AGREEMENT FOR SUPPLEMENTAL INSTALLED CAPACITY SOUTHWEST CONNECTICUT (LRP Resources)

Exhibit 10.5

*** Indicates material has been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission. A complete copy of this agreement has been filed separately with the Securities and Exchange Commission.

AGREEMENT

FOR

SUPPLEMENTAL INSTALLED CAPACITY

SOUTHWEST CONNECTICUT

(LRP Resources)

Between

ISO New England Inc.

as agent for the Market Participants in the New England Control Area

And

Pinpoint Power, LLC

Direct Load Control

Table of Contents

SUPPLEMENTAL INSTALLED CAPACITY AGREEMENT

This Supplemental Installed Capacity Agreement (“Agreement”) is entered into as of April 15, 2004, by and between ISO New England Inc. (the “ISO”), on behalf of the market participants in the New England Control Area (the “Market Participants”), and Pinpoint Power, LLC (the “Supplier”) (individually, a “Party,” and collectively, the “Parties”) and, except for Supplier’s obligation pursuant to Section 2.1, shall become effective on the Effective Date.

RECITALS

NOW THEREFORE, in consideration of the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound by this Agreement as of the Effective Date, the Parties covenant and agree as follows:

ARTICLE 1

DEFINITIONS AND RULES OF INTERPRETATION

1.1 Definitions. Except for terms defined herein, capitalized terms shall be as defined in NEPOOL Market Rule 1.

1.1.1 “Agreement” shall have the meaning set forth in the Preamble.

1.1.2 “Committed Capacity Amount” shall mean the megawatt (“MW”) amount for the LRP Resource shown in Schedule IV hereto.

1.1.3 “Contract ICAP Price” shall mean the price expressed in $/MW to be paid for the Committed Capacity Amount for a month as set forth in Schedule IV.

1.1.4 “Customers” means the person or entities with which the Supplier contracts (directly or indirectly) for the provision of load reduction or emergency generation capacity pursuant to this Agreement.

1.1.5 “Effective Date” means the date on which this Agreement is allowed to become effective without modification by FERC pursuant to the FERC’s February 27, 2004 order in Docket No. ER04-335-000, as such order is clarified or modified by FERC. To the extent that FERC determines that the Agreement does not involve jurisdictional service, the Effective Date shall be June 1, 2004.

1.1.6 “Extension Term” shall have the meaning set forth in Section 8.1.2.

1.1.7 “FERC” means the Federal Energy Regulatory Commission.

1.1.8 “Force Majeure Event” means any act of God, labor disturbance, act of the public enemy, war, insurrection, riot, storm or flood, fire or explosion (other than the LRP Resource or any Resource), curtailment of the transmission system (other than due to the LRP Resource, any Resource or Supplier’s equipment), any order, regulation or restriction imposed by a Governmental Authority, or any other cause beyond a Party’s control.

1.1.9 “Governmental Authority” means the government of any nation, state or other political subdivision thereof, including any entity lawfully exercising executive, military, legislative, judicial, regulatory, or administrative functions of or pertaining to a government.

1.1.10 “ICAP” means Installed Capacity.

1.1.11 “ICAP Credit Amount” shall be the ICAP amount actually demonstrated by the LRP Resource according to the ISO approved Measurement and Verification Plan and as defined in Manual M-LRP before any gross-up for the reserve margin, and the MW value of which shall be calculated in accordance with Manual M-LRP and the Metering and Verification Plan.

1.1.12 “Initial Term” shall have the meaning set forth in Section 8.1.1.

1.1.13 “Law” means any law, treaty, code, rule, regulation, or order or determination of an arbitrator, court or other Governmental Authority, or any license, permit, certificate authorization, qualification, or approval granted by a Governmental Authority to the extent binding on a Party or any of its property.

1.1.14 “LRP Resource” means the aggregate of the Resources (including Emergency Generators) that are able to reduce load as requested by the ISO within 30 minutes or less in accordance with the LRP as defined in Manual M-LRP and identified in Schedule IV hereto. The LRP Resource must enroll in a LRP providing ICAP credit in order to provide the services contemplated in this Agreement.

1.1.15 “Measurement and Verification Plan” shall mean the Measurement and Verification Plan attached hereto as Schedule VI as may be amended or modified from time to time.

1.1.16 “Party” means either the ISO or Supplier, as the context requires, and “Parties” means ISO and Supplier, as the context requires.

1.1.17 “Proposed Service Date” shall have the meaning set forth in Schedule IV.

1.1.18 “Resource” shall mean Supplier’s resources that make up the LRP Resource.

1.1.19 “Service Date” means the date upon which the Resources (as described in Schedule IV) actually become available for dispatch by the ISO in accordance with Market Rule 1 and the NEPOOL Manuals.

1.1.20 “SWCT” shall have the meaning set forth in the Recitals and shall further be defined to include the region comprised of the 54 cities and towns identified on Schedule III.

1.1.21 “Term” shall mean either the Initial Term or any Extension Term.

1.2 Interpretation. In this Agreement, unless otherwise indicated or otherwise required by the context, the following rules of interpretation shall apply:

1.2.1 Reference to and the definition of any document (including this Agreement, Market Rule 1 and the NEPOOL Manuals) shall be deemed a reference to such document as it may be amended, supplemented, revised, or modified from time to time and any document that is a successor thereto.

1.2.2 The article and section headings, and other captions in this Agreement are for the purpose of reference only and do not limit or affect its meaning.

1.2.3 Defined terms in the singular shall include the plural and vice versa, and the masculine, feminine or neuter gender shall include all genders.

1.2.4 Accounting terms used herein shall have the meanings given to them under generally accepted accounting principles within the United States consistently applied.

1.2.5 The term “including” when used herein shall be by the way of example only and shall not be considered in any way a limitation.

ARTICLE 2

PROVISION OF DEMAND RESPONSE RESOURCE

2.1 Filing of Agreement with FERC. The Supplier acknowledges and agrees that upon execution of this Agreement, Supplier shall file this Agreement for approval with FERC pursuant to the FERC’s February 27, 2004 order in Docket No. ER04-335-000, as such order may be clarified or modified by FERC.

2.2 Permits and Authorizations. Supplier must demonstrate that it has obtained all regulatory authorizations and environmental permits necessary for it to perform its obligations under this Agreement prior to the Service Date. The Supplier will use all commercially reasonable efforts to maintain such authorizations and permits through the Term of the contract. Each Party shall act in good faith toward the other Party when dealing with governmental regulatory bodies and other third parties regarding matters arising under or in connection with this Agreement, including any informational or other filings submitted to the FERC.

2.3 Availability of LRP Resource. Supplier will use commercially reasonable efforts to make the LRP Resource available to respond to the ISO’s instructions in accordance with Market Rule 1 and the NEPOOL Manuals by the Proposed Service Date including obtaining all necessary regulatory authorizations and environmental permits.

2.4 Credit Requirement. On the Effective Date of this Agreement and continuing until thirty (30) days following Supplier’s last Service Date, Supplier shall provide the ISO with one or more letters of credit or a performance bond in a total amount equal to $348,455, calculated as one sixth (1/6) of the monthly Contract ICAP Price multiplied by the monthly Committed Capacity Amount and summed over from the first twelve months after the applicable Proposed Service Date (the “Credit Amount”), which letter(s) of credit or bond will be substantially in the form specified in the Financial Assurance Policy for NEPOOL Members set forth in the NEPOOL Tariff issued by one or more domestic or foreign banks whose long term debt is rated at least A or the equivalent by Standard and Poor’s or Moodys Investor Services, Inc., modified as necessary to provide the ISO with authority to draw against such letter(s) of credit or bond for the amount of any liquidated damages assessed under this Agreement. Notwithstanding the foregoing, as of the date the ISO, in its sole discretion, is satisfied that

Supplier has achieved the number of customer installations set forth on Schedule IV designated for completion by the last Proposed Service Date so that no liquidated damages will be assessed pursuant to Section 2.5, the ISO shall release the letter(s) of credit or bond.

2.5 Failure to Make LRP Resource Available. This Agreement imposes liquidated damages on the Supplier for failure to make the LRP Resource available as follows:

2.5.1 Failure to Meet the Proposed Service Date. If the first Service Date fails to occur within sixty (60) calendar days of the first Proposed Service Date, the ISO, in its sole discretion, may terminate this Agreement by providing five (5) business days notice to Supplier declaring the ISO’s intention to terminate this Agreement; provided, however, that the ISO shall not have the right to terminate this Agreement for an additional sixty (60) calendar days if such failure is due to a Force Majeure Event. Notwithstanding anything to the contrary contained in this Section or this Agreement (including, without limitation, a Force Majeure Event), the ISO, in its sole discretion, may terminate this Agreement if the Service Date fails to occur within one hundred twenty (120) calendar days of the applicable Proposed Service Date by providing five (5) business days notice to Supplier declaring the ISO’s intention to terminate this Agreement. In the event that the ISO terminates this Agreement pursuant to this Section, Supplier shall pay the ISO the Credit Amount, as liquidated damages.

2.5.2 Failure to Meet the Proposed Committed Capacity. If the Supplier fails to achieve the Committed Capacity Amount within sixty (60) calendar days of the last Proposed Service Date as specified on Schedule IV, the Supplier shall pay the ISO an amount equal to the Credit Amount multiplied by the quotient of (A) (the Committed Capacity Amount minus the ICAP Credit Amount) and (B) the Committed Capacity Amount, as liquidated damages.

2.6 Interconnection Standards and Costs. The LRP Resource must meet applicable interconnection standards. Any costs incurred by the Supplier to obtain permits, meet interconnection requirements, construct or install generating equipment, construct or install load control or load reducing equipment, install required metering equipment, implement ISO approved metering and verification plans including, but not limited to independent audits, engineering analysis and sub-metering, and take all other steps necessary to provide ICAP by the Proposed Service Date shall be borne solely by the Supplier.

2.7 Measurement and Verification. Measurement and verification of the ICAP Credit Amount will be conducted in accordance with the Measurement and Verification Plan. Customer base-line consumption and load reductions will be verified through the applicable measurement and verification provisions in the Measurement and Verification Plan.

2.8 Third Parties. Supplier may enter into contracts with other entities for provision of all or a portion of the committed Installed Capacity from the LRP Resource. Supplier acknowledges and agrees that it shall be fully responsible for the acts and omissions of such

third-parties. Nothing in this Agreement shall create any contractual agreement between a third-party and the ISO. The ISO shall have no obligation to make any direct payments to third-parties.

ARTICLE 3

DELIVERY OF COMMITTED RESOURCE CAPABILITY

3.1 Delivery Requirements. This Agreement imposes requirements on Supplier with regard to the delivery of the LRP Resource as provided below.

3.1.1 During the Term, the Supplier will comply with the ISO’s instructions and will provide service from the LRP Resource in accordance with Market Rule 1 (including Appendix E) and the NEPOOL Manuals.

3.1.2 The Supplier may satisfy its obligations to deliver the LRP Resource under this Agreement through the use of one or more substitute Resources, subject to ISO approval in its sole discretion (which will not be unreasonably withheld), if such substitute Resources are equivalent to those originally proposed in Schedule V and are enrolled consistent with the criteria set forth in the RFP. Such substitute Resources may be designated after the execution of this Agreement by submitting a revised Schedule V to the ISO and submitting an appropriate NX-11C form to the ISO for the substitute Resource.

3.1.3 The minimum activation time period guaranteed for the LRP Resource shall be two (2) hours, provided, however, that the ISO may terminate an event before the end of the two-hour period, in which case, the Supplier may terminate service before the end of the two-hour period. Services are required or must be demonstrated, at a minimum, during on-peak hours defined as 7:00 am to 6:00 pm Monday through Friday on non-holidays from June 1 through September 30 of each year of the Term.

3.1.4 The LRP Resource must participate in those LRP programs for 30-minute notice that offer ICAP credit and will count towards meeting any ICAP requirements.

3.1.5 The LRP Resource (and each Resource) must be located within SWCT and must satisfy all of the eligibility criteria set forth in the RFP. The Supplier shall make a good faith effort to have the LRP Resource (and each Resource) located within the sixteen (16) “Preferred Towns” in SWCT set forth on Schedule III, utilizing the thirty-eight (38) “Other Towns” in SWCT only as needed to achieve the Committed Capacity Amount.

3.1.6 Notwithstanding Section 3.1.3, Supplier may make the LRP Resource available from May 16 through September 15 in any calendar year, provided, however, that in such event, payment and settlement shall continue to be made in accordance with Article 4 as if Service has been provided between June 1 and September 30.

3.2 Supplier Initiated Audit of LRP Resource. Supplier may request (in writing) a Supplier initiated demonstration of the LRP Resource (the “Audit”). The ISO will use commercially reasonable efforts to schedule the Audit within ten (10) business days following receipt of Supplier’s written request, or as soon as reasonably feasible thereafter, in light of the circumstances and the availability of ISO personnel and resources; provided, however, that in the event of a subsequent load response event direction from ISO prior to the completion of the Audit, the LRP Resource will demonstrate its capability by responding to such load response event direction in lieu of the Audit. The Supplier may only make one (1) Audit Request in any twelve-month period during the Term. Such Audit will be conducted in accordance with Section 3.1 and will occur during the on peak hours of 7:00 am to 6:00 p.m. Monday through Friday on non-holidays for a duration of two (2) hours. To cover ISO’s administrative costs in conducting the Audit, the Supplier shall be charged a fee for the Audit in an amount equal to $1,000 multiplied by the applicable monthly Committed Capacity Amount.

ARTICLE 4

PAYMENT AND SETTLEMENT

4.1 ISO Billing Process. From and after the first day of the month following the Service Date, the ISO, as agent for the Market Participants, shall apportion, bill and collect from the Market Participants payments and charges for delivery or non-delivery of services from the LRP Resource in the LRP Market in accordance with this Agreement, Market Rule 1 and the NEPOOL Manuals. All payments will be made through the ISO billing process directly to the Enrolling Participant. ISO shall have the right to set-off any amounts owed by Supplier under this Agreement against any payments otherwise payable to Supplier under this Agreement.

4.2 Supplemental Capacity Payment. The monthly Supplemental Capacity Payment for the LRP Resource will commence on the first day of the month following the Service Date and will be equal to the Contract ICAP Price (for the preceding month) multiplied by the ICAP Credit Amount (for the preceding month). The Supplemental Capacity Payment for each month will be reduced (but not to less than zero) by an amount equal to the ICAP Credit Amount multiplied by monthly UCAP Supply Auction clearing price, provided, that the Supplemental Capacity Payment shall not be reduced if the LRP Resource was not eligible to participate in the Supply Auction; provided, however, that if a locational ICAP or other new capacity market is implemented, the price component of the calculation shall be equal to the most recent clearing price at which load shifting is settled for the locational ICAP or other new capacity market for the area applicable to the LRP Resource’s location determined in a manner consistent with such locational ICAP or other new capacity market. The Supplemental Capacity Payment will not be reduced for any other non-ICAP payments that the LRP Resource may earn. As provided in the Measurement and Verification Plan, if any ICAP Credit Amount actually demonstrated is less than the ICAP Credit Amount paid, the Supplemental Capacity Amount paid in all months prior to such demonstration will be trued-up and rebilled according to the

demonstrated ICAP Credit Amount. The ICAP Credit Amount may change from month to month based on load response events or audits as described in the M-LRP. The ISO in its sole discretion may initiate whatever audits, tests or other measures are necessary to determine the actual performance of the LRP Resource and its ability to continue to perform and has the authority to adjust the ICAP Credit Amount to recognize the results of its investigation, as provided in the Measurement and Verification Plan. Notwithstanding anything to the contrary contained in this Agreement, the Supplemental Capacity Payment for any month shall not exceed one hundred twenty percent (120%) of the product of the Contract ICAP Price and the Committed Capacity Amount.

ARTICLE 5

COVENANTS

5.1 Operation and Maintenance. Supplier shall operate and maintain, or cause the operation and maintenance of the LRP Resource to be in accordance with Market Rule 1 and the NEPOOL Manuals.

5.2 Insurance. Supplier shall arrange for and maintain an appropriate minimum level of liability and property insurance coverage as follows: comprehensive general liability (including blanket contractual liability) and property damage insurance sufficient to protect the ISO and the Supplier from claims for damages for personal injury (including bodily injury), sickness or disease, accidental death and damage to property, including loss of use resulting from any property damage, which may arise from or in connection with Supplier’s obligations under this Agreement. The limits of such insurance shall be in an amount not less than $1,000,000 each person and $2,000,000 each occurrence, personal injury and property damage combined. The Supplier shall also maintain workers’ compensation or other similar insurance offering statutory coverage and containing statutory limits. Such policies must (i) be occurrence rather than claims-made policies (ii) name the ISO as an additional insured for covered incidents related to activities under this Agreement (other than workers’ compensation or similar insurance) and (iii) contain a provision stating that such policy or policies may not be cancelled or materially altered except after thirty (30) days’ written notice to the ISO. Upon the Effective Date of this Agreement, the Supplier shall furnish to the ISO a certificate or certificates of such insurance, reflecting the ISO as an additional insured.

ARTICLE 6

FORCE MAJEURE EVENTS

6.1 Notice of Force Majeure Event. Neither Party will be liable or deemed to be in breach of this Agreement for failure of performance under this Agreement due to a Force Majeure Event. If any Party is unable to perform its obligations under this Agreement due to a Force Majeure Event, the Party unable to perform shall promptly notify the other Party.

6.2 Effect of Force Majeure Event. In the event that a Force Majeure Event prevents the LRP Resource from being available to the ISO for a period in excess of sixty (60) consecutive days (the “Unavailability Period”), the ISO, in its sole discretion, may terminate this Agreement by providing five (5) days notice to Supplier declaring the ISO’s intention to terminate this Agreement; provided, however, that for purposes of its right to terminate this Agreement, the ISO may extend the Unavailability Period in its sole discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the ISO be obligated to make any payments under this Agreement for an LRP Resource during any period that such LRP Resource is unavailable due to a Force Majeure Event.

6.3 Remedial Efforts. The Party unable to perform by reason of a Force Majeure Event shall use reasonable efforts to remedy its inability to perform and to mitigate the consequences of the Force Majeure Event as soon as reasonably practicable; provided that (i) no Party shall be required to settle any strike, walkout, lockout, or other labor dispute on terms which, in the Party’s sole discretion, are contrary to its interests and (ii) the Party unable to perform shall, as soon as practicable, advise the other Party of the reason for its inability to perform, the nature of any corrective action needed to resolve performance, and its efforts to remedy its inability to perform and to mitigate the consequences of its inability to perform and shall advise the other Party of when it estimates it will be able to resume performance of its obligations under this Agreement.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES

7.1 Representations and Warranties.

7.1.1 As of the Effective Date, ISO represents and warrants to Supplier as follows:

(a) ISO is a validly existing corporation with full authority to enter into this Agreement.

(b) ISO has taken all necessary measures to have the execution and delivery of this Agreement authorized, and upon the execution and delivery of this Agreement, this Agreement shall be a legally binding obligation of ISO.

(c) ISO has or will have all regulatory authorizations necessary for it to perform its obligations under this Agreement.

(d) The execution, delivery, and performance of this Agreement are within the ISO’s powers and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law applicable to it.

7.1.2 As of the Effective Date, Supplier represents and warrants to ISO as follows:

(a) Supplier is a validly existing entity with full authority to enter into this Agreement.

(b) Supplier, or its affiliate, has or will have the legal authority and physical capability (either on its own behalf or as Agent for the Supplier of the LRP Resource) to meet all of its obligations under this Agreement.

(c) Supplier has taken all necessary measures to have the execution and delivery of this Agreement authorized, and upon the execution and delivery of this Agreement, this Agreement shall be a legally binding obligation of Supplier.

(d) The execution, delivery, and performance of this Agreement are within the Supplier’s powers and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party, or any Law applicable to it.

(e) All of the statements made in the Supplier’s RFP proposal are accurate.

(f) The Supplier’s LRP Resource (and each Resource) is located within SWCT and satisfies all of the eligibility criteria set forth in the RFP.

ARTICLE 8

TERM AND TERMINATION

8.1 Term.

8.1.1 Initial Term. This Agreement shall be effective as of the Effective Date and shall continue in effect through September 30, 2007 (the “Initial Term”), provided, however, that the applicable provisions of this Agreement shall continue in effect after any termination to the extent necessary to provide for final billing and payment, and the provisions of Article 9 shall survive termination.

8.1.2 Option to Extend. The ISO may extend this Agreement for an additional one-year term (an “Extension Term”) by notice given no later than ninety (90) days prior to expiration of the Initial Term.

8.2 Termination.

8.2.1 Termination for Default. If (a) any Party shall fail to perform any obligation imposed on it by this Agreement and that obligation has not been waived or suspended, or payment has not been adjusted for such failure pursuant to this Agreement or (b) any representation or warranty made by either Party under this Agreement shall prove to have been incorrect in any material respect, the other Party, at its option, may terminate this Agreement by giving the Party in default written notice setting out specifically the circumstances constituting the default and declaring its intention to terminate this Agreement. If the Party receiving the notice does not, within ten (10) days after receiving the notice, remedy the default, the Party not in default shall be entitled by a further written notice to terminate this Agreement. The Party not in default shall have a duty to mitigate damages. Termination of this Agreement pursuant to this Section 8.2 shall be without prejudice to the right of Supplier or ISO to collect any amounts due to it prior to the time of termination. No default shall exist where a failure to perform any material obligation is the result of a Force Majeure Event or act or omission of the other Party.

8.2.2 Additional ISO Rights of Termination. This Agreement may also be terminated by the ISO in accordance with Sections 2.5, 6.2, and 10.4.

8.2.3 Supplier Right of Termination for Financing. The Supplier may terminate this Agreement on or prior to June 1, 2004, in the event it has not received the approval of its lender for acceptable financing of Supplier’s undertakings with respect to the Agreement.

8.3 Effect of Termination or Expiration. Termination or expiration of this Agreement shall not affect the accrued rights and obligations of either Party, including either Party’s obligations to make all payments to the other Party pursuant to this Agreement.

ARTICLE 9

REMEDIES

9.1 Damages and Other Relief.

9.1.1 Liability of ISO. Subject to receipt of payments from the Market Participants of amounts due under this Agreement, other than for failure to make a payments as provided in Article 4, the ISO shall not be liable to Supplier for actions or omissions by the ISO in performing its obligations under this Agreement, provided it has not willfully breached this Agreement or engaged in willful misconduct. To the extent Supplier has claims against the ISO, Supplier may only look to the assets of the ISO for the enforcement of such claims and may not seek to enforce any claims against the directors, members, officers, or employees of the ISO who, Supplier acknowledge and agree, have no personal liability for obligations of the ISO by reason of their status as directors, members, officers, or employees of the ISO.

9.1.2 Liability of Supplier. Except as provided in Sections 2.5 and 8.2, Supplier shall not be liable to the ISO for actions or omissions by Supplier in performing its obligations under this Agreement, provided that Supplier has not willfully breached this Agreement or engaged in willful misconduct.

9.1.3 Limitation of Liability. Except as provided in Section 2.5 and 8.2, in no event shall Supplier be liable to the ISO or the ISO be liable to Supplier for any incidental, consequential, multiple or punitive damages, loss of revenues or profits, attorneys fees or costs arising out of, or connected in any way with the performance or non-performance of this Agreement.

9.1.4 Indemnification. Supplier shall indemnify, defend and save harmless the ISO and its directors, officers, members, employees and agents from any and all damages, losses, claims and liabilities by or to third parties arising out of or resulting from the performance by the ISO under this Agreement or the actions or omissions of Supplier or any Customer in connection with this Agreement, the LRP Resource or any Resource, except in cases of gross negligence or willful misconduct by the ISO or its directors, officers, members, employees or agents. Supplier agrees that it shall require any entity with which it contracts to provide direct load control services in conjunction with this Agreement to indemnify, defend and save harmless the ISO and its directors, officers, members, employees and agents from any and all damages, losses, claims and liabilities by or to third parties arising out of or resulting from the actions or omissions of Supplier or Customer in connection with this Agreement, the LRP Resource or any Resource.

9.1.5 Liquidated Damages. The Parties agree that it will be impractical and extremely difficult to determine the actual damages, which ISO will sustain in the event supplier fails to make the LRP Resource available pursuant to Section 2.5. Accordingly, the Parties acknowledge and agree that the ISO shall be entitled, in addition to any other available remedies, to liquidated damages set forth in Section 2.5 as a reasonable pre-estimate of the probable losses and damages to be sustained by the ISO in such circumstances. Such liquidated damages, although inadequate to compensate the ISO, are intended to constitute compensatory damages.

ARTICLE 10

MISCELLANEOUS PROVISIONS

10.1 Assignment.

10.1.1 Neither of the Parties shall assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Any such assignment or delegation made without such written consent shall be null and void. Upon any assignment made in compliance with this Section 10.1, this Agreement shall inure to and be binding upon the successors and assigns for the assigning Parties.

10.1.2 Notwithstanding Section 10.1.1, each Party may, without the need for consent from the other Party (and without relieving itself from liability hereunder), transfer or assign this Agreement: (i) to an Affiliate, or (ii) after the Service Date, where such transfer is incidental to a merger or consolidation with, or transfer of all, or substantially all, of the assets of the transferor to another person, business entity, or political subdivision or public corporation created under the Laws governing the creation and existence of the transferor which shall as a part of such succession assume all of the obligations of the assignor or transferor under this Agreement. Any Party may collaterally assign its rights in this Agreement to its lenders without the need for consent from the other Party.

10.2 Notices. Except as otherwise expressly provided in this Agreement or required by Law, all notices, consents, requests, demands, approvals, authorizations and other communications provided for in this Agreement shall be in writing and shall be sent by personal delivery, certified mail, return receipt requested, facsimile transmission, or by recognized overnight courier service, to the intended Party at such Party’s address set forth below. All such notices shall be deemed to have been duly given and to have become effective: (a) upon receipt if delivered in person or by facsimile; (b) two days after having been delivered to an air courier for overnight delivery; or (c) seven days after having been deposited in the United States mail as certified or registered mail, return receipt requested, all fees pre-paid, addressed to the applicable addresses set forth below. Each Party’s address for notices shall be as follows (subject to change by notice in accordance with the provisions of this Section 10.2):

Each Party shall provide notice of any change in the above notice provisions to the other Party.

10.3 Party Representatives. All Parties to this Agreement shall ensure that throughout the term of this Agreement, duly appointed representatives are available for communications between the Parties. The representatives shall have full authority to deal with all day-to-day matters arising under this Agreement. Acts and omissions of representatives shall be deemed to be acts and omissions of the Party. Supplier and ISO shall be entitled to assume that the representatives of the other Party are at all times acting within the limits of the authority given by the representative’s Party. Representatives for each Party shall be identified in Schedule II. The Parties may at any time replace their representatives by giving notice to the other Party.

10.4 Effect of Invalidation, Modification, or Condition. Each covenant, condition, restriction, and other term of this Agreement is intended to be, and shall be construed as, independent and severable from each other covenant, condition, restriction, and other term. If any covenant, condition, restriction, or other term of this Agreement is held to be invalid or otherwise modified or conditioned by any Governmental Authority, the invalidity, modification, or condition of such covenant, condition, restriction, or other term shall not affect the validity of the remaining covenants, conditions, restrictions, or other terms hereof. If an invalidity, modification, or condition has a material impact on the rights and obligations of the Parties, the Parties shall make a good faith effort to renegotiate and restore the benefits and burdens of this Agreement as they existed prior to the determination of the invalidity, modification, or condition.

If the Parties fail to reach agreement, then the Party whose rights and obligations have been adversely affected may, in its sole discretion, terminate this Agreement.

10.5 Amendments. Any amendments or modifications of this Agreement shall be made only in writing and duly executed by all Parties to this Agreement. Such amendments or modifications shall become effective only after the Parties have received any authorizations required under applicable Laws.

10.6 Governing Law. This Agreement shall be governed by and construed under the Laws of the State of Delaware without regard to conflicts of laws principles.

10.7 Entire Agreement. This Agreement consists of the terms and conditions set forth herein, as well as the Appendices hereto, which are incorporated by reference herein and made a part hereof. This Agreement contains the entire agreement between the Parties and supersedes all prior negotiations, undertakings, agreements and business term sheets related to the subject matter hereof.

10.8 Independent Contractors. Supplier and ISO acknowledge that as between Supplier and the ISO there is an independent contractor relationship, and that nothing in this Agreement shall create any joint venture, partnership, or principal/agent relationship between the Parties. Except as otherwise provided herein, neither Supplier nor ISO shall have any right, power, or authority to enter into any agreement or commitment, act on behalf of, or otherwise bind the other Party in any way.

10.9 Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original and all of which shall be deemed one and the same Agreement.

10.10 Confidentiality. Confidential information acquired by either Party pursuant to this agreement shall be governed by the NEPOOL Information Policy.

10.11 Beneficiaries. Nothing in this Agreement, whether express or implied, confers any rights or remedies under, or by reason of, this Agreement on any persons other than the Parties and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligations or liability of any third party, nor give any third person any rights of subrogation or action against any Party.

10.12 Waiver. The failure to exercise any remedy or to enforce any right provided in this Agreement or applicable Law shall not constitute a waiver of such remedy or right or of any other remedy or right. A Party shall be considered to have waived any remedies or rights only if the waiver is in writing.

IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.

IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into this 31st day of May, 2004, by and between Pinpoint Power LLC, a Massachusetts limited liability company, having an address of 1040 Great Plain Avenue, 2nd floor, Needham, Massachusetts 02492 (“Pinpoint”) and Comverge, Inc., a Delaware corporation having an address of 120 Eagle Rock Avenue, Suite 190, East Hanover, New Jersey 07936 (“Comverge”).

WHEREAS, Pinpoint and ISO New England, Inc. (“ISO,” the operator of the New England regional wholesale electricity transmission system) have entered into a certain Agreement for Supplemental Installed Capacity Southwest Connecticut, dated as of April 15, 2004 and amended May 14, 2004 (the “ISO Agreement”);

WHEREAS, Pinpoint submitted to ISO a proposal dated January 21, 2004, in response to a Request for Proposals issued by ISO for Supplemental Installed Capacity in Southwest Connecticut (the “Pinpoint Proposal”);

WHEREAS, pursuant to the ISO Agreement, Pinpoint shall provide direct load control services in the area of Southwest Connecticut, as directed by ISO;

WHEREAS, Pinpoint has agreed to assign to Comverge the ISO Agreement, and Comverge has agreed to accept such assignment thereof and to assume the rights and obligations contained therein, all as subject to certain terms and conditions;

WHEREAS, pursuant to section 10.1 of the ISO Agreement, such assignment requires the consent of ISO; and

WHEREAS, in conjunction with the consent of ISO to this assignment Pinpoint and Comverge desire the agreement and acknowledgement of ISO regarding certain provisions of the ISO Agreement;

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants contained in this Agreement, Pinpoint and Comverge hereby agree as follows.

The effectiveness of this Agreement, and the rights and obligations of the parties set forth herein, shall be subject to the express written consent of ISO, as provided below.

Pinpoint hereby assigns, transfers, and sets over unto Comverge, its successors, and its assigns, the ISO Agreement, and all of Pinpoint’s rights, interests, obligations, and liabilities, whether known or unknown, existing or contingent, in, to, or with respect to the ISO Agreement.

3. Acceptance of Assignment.

Comverge hereby accepts such assignment and assumes all of the obligations and liabilities, whether known or unknown, existing or contingent, in, to, or with respect to the ISO Agreement.

4. Financial Consideration.

Comverge shall pay to Pinpoint the following amounts:

4.1 Comverge shall pay to Pinpoint seventy-five thousand dollars ($75,000) on the later of (a) the date of this Agreement, or (b) the Effective Date of the ISO Agreement; and

Late payments made hereunder shall accrue interest at an annual rate of twelve percent (12%), compounded monthly.

5. Documentation and Right to Audit.

5.1 Pinpoint shall provide to Comverge all economic models and other analyses performed in preparation of the Pinpoint Proposal that are not subject to existing confidentiality and non-disclosure agreements. Comverge will enter into an appropriate non-disclosure agreement with respect to such models and analyses at the request of Pinpoint.

5.2 In conjunction with its payments made pursuant to section 4.2 hereof, Comverge will also promptly transmit to Pinpoint a copy of the monthly settlement statement from ISO for LRP Resources, as that term is defined in the ISO Agreement, provided pursuant to the ISO Agreement. Pinpoint shall have the right to audit Comverge’s settlement account in order to verify the amounts owed under this Agreement, and Comverge shall provide all reasonable cooperation with respect to such audit.

6. Indemnification.

Comverge hereby agrees to indemnify and hold harmless Pinpoint and its subsidiaries, affiliates, members, managers, officers, employees, attorneys, and agents from and against any and all losses, liabilities, claims, demands, judgments, costs, or expenses (including reasonable

-2-

attorneys’ fees), past and future, arising out of or related to any liabilities assumed pursuant to this Agreement, including all known, all contingent, and all future liabilities relating to the ISO Agreement.

7.1 This Agreement shall inure to the benefit of and bind the respective successors and assigns of the parties hereto. No assignment of the rights and obligations of a party hereto shall be effective without the prior written consent of the other party; provided, however, that Pinpoint shall be entitled to assign its right to receive payments hereunder without the consent of Comverge.

7.2 The interpretation and performance of this Assignment and Assumption Agreement shall be in accordance with and controlled by the internal laws of the Commonwealth of Massachusetts, without regard to the principles of the conflict of laws.

7.3 This Agreement shall constitute the entire agreement between the parties relating to the subject matter hereof, and all previous agreements, discussions, communications, and correspondence with respect to the subject matter hereof shall be superseded by the execution hereof and shall no longer be of any force or effect. This Agreement shall not be modified or amended except in writing signed on behalf of each party hereto by its duly authorized officer.

7.4 If at any time any party requests that another such party take any reasonable further action to carry out the purpose of this Agreement or to further effectuate the transactions contemplated herein, such other party shall promptly take such action (including the prompt execution and delivery of any and all further agreements, instruments, and documents).

7.5 This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Facsimile signatures on this Assignment and Assumption Agreement shall be deemed to be original signatures.

IN WITNESS WHEREOF, Pinpoint and Comverge, by their officers thereunto duly authorized, have executed this Assignment and Assumption Agreement as of the day and year first above written.

-3-

CONSENT AND AGREEMENT OF ISO NEW ENGLAND INC.

Referenced is hereby made to that certain Agreement for Supplemental Installed Capacity Southwest Connecticut (Honeywell – Direct Load Control) (the “Agreement”) dated as of April 15, 2004 and amended May 14, 2004 by and between ISO New England Inc. as agent for the Market Participants in the New England Control Area (the “ISO”) and Pinpoint Power, LLC (the “Company”). Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement. Pursuant to the Agreement, ISO hereby consents to the assignment and assumption set forth below and further agrees as follows:

1. Pursuant to Section 10.1 of the Agreement, ISO hereby approves of the assignment of the Agreement to Comverge, Inc. (“Comverge”).

2. Pursuant to Section 3.1.2 of the Agreement, ISO hereby approves of the substitution of Comverge’s Resources for those of the Company including the substitution of direct control of residential central air-conditioning units for direct control of commercial central air-conditioning units as required to achieve the Committed Capacity Amount subject to the condition that the default unit capacity of a residential installation shall be 1.5 kW. Without limitation, such approval includes the right of Comverge to substitute Direct Control Units and other Comverge direct load control hardware and software for Honeywell Thermostats and other hardware and software as described in that certain Pinpoint Proposal dated January 21, 2004. In conjunction with these approvals pursuant to Section 3.1.2, ISO agrees and consents to Comverge’s M&V Plan, attached hereto as Exhibit A.

3. ISO agrees and acknowledges that the number of installations required by Section 2.4 of the Agreement, in order to avoid becoming subject to liquidated damages, shall be the Committed Capacity Amount, as that term is defined in the Agreement, divided by the default unit capacity of 2.0 kW as described in that certain Pinpoint Proposal dated January 21, 2004; provided, however, that the default unit capacity of a residential installation shall be 1.5 kW as stated above.

4. ISO agrees and consents to an errata filing of a corrected Schedule IV, attached hereto as Exhibit B, in conjunction with the Company’s pending filing of the May 14, 2004 amendment of the ISO Agreement.

Agreed and acknowledged this 1rst day of June, 2004: