ASSIGNMENT AND SECURITY AGREEMENT





                                     between





                                    HEC INC.

                                  (as Seller)





                                     and





                            ABB ENERGY CAPITAL L.L.C.

                                     (as Buyer)







                              As of November 30, 1999















                    Relating to Energy Conservation Measures at

                             Portsmouth Naval Shipyard

                                   Kittery, Maine

































                          ASSIGNMENT AND SECURITY AGREEMENT



     THIS ASSIGNMENT AND SECURITY AGREEMENT is entered into as of November 30,

1999 between HEC INC., a Massachusetts corporation (together with its

successors and permitted assigns, the "Seller"), and ABB ENERGY CAPITAL

L.L.C., a Delaware limited liability company (together with its successors

and assigns, the "Buyer").



                                   RECITALS



     WHEREAS, the Seller and the United States of America (the "Government"),

acting through the agency identified in the attached contract schedule (the

"Contract Schedule") dated as of even date herewith and incorporated herein

and made a part hereof, are parties to a contract and task order (as

amended, modified, supplemented, renewed or extended from time to time in

accordance therewith, together with all exhibits, schedules, annexes and

other attachments thereto, collectively, the "Contract") described in the

Contract Schedule, pursuant to which the Seller has agreed, among other

things, to provide to the Government the resources, services and expertise

necessary to implement an energy conservation project (the "Project") in

order to reduce energy consumption at certain government facilities, all as

more particularly described in the Contract Schedule; and



     WHEREAS, the Government may have the right to terminate the Contract or

exercise its right of buyout with respect thereto following acceptance by

paying the Termination Schedule Amount (hereinafter defined) set forth

therein; and



     WHEREAS, the Seller desires to (a) sell and assign to the Buyer a portion

of the monies due or to become due under the Contract, including, without

limitation, all late interest charges owing pursuant thereto and all

Termination Schedule Amounts (collectively, the "Contract Payments"), and

the Buyer desires to purchase a portion of the Contract Payments from the

Seller for the Purchase Price set forth in the Contract Schedule;



     NOW, THEREFORE, for good and valuable consideration, the receipt and

adequacy of which are hereby acknowledged, the parties hereto agree as

follows:



     1.  Definitions



          1.1.  Terms Defined.  As used herein, unless the context otherwise

requires:



     "Acceptance" means a modification to the Task Order executed by the

Government stating that such Project conforms in all material respects with

the specifications set forth in the Contract.



     "Agreement" means this Assignment and Security Agreement, as amended,

modified or supplemented from time to time in accordance herewith, together

with all exhibits, schedules, including the Contract Schedule incorporated

herein, annexes and other attachments hereto.



     "Business Day" means any day except a Saturday, Sunday or other day on

which commercial banks in Massachusetts are authorized by law to close.



     "Buyer" has the meaning ascribed to such term in the first paragraph

hereof.



     "Base Contract" has the meaning ascribed to such term in the Contract

Schedule.



     "CERCLA" means the Comprehensive Environmental Response Compensation and

Liability Act of 1980, as amended and in effect from time to time, and all

rules and regulations arising thereunder



     "Closing Date" has the meaning ascribed to such term in Section 2.1(b).



     "Collateral" has the meaning ascribed to such term in Section 2.6(a).



     "Contract" means the Task Order and to the extent relevant thereto the

Base Contract, as described in the Contract Schedule.



     "Contract Payments" means the payments from the Government under the

Contract as described in the Contract Schedule.



     "Contract Revenues" means the portion of the Contract Payments being

purchased under this Agreement, as described in the Contract Schedule.



     "Contract Schedule" means the Contract Schedule attached hereto as

Schedule 1.



     "Default" means an Event of Default or an event or occurrence that with

the passage of time or the giving of notice or both may become an Event of

Default.



     "Default Interest Rate" means the annual rate equal to the Interest Rate

plus 2 percent.



    "Environmental Laws" means all laws pertaining to environmental matters,

including without limitation, the Resource Conservation and Recovery Act,

CERCLA, the Superfund Amendments and Reauthorization Act of 1986, the

Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances

Control Act, and all applicable local and state laws in each case as

amended, and all rules, regulations, judgments, decrees, orders and licenses

arising under such laws.



     "Equipment" means the equipment and other property installed at the

Facility as part of the Project pursuant to the Contract.



     "Event of Default" has the meaning ascribed to such term in Section 7.1.



     "Facility" has the meaning ascribed to such term in the Contract Schedule.



     "GAAP" means the generally accepted accounting principles consistent with

those adopted by the Financial Accounting Standards Board, as in effect from

time to time.



     "Hazardous Materials" means any substance (i) the presence of which

requires or may hereafter require notification, investigation or remediation

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