  cost  to
Multitrade,  provide at all times all (i) natural gas, (ii) process, make-up and
potable water and (iii) electricity necessary to perform the Multitrade Services
in accordance with this  Agreement.  DuPont also shall maintain at all times, at
no cost to Multitrade,  a supply of No. 2 fuel oil adequate to permit Multitrade
to operate the System in accordance with this Agreement on a uninterrupted basis
as back-up to the natural gas to be provided by DuPont is provided above. DuPont
shall  provide  evidence  reasonably  satisfactory  to  the  State  of  Virginia
Department  of  Environmental  Quality and  Multitrade  that such No. 2 fuel oil
provided by DuPont meets the sulphur content  requirements  set forth in the Air
Permit. It is acknowledged that all electricity  provided to Multitrade (tenant)
by DuPont  (landlord)  hereunder  is  provided  by DuPont in its  capacity  as a
landlord pursuant to the Ground Lease.

            6.5 MARTINSVILLE  PLANT.  DuPont shall, at no expense to Multitrade,
ensure at all times that DuPont's  equipment is  appropriate  for operation with
the System and that a proper interface is maintained  between such equipment and
the System on DuPont's side of the Point of Delivery.

            6.6  STEAM  CONDENSATE.  DuPont  agrees  to return  and  deliver  to
Multitrade steam condensate of a quality  reasonably  satisfactory to Multitrade
consistent  with the standards of pH,  hardness,  level of dissolved  solids and
conductivity set forth on Exhibit 6.6.

            6.7   COOPERATION;  INFORMATION; OPERATING MATERIALS; SPARE PARTS.
 DuPont shall  cooperate  with  Multitrade  and,  upon request of  Multitrade,
provide  access to  information  in  control  of DuPont  that may be  reasonably
necessary to Multitrade in performing the Multitrade Services, including but not
limited to current operation and maintenance manuals, specifications,



                                      -7-
<PAGE>

diagrams,   test  results,   warranties   and  other   information   ("Operating
Materials"); provided that DuPont shall provide to Multitrade promptly after its
signature  hereto its  Operating  Materials  related to the Existing  Equipment.
DuPont  shall make  available  to  Multitrade  any spare parts for the  Existing
Equipment in DuPont's  possession  on the date hereof for use by  Multitrade  in
connection with Multitrade's performance of the Operating Services.

            6.8 LICENSING AND PERMITS. (a) GENERAL.  DuPont shall, at no cost to
Multitrade,  obtain and maintain in effect,  any and all  permits,  consents and
approvals  necessary  under  Applicable  Law  for  continuous  operation  of the
Existing Equipment, other than any such permits, consents and approvals required
to be  maintained  by Multitrade in order to engage in the business of providing
the Operating  Services.  DuPont shall deliver to Multitrade  copies of any such
permits,  consents and approvals to be obtained by DuPont as may be pertinent to
Multitrade's performance of such Services, promptly upon request.

            (b) AIR  PERMIT.  The Air  Permit  shall  have been  issued on terms
reasonably  acceptable to Multitrade on or before February 1, 1998,  shall be in
full force and effect and not subject to revocation, amendment or modification.

            6.9  DISPOSAL OF  RESIDUE.  DuPont  shall,  in  accordance  with all
Applicable  Laws,  ensure  that all  residue  (including  any  Hazardous  Waste)
generated  by the  System  and/or the  Existing  Equipment  is stored,  handled,
maintained  and/or  disposed  properly.  Multitrade  shall  perform  at its cost
appropriate tests to determine the nature of any Hazardous Waste to be delivered
to DuPont under this  Agreement and shall provide copies of such test results to
DuPont at the time of such delivery.

            6.10  MULTITRADE  BOARD.  This  Agreement,  the Ground Lease and the
performance of Multitrade's  obligations under such agreements,  shall have been
approved by Multitrade's Board of Directors.


      SECTION 7.    OTHER COVENANTS

            7.1 NEW BUYER/CHANGE IN LOAD. In the event that DuPont or Multitrade
shall  propose  (a) that one or more third  parties  replace or join DuPont as a
purchaser of Steam  Services  hereunder,  and/or (b) any material  change in the
quantity of steam to be sold by Multitrade hereunder, it is the intention of the
parties  to  negotiate  in good  faith  changes  in the terms of this  Agreement
(including without limitation the compensation payable to Multitrade) to address
such changed circumstances on a mutually agreeable basis.

            7.2 COOPERATION GENERALLY. Each party shall cooperate with the other
party to the fullest extent reasonably  practicable to enable each such party to
discharge its obligations  under this Agreement.  Multitrade  shall, at DuPont's
request,  reasonably cooperate with and provide reasonable  assistance to DuPont
in  connection  with any  safety,  health or  environmental  audits  or  related
monitoring or record keeping obligations of DuPont.


                                      -8-
<PAGE>

            SECTION 8.  PAYMENT RATES AND TERMS

            8.1 TIMING.  DuPont will pay  Monthly  for the  Multitrade  Services
provided by Multitrade, subject (as to any disputed amounts) to Section 12.

            8.2  AMOUNT.  The amount  that  DuPont  will pay for the  Multitrade
Services  will be,  for any Month,  an amount  equal to the sum of (i) the Fixed
Cost Capacity  Component for such Month plus (ii) the Variable O&M Component for
such Month,  such Variable O&M Component to be based on a delivered,  unit price
per 1,000 pounds of dry  saturated  steam,  as set forth in this  Agreement  and
measured in accordance  with Section 4.3, plus (iii) if  applicable,  any amount
payable to  Multitrade  for any Major  Maintenance  performed by  Multitrade  in
accordance with and subject to the terms of Section 5.2. All steam costs will be
based on the steam  actually  delivered  to the Point of Delivery as measured by
the Steam Meter. In the event of any termination of this Agreement,  payments as
calculated  under this Section 8 shall be made through the date of effectiveness
of such termination.

            8.3 BILLING.  Amounts owed by DuPont to Multitrade hereunder will be
billed  monthly to DuPont by Multitrade  and payments will be due within 30 days
after receipt by DuPont of  Multitrade's  invoice.  Multitrade may charge a 1.5%
late charge on any bill not paid within 30 days of the due date,  subject (as to
any  disputed  amounts) to Section  12;  provided,  that,  in the event that any
amount  disputed by DuPont  hereunder  is  determined  in  accordance  with this
Agreement  not to be owed by  DuPont,  no such late  charge  shall be payable by
DuPont in respect of such amount. The first such billing by Multitrade hereunder
shall be  issued  to  DuPont no later  than 30 days  subsequent  to the  Initial
Delivery Date.


      SECTION 9.    INTERRUPTION OF SERVICE OR OPERATIONS; FORCE MAJEURE

            9.1  MULTITRADE  INTERRUPTIONS.  Multitrade  agrees  to give  DuPont
immediate  notice of any unplanned  interruption of the steam supply and to give
as much prior  written  notice as possible of all planned  interruptions  of the
steam supply.  Any planned  interruption of the steam supply will be coordinated
with DuPont.  The parties  hereby  acknowledge  that, in  accordance  with state
regulations, service of each boiler will be interrupted annually for a period of
one week to conduct a boiler  inspection  and,  during each such period,  DuPont
shall adjust its steam requirements hereunder to accommodate each such shutdown.

            9.2 FORCE MAJEURE - STEAM  SERVICES.  An unplanned  interruption  of
Steam  Services  that is  attributable  to any Event of Force  Majeure  will not
constitute a branch of this Agreement by Multitrade,  and Multitrade will not be
liable  to  DuPont  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.  During any such period of interruption,  DuPont
shall be  obligated  to make  Fixed Cost  Capacity  Component  payments  without
reduction  and shall be liable for any Variable O&M  Capacity  Payments,  all as
calculated under Section 8.

            9.3 FORCE MAJEURE - OPERATING SERVICES. An unplanned interruption of
Operating  Services that is  attributable to any Event of Force Majeure will not
constitute a breach of this Agreement by Multitrade,  and Multitrade will not be
liable to DuPont for any damages


                                      -9-
<PAGE>


arising  out  of or  related  to  any  such  interruption,  provided  Multitrade
exercises  diligent  efforts to restore  normal  operations as soon as possible.
During any such period of interruption,  DuPont shall be obligated to make Fixed
Cost Capacity  Component  payments without reduction and shall be liable for any
Variable O&M Capacity Payments, all as calculated under Section 8.

            9.4 EMERGENCY  STEP-IN  RIGHTS.  (a) In the event that any unplanned
interruption  of Steam Services  occurs for reasons other than an Event of Force
Majeure or an event which Multitrade is diligently  proceeding to cure,  DuPont,
subject to the terms and  conditions  of this  Section 9.4, and at its sole cost
and expense, shall have the right to enter and assume operational control of the
System  in  order  to  provide  steam  to the  Martinsville  Plant  to meet  its
requirements,  such  DuPont  control  to  continue  solely  until  such  time as
Multitrade or its designee shall advise DuPont that is able to re-assume control
of the System and resume steam  deliveries  pursuant to this  Agreement.  DuPont
shall immediately surrender control of the System to Multitrade upon notice from
or on behalf of Multitrade as aforesaid.  Multitrade shall reasonably  cooperate
with  DuPont in  connection  with  DuPont's  exercise  of its rights  under this
Section  9.4.  Any such period of time during  which  DuPont  shall  control the
System as  provided in this  Section 9.4 is referred to herein as an  "Emergency
Control  Period."  The  parties  acknowledge  that the  need for such  emergency
control is highly  unlikely and DuPont  agrees with  Multitrade  to exercise all
reasonable  efforts to avoid instituting an Emergency  Control Period.  Prior to
instituting any such Emergency Control Period,  DuPont shall make all reasonable
efforts to contact Multitrade to determine whether Multitrade is able to control
the System.

            (b)  Notwithstanding  the  foregoing,   in  the  event  that  DuPont
exercises its rights under this Section 9.4,  during any such Emergency  Control
Period (i) DuPont shall remain  obligated to make Fixed Cost Capacity  Component
payments as provided in Section 8; (ii) DuPont  shall  maintain  and operate the
System in compliance with permits,  licenses and all Applicable Law (at its sole
expense and  liability);  and (iii) DuPont shall exercise the same standard care
in the  operation  and  maintenance  of the  System  which it  exercises  in the
operation  and  maintenance  of its own  facilities.  In addition,  DuPont shall
defend,   indemnify  and  hold  harmless  Multitrade  (including  its  officers,
employees, subcontractors,  agents and partners, and their respective successors
and assigns) from and against any and all liability,  claim,  injury  (including
death resulting therefrom), property damage loss, fine, penalty or assessment by
any agency,  suit, cause of action,  proceeding,  judgment,  and cost or expense
(including cost of defense, settlement and reasonable attorney's fees), which is
directly  or  indirectly  caused  by,  relates  to, or arises out of, any act or
omission of DuPont, its agents,  employees or subcontractors,  including without
limitation  any  failure  to comply  with any  Applicable  Law,  during any such
Emergency  Control  Period,  whether or not any such liability,  claim,  injury,
property  damage,  loss,  fine,  penalty,  assessment,  suit,  cause of  action,
proceeding,  judgment,  cost and/or expense occurs or arises during or after the
pendency of any such Emergency Control Period.


      SECTION 10.   INDEMNIFICATION AND LIMITATIONS OF LIABILITY

            10.1    RECIPROCAL    INDEMNIFICATION.    Multitrade   and   DuPont,
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



                                      -10-
<PAGE>

as a result  of any and all  claims,  demands,  fines,  penalties,  settlements,
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 or  destruction  of 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 the Ground
Lease,  or any  operations  conducted  hereunder or the use and occupancy of the
System Site, by indemnitor,  its agents or employees,  which such  indemnitor is
responsible for complying with,  performing or  non-performing,  as the case may
be, 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 upon the indemnitee's  request, (a) shall defend any
suit asserting a claim covered by this indemnity or (b) if the indemnitor elects
to control the defense of such suit,  shall  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,  including  reasonable  attorney's
fees,  within twenty (20) days of any written request  therefor,  subject (as to
any disputed amounts) to Section 12.

            10.2 LIMITATION OF LIABILITY. Neither Multitrade,  DuPont, 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 the Existing Equipment,  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 other party, including but
not limited to loss of  anticipated  profits,  or  revenues;  loss of use of the
System, the Existing Equipment or the Condensate Return system; non-operation or
increased  expense of  operation of the System,  the  Existing  Equipment or the
Condensate Return system,  as applicable;  and increased cost of capital or cost
of purchased or replacement steam.

            10.3  GROUND  LEASE.  The  terms of  Sections  10.1  and 10.2  shall
supplement and not limit the terms of the Ground Lease.


      SECTION 11.   INSURANCE

            11.1 SYSTEM  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.

            11.2  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 (in the case of DuPont, to include the Existing Equipment but not any
proprietary  equipment or process) by  representatives  of the insurance company
during reasonable working hours.


                                      -11-
<PAGE>


            SECTION 12. Arbitration of Disputes; Attorney's Fees

            12.1  ARBITRATION.  (a) Any dispute  between  Multitrade  and DuPont
arising  under,  out of or in  connection  with  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 (i) if the parties so
agree within a further 5 business  day period,  by  mediation  under rules,  and
before a mediator,  each to be agreed  within such 5 business day period or (ii)
if the parties do not so agree to mediation,  a mediator and rules within such 5
business days, at the initiation of either party, by arbitration pursuant to the
rules of the American Arbitration  Association ("AAA"). Any such mediation shall
last no more  than 90 days  from  the  date on  which  the  parties  so agree to
mediate. If at the end of such 90 day period the subject dispute is not resolved
either party may institute such arbitration as aforesaid.

            (b) Any arbitration of any such dispute hereunder shall be initiated
by a party by the giving of a written  notice of  arbitration  hereunder  to the
other party.  Within 30 days after the date of such notice of arbitration,  each
of Multitrade  and DuPont shall  appoint an  arbitrator,  which two  arbitrators
shall  jointly  select a third  arbitrator  who shall  serve as  chairman of the
arbitration panel. If either Multitrade or DuPont 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.

            (c) 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.

            (d) 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 a dispute  hereunder.  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 determined
to be payable by a party, at a rate per annum equal to the "prime interest rate"
quoted from time to time by the 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 12,
each party shall be responsible for its respective  legal costs. The cost of any
mediation  or   arbitration   shall  be  split   equally   between  the  parties
participating in the proceeding.


      SECTION 13.   RENEWAL; TERMINATION

            13.1  RENEWAL.  This  Agreement  my be renewed by  agreement  of the
parties hereto for such periods after the Initial Term as the parties may agree.
Provided the notifying


                                      -12-
<PAGE>

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 March in the
year in which this Agreement would otherwise  expire.  In the event of a renewal
of this Agreement beyond the Initial Term, it is the intention of the parties to
agree to a mutually acceptable reduction in the Fixed Capacity Component payable
by DuPont to Multitrade during such renewal period.

            13.2  Termination

                  (a)   FAILURE OF CONDITIONS.  Without  limiting the obligation
                        of each party  hereunder  and subject to the other terms
                        of  this  Agreement,   this  Agreement  shall  terminate
                        without  further  action by the parties on February  16,
                        1998 if the  conditions  set forth in Sections 6.1, 6.2,
                        6.3,  6.4,  6.5 or 6.10 have not been  satisfied  by the
                        parry  obligated to satisfy such conditions or waived by
                        the party entitled to waive such conditions,  each party
                        shall have no further  duty or  obligation  to the other
                        hereunder.

                  (b)   BREACH. If DuPont or Multitrade materially breaches this
                        Agreement  and does not cure such breach  within  thirty
                        (30) days of receipt from the  non-breaching  party of a
                        notice of such material breach, the non-breaching  party
                        may terminate this  Agreement (and if the  non-breaching
                        party  is   Multitrade,   Multitrade   may   discontinue
                        provision of the Multitrade  Services  hereunder) at any
                        time  thereafter  upon  sixty  (60) days  prior  written
                        notice to the breaching party;  provided,  however, that
                        in the  case  of a  material  breach  that  cannot  with
                        reasonable  diligence  be cured within a period of sixty
                        (60) days, and provided further that the breaching party
                        shall  proceed as promptly as possible  after receipt of
                        such  notice  to  cure  the  breach  and  thereafter  to
                        prosecute  the  curing  of such  breach  diligently  and
                        continuously,  expeditiously  developing  and thereafter
                        reporting regularly to the other upon the cure plan, the
                        period of time after receipt of such notice within which
                        to cure the breach  shall be extended for such period as
                        may be  necessary  to cure the  breach  with  reasonable
                        diligence,  but in no event for a period longer than one
                        hundred  eighty  (180) days after  such  notice.  In the
                        event of a termination  under this Section  13.2(b) as a
                        result  of a  breach  by  DuPont,  DuPont  shall  pay  a
                        Termination Payment as provided in Section 13.3.

                  (c)   NON-PAYMENT.  If  DuPont  fails  to pay  Multitrade  any
                        amount due  hereunder on the date payment of such amount
                        is  required,  Multitrade  may,  upon  thirty  (30) days
                        notice to DuPont,  and in the event  payment is not made
                        within such thirty (30) days,  discontinue  provision of
                        the Multitrade Services and terminate this Agreement. In
                        the event of a termination under this Section


                                      -13-
<PAGE>

                        13.2(c),  DuPont  shall  pay  a  Termination  Payment as
                        provided in Section 13.3.

                  (d)   GROUND LEASE.  Multitrade may  discontinue  provision of
                        the  Multitrade  Services  hereunder and terminate  this
                        Agreement   in  the  event  of  a  material   breach  or
                        termination of the Ground Lease by DuPont or the failure
                        of the Ground  Lease to be in full force and effect.  In
                        the event of a termination  under this Section  13.2(d),
                        DuPont  shall pay a  Termination  Payment as provided in
                        Section 13.3.

                  (e)   AIR PERMIT.  If the Air Permit shall have been modified,
                        revoked,  canceled or suspended,  or  proceedings  shall
                        have been  commenced  under any  Applicable  Law for the
                        modification,  revocation, suspension or cancellation of
                        the Air  Permit,  then,  provided  that no such event is
                        caused by the  negligence  of  Multitrade to comply with
                        the terms of the Air Permit,  Multitrade may discontinue
                        provision  of  the  Multitrade  Services  hereunder  and
                        DuPont  shall pay a  Termination  Payment as provided in
                        Section 13.3.

                  (f)   CONDEMNATION.  If any event  described  in Section 17 of
                        the Ground Lease shall occur,  Multitrade may, on thirty
                        (30) days notice to DuPont, terminate this Agreement. In
                        such event  Multitrade may discontinue  provision of the
                        Multitrade  Services  hereunder  and DuPont  shall pay a
                        Termination Payment as provided in Section 13.3.

            13.3  TERMINATION   EFFECTIVENESS;   TERMINATION  PAYMENT.  (a)  For
purposes of calculating any Termination  Payment  hereunder and the amount to be
paid pursuant to Section 8 hereof,  if not otherwise the case, all  terminations
under this Agreement shall be effective on the last calendar day of the month in
which such notice would otherwise be effective hereunder.

            (b) DuPont and Multitrade acknowledge and agree that any termination
of this  Agreement or the Ground Lease shall directly cause damage to Multitrade
in an amount and to an extent as cannot be calculated  presently with reasonable
certainty. As damages for such a breach and termination, DuPont hereby agrees to
pay Multitrade,  within thirty (30) days after such a termination, as liquidated
damages and not as a penalty, an amount equal to the Termination Payment. In the
event of such  termination,  no  discontinuation  of the Multitrade  Services by
Multitrade  shall render  Multitrade  liable for damages or relieve  DuPont from
performance of its obligations hereunder.

            13.4 SURVIVAL. The obligations of the parties under Sections 10, 12,
13.3,  13.4 and this 13.5 and Section 23 of the Ground  Lease shall  survive any
termination of this Agreement.

            13.5 NO LIMITATION. The terms of this Section 13 shall not limit any
other remedies available to Multitrade under this Agreement, the Ground Lease or
applicable law.



                                      -14-
<PAGE>


            SECTION 14. MISCELLANEOUS

            14.1 AMENDMENT; ENTIRE AGREEMENT. This Agreement contains the entire
understanding  of the parties and  supersedes  all prior  negotiations  and oral
understandings,  if any,  including the Letter of Intent dated December 15, 1997
between the parties  (other than clause 7 thereof).  This  Agreement  may not be
amended,  supplemented or modified except by a written  instrument signed by the
parties hereto.

            14.2  ASSIGNMENT AND  DELEGATION.  (a) Except as provided in Section
14.2(b),  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,  whose consent shall not be  unreasonably  withheld,  except in
connection  with an  assignment  to a lender or  lenders  of its  right,  title,
interests, powers and benefits under this Agreement, as security for a loan. Any
such assignment or delegation made without such written consent pursuant to this
Section 14.2 shall be void and ineffective.

            (b) DuPont may assign  its  rights  and  obligations  hereunder  (i)
without  Multitrade's consent but subject to prior written notice to Multitrade,
to a subsidiary  or affiliate of DuPont,  (ii) with  Multitrade's  prior written
consent,  whose consent  shall not be  unreasonably  withheld,  to a third party
whose credit standing is reasonably acceptable to Multitrade.

            (c) If DuPont or its  permitted  successors  shall  transfer,  sell,
assign,  convey  or  otherwise  dispose  of  either  or both of the Sites or the
Martinsville  Plant (including without limitation in the case of (b)(i) or (ii),
above)  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 DuPont to be performed under this Agreement and
the Ground Lease. In such event, DuPont or such other assignor shall be relieved
of all further  liability  under this  Agreement from and after the date of such
transferee, assignee, purchaser or recipient's assumption of such obligations of
DuPont or such assignor, as the case may be, as provided above.

            14.3 BINDING EFFECT; SUCCESSOR AND ASSIGNS. The terms and provisions
of this  Agreement  and the  respective  rights  and  obligations  hereunder  of
Multitrade  and DuPont shall be binding upon,  and inure to the benefit of their
respective permitted successors and assigns.

            14.4  INDEPENDENT  CONTRACTOR.  Multitrade  is  entering  into  this
Agreement and the Ground Lease and shall perform  hereunder and thereunder as an
independent  contractor and neither Multitrade nor DuPont shall be deemed in any
way or for any  purpose,  by  nature  of this  Agreement,  the  Ground  Lease or
otherwise, a partner, joint venturer, agent, employer or employee of the other.

            14.5 CHOICE OF LAW. This Agreement and any dispute arising here from
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.

            14.6 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.


                                      -15-
<PAGE>

            14.7 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.

            14.8 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 DUPONT:
            -------------                  ---------
            Multitrade Group, Inc.         E.I. DuPont DeNemours & Co.,
            Post Office Box 717            Inc.
            Ridgeway, VA 24148             One DuPont Road
            Attn:  Mr. B.E. Brammer        Martinsville, VA 24115
            CEO and Chairman               Attn:  Plant Manager

            Tel:  540-632-4071             Tel:  540-666-5391
            Fax:  540-632-5150             Fax:  540-666-5111

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



                                      -16-
<PAGE>

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
                                           -----------------------------
                                       Name: B.E. Brammer
                                       Title: Chairman and CEO



                                       E.I. DUPONT DE NEMOURS & CO.


                                       By: /s/ S.A. Hamden
                                           -----------------------------
                                       Name: S.A. Hamden
                                       Title: Director - Global Servicing







<PAGE>




                                                                     EXHIBIT 4.1

                         STEAM METER LOCATION AND SYSTEM
                        INTERCONNECTION POINTS LOCATIONS

            The Steam Meter shall be located within the System on the steam main
that intra-connects to the Martinsville Plant's existing steam system. The Steam
Meter shall have sufficient  straight piping,  in and out, as recommended by the
Steam Meter manufacturer.

            Multitrade  shall  inter-connect  the  System  to  the  Martinsville
Plant's  existing  system at the existing 10" valve located on the 550 psi steam
header.  The  existing  10" valve and header is located on the  operating  floor
level near the shop wall to the east and the southern boiler plant wall.



<PAGE>




                                                                     EXHIBIT 4.2

                        METHOD OF ADJUSTING STEAM INVOICE
                 TO COMPENSATE FOR MALFUNCTIONING STEAM METER

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

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

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

STEP 3.     Multiply  the total  steam  consumed by DuPont (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 DuPont  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,  1999,  calibration  indicated  three percent  "plus" steam  reading.
Previous calibration accomplished March, 1999.

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

STEP 2.     34,495,000  Sept. 1999
            36,257,200  Aug. 1999
            27,172,400  July, 1999
            35,243,659  June, 1999
            39,148,699  May, 1999
            35,248,489  April, 1999
            ----------
            207,665,647 Total Lbs.

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

<PAGE>




STEP 4.     Average Price for Steam:

            $    5.40  Sept. 1999
                 5.49  Aug. 1999
                 5.55  July 1999
                 5.47  June 1999
                 5.37  May 1999
                 5.43  April 1999
                 ----
               $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 MLbs.
                                ---------
                               $22,635.66

STEP 6.     Product of STEP 5: $22,635.66
                                x     50%
                                ---------
                              ($11,317.78)  Net(credit) or debit



<PAGE>




                                                                     EXHIBIT 6.6

                          CONDENSATE RETURN 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 Detectible

pH                                         6.5 - 8.0 Range




<PAGE>




                                                                    EXHIBIT 13.3

                          TERMINATION PAYMENT SCHEDULE

 EFFECTIVE DATE OF       TERMINATION      EFFECTIVE DATE OF      TERMINATION
    TERMINATION            PAYMENT           TERMINATION           PAYMENT

  PRIOR TO 7-31-98       $1,287,751           1-31-2001           $879,751
      7-31-98            $1,287,751           2-28-2001           $864,701
      8-31-98            $1,275,420           3-31-2001           $849,550
      9-30-98            $1,263,008           4-30-2001           $834,298
      10-31-98           $1,250,512           5-31-2001           $818,945
      11-30-98           $1,237,934           6-30-2001           $803,489
      12-31-98           $1,225,271           7-31-2001           $772,268
                                              8-31-2001           $756,501
      1-31-99            $1,212,254           9-30-2001           $740,629
      2-28-99            $1,199,692          10-31-2001           $724,651
      3-31-99            $1,186,775          11-30-2001           $708,567
      4-30-99            $1,173,771          12-31-2001           $692,375
      5-31-99            $1,160,681
      6-30-99            $1,147,503           1-31-2002           $676,075
      7-31-99            $1,134,238           2-28-2002           $659,667
      8-31-99            $1,120,884           3-31-2002           $643,149
      9-30-99            $1,107,441           4-30-2002           $626,522
      10-31-99           $1,093,909           5-31-2002           $609,783
      11-30-99           $1,080,286           6-30-2002           $592,933
      12-31-99           $1,066,573           7-31-2002           $575,970
                                              8-31-2002           $558,895
     1-31-2000           $1,052,768           9-30-2002           $541,705
     2-29-2000           $1,038,871          10-31-2002           $524,401
     3-31-2000           $1,024,881          11-30-2002           $506,982
     4-30-2000           $1,010,798          12-31-2002           $489,446
     5-31-2000            $996,621
     6-30-2000            $982,350            1-31-2003           $471,794
     7-31-2000            $967,984            2-28-2003           $454,024
     8-31-2000            $953,522            3-31-2003           $436,135
     9-30-2000            $938,963            4-30-2003           $418,127
     10-31-2000           $924,307            5-31-2003           $400,000
     11-30-2000           $909,554
     12-31-2000           $894,702




<PAGE>






           AMENDMENT NO. 1 TO STEAM SUPPLY AND OPERATING AGREEMENT

            AMENDMENT NO. 1, DATED FEBRUARY 20, 1998 (THIS "AMENDMENT") TO STEAM
SUPPLY and  OPERATING  AGREEMENT,  dated  February  11, 1998 (the  "Agreement"),
between MULTITRADE GROUP, INC., a Virginia  corporation  ("Multitrade") and E.I.
DUPONT DE NEMOURS & CO., a Delaware corporation ("DuPont").


            WHEREAS,  the  parties  to this  Amendment  have  entered  into  the
Agreement and wish to amend certain terms of the Agreement, as specified herein;


            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:

      1.    AMENDMENT TO SECTION 1 (DEFINITIONS)

            Section 1 of the Agreement is amended to include the following  text
at the end of such section:

            References  to an agreement,  document or  Applicable  Law mean such
            agreement,  document or  Applicable  Law as the same may be amended,
            modified or supplemented from time to time.

      2.    AMENDMENT TO SECTION 6.5 (MARTINSVILLE PLANT)

                  The  following  sentence  is added to Section  6.5 as a second
                  sentence:

                  For all  purposes  of this  Agreement  and the  Ground  Lease.
                  DuPont,  at all times during the Term, shall be deemed to have
                  and  retain  sole  control of the  Martinsville  Plant and all
                  equipment therein.

      3.    AMENDMENT TO SECTION 10 (INDEMNIFICATION AND LIMITATIONS OF
            LIABILITY)

            (a) The term "System  Site" in the  thirteenth  line of Section 10.1
      shall be  deleted  and  replaced  by the  phrase  "System  Site or  Leased
      Premises, as the case may be,"

            (b)  Each  occurrence  of the term  "Condensate  Return  System"  in
      Section  10.2 shall be deleted and  replaced  by the phrase  "Martinsville
      Plant".

      4.    AMENDMENT TO SECTION 14 (MISCELLANEOUS)

            (a)   The following sentence is added to Section 14.1 as a third
      sentence;

                  In the event of any  conflict or  inconsistency  between  this
                  Agreement  and the Ground Lease,  the terms of this  Agreement
                  shall govern.



<PAGE>




                  (b) The  following  is added to Section  14.8 below the notice
                  address for Multitrade:

                  Or, if by courier to:

                        Multitrade Group, Inc.
                        101 Evening Star Lane
                        Martinsville, VA 24112
                        Attn: Mr. B.E. Brammer
                              CEO and Chairman

      5.    MISCELLANEOUS

            (a) All  references  to the  Agreement,  whether in the Agreement or
      elsewhere,  shall mean the Agreement as amended by this Amendment.  Except
      as amended  hereby,  the terms and  conditions of the Agreement  remain in
      full force and effect.

            (b) The terms and provisions of Section 12 (Arbitration of Disputes;
      Attorney's Fees), Section 14.1 (Amendment; Entire Agreement), Section 14.5
      (Choice of Law),  Section 14.7  (Severability)  and Section 14.8 (Notices)
      shall  each be  incorporated  into and apply to this  Amendment  as if set
      forth in full herein.

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


                                       MULTITRADE GROUP, INC.


                                       By: /s/ B.E. Brammer
                                           -------------------------------------
                                           Name: B.E. Brammer
                                           Title:  Chairman & CEO



                                       E.I. DUPONT DE NEMOURS & CO.


                                       By:  /s/ G. Kenneth Towe
                                            ------------------------------------
                                            Name:  G. Kenneth Towe
                                            Title:  Energy Sourcing  Manager


