Exhibit 10(a)

AGREEMENT FOR OPERATION, MAINTENANCE AND MANAGEMENT SERVICES FOR
     THE TOWNSHIP OF EDISON'S MUNICIPAL WATER SYSTEM




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TABLE OF CONTENTS

Page

ARTICLE I.  DEFINITIONS

           Section 1.1.  2
           Section 1.2. 11

ARTICLE II.  AGREEMENT

           Section 2.1.   Operation, Maintenance and Management of
                     System 12

ARTICLE III.  TERM

           Section 3.1.   Term 13
           Section 3.2.   Extension 13

ARTICLE IV.  CONDITIONS PRECEDENT

           Section 4.1.   General 15
           Section 4.2.   Conditions to Township's Obligations 15
           Section 4.3.   Conditions to Operator Obligations 18
           Section 4.4.   Satisfaction of Conditions Precedent 21
           Section 4.5.   Timing of Certain Obligations 23

ARTICLE V.  REPRESENTATIONS, WARRANTIES AND COVENANTS

           Section 5.1.   Township Representations, Warranties and
                     Covenants 25
           Section 5.2.   Operator Representations, Warranties and
                     Covenants 26

ARTICLE VI.
OPERATION, MAINTENANCE, MANAGEMENT OF AND
CAPITAL IMPROVEMENTS TO THE SYSTEM

           Section 6.1.   General 28
           Section 6.2.   Inventory 33
           Section 6.3.   Maintenance Management Program 33
           Section 6.4.   Software Program 34
           Section 6.5.   Testing and Laboratory Analysis 34
           Section 6.6.   Reporting Requirements 36
           Section 6.7.   Staffing 39
           Section 6.8.   Licenses 42
           Section 6.9.   Compliance with Laws, Regulations and
                     Permits 43
           Section 6.10.  Safety and Security 44
           Section 6.11.  Continuity of Service 45
           Section 6.12.  Emergency Situations 46
           Section 6.13.  Access to System and Records 47
           Section 6.14.  Meters and AMR Devices 49
           Section 6.15.  Water Quality Standards 50
           Section 6.16.  Operations Committee 50

ARTICLE VII.  SYSTEM CAPITAL IMPROVEMENTS

           Section 7.1.   Minimum Capital Improvements and
                     Additional Capital Improvements
                     to the System 52

ARTICLE VIII.  FINANCIAL TERMS

           Section 8.1.   The Initial Concession Payment 55
           Section 8.2.   The Annual Payment 55
           Section 8.3.   Revenue Sharing 55
           Section 8.4.   Establishment and Collection of Rates,
                     Fees and Charges 56
           Section 8.5.   Billing and Collections 60
           Section 8.6.   Application of Rents, Rates, Fees and
                     Other Charges 61

ARTICLE IX. DEFAULT AND TERMINATION

           Section 9.1.   General Provisions 63
           Section 9.2.   Termination for Cause by the Township 63
           Section 9.3.   Termination for Cause by the Operator 67
           Section 9.4.   Termination for Unenforceability of
                     Agreement 73
           Section 9.5.   Optional Termination by the Township 75

ARTICLE X.  MISCELLANEOUS

           Section 10.1.  Insurance 76
           Section 10.2.  Indemnification 80
           Section 10.3.  New Equipment 82
           Section 10.4.  Enforcement 82
           Section 10.5.  Assignment 83
           Section 10.6.  Affirmative Action 83
           Section 10.7.  Entire Agreement 85
           Section 10.8.  Notices 86
           Section 10.9.  Public Notices 87
           Section 10.10. Application of Law 87
           Section 10.11. Relationship 87
           Section 10.12. Public Relations 87
           Section 10.13. Notice of Litigation 88
           Section 10.14. Cost Substantiation 88
           Section 10.15. Unforeseen Events 89
           Section 10.16. Dispute Resolution 90
           Section 10.17. Provisions Relating to Wheeling 91
           Section 10.18. Expiration of the Agreement 92


SCHEDULES

      Schedule ABase Service Rate
      Schedule BGuaranty Agreement
      Schedule CMinimum Administrative Criteria
      Schedule DMinimum Capital Improvements
      Schedule EMinimum Financial Criteria
      Schedule FMinimum Technical Criteria
      Schedule GOperating Performance Standards
      Schedule HWater Supply Agreements
      Schedule IFacilities to Receive Free Services
      Schedule JEmployees to be Hired or Paid for the
                     Contract Partner
      Schedule KAnnual Payments




<PAGE>
AGREEMENT FOR
OPERATION, MAINTENANCE AND MANAGEMENT SERVICES FOR
THE TOWNSHIP OF EDISON'S MUNICIPAL WATER SYSTEM


      THIS AGREEMENT, made this 25th Day of June, 1997, by and between the
TOWNSHIP OF EDISON, a municipal corporation of the State of New Jersey (the
"Township") and Edison Water Company, a New Jersey corporation doing business
at 600 South Avenue, Westfield, New Jersey 07091-0788 (the "Operator").
W I T N E S S E T H:
      WHEREAS, the Township currently owns and operates a water transmission
and distribution system (hereinafter referred to as the "System") within the
Township limits of the Township; and
      WHEREAS, the Operator is engaged in the business of operating,
maintaining and managing water utilities; and
      WHEREAS, it is the mutual desire of the parties to enter into an
agreement to provide for the operation, maintenance, management and
improvement of the System; and
      WHEREAS, the Township Council of the Township has determined that the
public health, safety, and welfare of the residents of the Township can best
be protected by entering into an agreement to provide for the operation,
maintenance, and management of the System;
      NOW, THEREFORE, in consideration of the mutual covenants, conditions and
terms contained herein, the parties hereto, intending to be legally bound
hereby, agree as follows:





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ARTICLE I.  DEFINITIONS

      Section 1.1.   The following definitions shall apply to and are used in
this Agreement:
      "Act" means the Water Act hereinafter defined.
      "Actual Defeasance Amount" means the amount necessary to completely
effect the Defeasance of the System Indebtedness.
      "Additional Capital Improvements" means the additional Capital
Improvements undertaken pursuant to Section 7.1(b).
      "Additional Capital Improvements Charge" means that portion of the Total
User Charge Rate that funds any Additional Capital Improvements to the System
pursuant to Section 8.4(c).
      "Agreement" means this "Agreement for Operation, Maintenance and
Management Services for the Township of Edison's Municipal Water System"
executed by and between the Township and the Operator.
      "AMR" means encoder meters and appurtenances readable on the outside of
the user's structure.
      "Annual Payment" means the annual payment paid by the Operator to the
Township in accordance with Section 8.2.
      "Authorized Representative" means, in the case of the Operator, the
individual(s) specified in writing by the Operator, as the representative of
the Operator for all purposes of this Agreement and, in the case of the
Township, such representative of the Township designated in writing by the
Township.
      "Bankruptcy Code" means The Bankruptcy Code, 11 U.S.C. (101 et seq.), as
amended from time to time and any successor statute thereto.
      "Base Service Rate" means that portion of the Total User Charge Rate
paid by customers of the System equal to the rates set forth in Schedule A to
this Agreement.
      "Board" means the New Jersey Board of Public Utilities.
      "Capital Improvements" means improvements to the System that (a) have a
five year or greater useful life, (b) are non-consumable in nature, (c) cost
in excess of $50,000 per occurrence in the case of water main breaks, (d)
constitute a permanent part of the System, and (e) do not constitute a
maintenance or repair item.
      "CERCLA" shall have the meaning set forth in Section 6.9.
      "Commencement Date" means the date when the Operator must begin
rendering the Services specified in the Notice to Proceed.
      "Contract Date" means the date of execution of this Agreement.
      "Contract Year" means a one-year period commencing on July 1 and ending
on June 30 in each year during the term of this Agreement, which in the case
of the first Contract Year shall be the period beginning on the Commencement
Date and ending on June 30, 1998.
      "Cost Substantiation" shall have the meaning set forth in Section 10.14.
      "Day" means a calendar day of twenty-four hours measured from midnight
to the next midnight.
      "Defease" or "Defeasance" means the full payment or provision for the
full payment of the System Indebtedness in accordance with the requirements
of the Local Bond Law (N.J.S.A. 40A:2-1, et seq.) and the Internal Revenue
Code of 1986, as amended.
      "DEP" or "Department" means the New Jersey Department of Environmental
Protection or any successor agency.
      "EPA" means the United States Environmental Protection Agency or any
successor agency.
      "Escrow Agent" means a bank or trust company appointed to hold the
Interim Defeasance Fund and Initial Concession Payment Escrow Account.
      "Estimated Defeasance Amount" means $620,000.
      "Fiscal Year" means a period of twelve consecutive months commencing on
July 1 and ending in the following June 30 or any other fiscal year
implemented by the Township.
      "Fixed Rate Period" shall have the meaning assigned to such term in
Section 8.4(b).
      "Guarantor" means E'town Corporation, a New Jersey corporation doing
business at 600 South Avenue, Westfield, New Jersey.
      "Guaranty Agreement" means the guaranty agreement between the Guarantor
and the Township included in Schedule B to the Agreement.
      "Initial Concession Payment" means $5,076,599.89 (which amount includes
the forgiveness of $246,899.89 previously owed to the Operator and a cash
payment of $4,829,700).
      "Initial Concession Payment Escrow Account" means the account
established pursuant to Section 8.1.
      "Interim Defeasance Fund" means the fund established pursuant to Section
4.5(c).
      "Local Finance Board" means the Local Finance Board of the Division of
Local Government Services of the New Jersey Department of Community Affairs.
      "Local Public Contracts Law" means N.J.S.A. 40A:11-1 et seq.
      "Minimum Administrative Criteria" means the minimum administrative
requirements applicable to the Operator as set forth in Schedule C to this
Agreement.
      "Minimum Capital Improvements" means the minimum Capital Improvements to
the System set forth in Schedule D to this Agreement, together with any
substitute Capital Improvements permitted by Section 7.1(a).
      "Minimum Financial Criteria" means the financial requirements applicable
to the Operator as set forth in Schedule E to this Agreement.
      "Minimum Technical Criteria" means the technical requirements applicable
to the Operator as set forth in Schedule F to this Agreement.
      "Net Revenues" means the total revenues paid to the Operator under a
wheeling agreement after the deduction therefrom of all direct costs incurred
by the Operator (subject to Cost Substantiation) for the purchase,
transmission, treatment and metering of such water and construction and
financing of Capital Improvements necessary to wheel purchased water.
      "Notice to Proceed" means a notice issued by the Township after
satisfaction or waiver of all of the conditions precedent set forth in
Article IV that establishes the Commencement Date.
      "Operating Standards" means the operating performance standards as set
forth in Schedule G to this Agreement.
      "Operations Committee" means the committee established pursuant to
Section 6.16.
      "Operator" means Edison Water Company, a New Jersey corporation doing
business at 600 South Avenue, Westfield, New Jersey 07091-0788.
      "OSHA" shall have the meaning set forth in Section 6.9.
      "Pass-through Charge" means that portion of the Total User Charge Rate
used to reimburse the Operator, on a dollar-for-dollar basis, for additional
costs resulting from the occurrence of an Unforeseen Event pursuant to
Section 8.4(b) or for any loss in revenues as a result of a rate freeze by
the Township on all customers that are 65 years or older provided, however,
in no event shall the Township impose such a rate freeze which reduces total
revenues by more than ten percent (10%) per year, and provided further that
the Township has obtained an opinion of counsel that such a rate freeze is
legal.
      "Pass-through Credit" means the reduction in the Total User Charge Rate
to give the Township the benefit, on a dollar-for-dollar basis, of the
reduction in costs resulting from the occurrence of Unforeseen Event pursuant
to Section 8.4(b).
      "Permits" means permits, approvals, certifications, authorizations or
consents and/or licenses issued by the EPA, the Department, or any other
federal, state or local regulatory agency or private party that is necessary
for the proper operation of the System.
      "Proposal" means the Proposal submitted by the Operator in response to
the RFQ/RFP.
      "RFQ/RFP" means the "Request for Qualifications and Proposals for a
Public/Private Agreement for Operation, Maintenance and Management Services
for the Township of Edison, New Jersey" dated September 19, 1996, as amended
by the Township, and subsequent addenda and clarifications, issued by the
Township in connection with procurement of the Services.
      "Services" means all of the duties, obligations, and services as defined
herein to be provided by the Operator that are related to the management,
operation, maintenance and Minimum Capital Improvements required to be
undertaken by the Operator, or any combination thereof, of the System, or for
provision of complete operating staff, energy and other consumables,
management, performance, operation and maintenance of the System.
      "Substitute Minimum Capital Improvements" shall have the meaning set
forth in Section 7.1(a).
      "System" means all of the individual components and elements that
comprise the potable water system of the Township.
      "System Indebtedness" means the aggregate amount of $495,000 of General
Obligation Refunding Bonds, Series 1992 dated November 15, 1992 and
previously issued by the Township to finance a portion of the System, which
bonds are scheduled to mature on June 1 in each of the years 1998 and 1999 in
the amount of $110,000; June 1, 2000 in the amount of $105,000; June 1, 2001
in the amount of $95,000; June 1, 2002 in the amount of $60,000; and June 1,
2003 in the amount of $15,000.
      "Term" means the term of this Agreement as determined in accordance with
Section 3.1.
      "Total User Charge Rate" means the sum of the Base Service Rate, the
Additional Capital Improvements Charge, the Pass-through Charge or
Pass-through Credit, as the case may be, and the Township Administrative Fee.
      "Township" means the Township of Edison, a public body corporate and
politic of the State of New Jersey.
      "Township Administrative Fee" means the annual fee charged by the
Township beginning in the Contract Year that commences on July 1, 1999 and
included in the Total User Charge Fee pursuant to Section 8.4(d) which amount
shall not exceed $150,000 per year.
      "Unforeseen Events" means circumstances beyond the control of the
parties hereto consisting of: (a) changes in rates charged by any outside
supplier of water to the Township from the amount charged for such water at
the time of execution of this Agreement or (b) any of the following acts,
events or conditions or any combination thereof (other than a labor strike by
the Operator, its employees, affiliates or subcontractors) that is (i)
unforeseeable as of the Contract Date, (ii) outside of the control of the
party relying thereon for justification for not performing an obligation or
complying with any condition required of such party under the Agreement; and
(iii) has had or may be reasonably expected to have a direct, material
adverse effect on the System or the operation thereof:
           (A)  Force Majeure events, such as acts of God, acts of terrorism,
           insurrections, riots, epidemics, landslides, lightning,
           earthquakes, fires, hurricanes, storms, floods, washouts, droughts
           and explosions, civil disturbances, acts of the public enemy, and
           war;
           (B)  Change in Law, defined as (1) the enactment of any law or
           regulations after the Contract Date (excluding (x) laws or
           regulations adopted at the time of execution of this Agreement but
           which have provisions that take effect after the first Contract
           Year and (y) pending changes in law reasonably anticipated to be
           enacted as of the Contract Date and (z) changes in federal or state
           income tax law); or (2) a material modification of or imposition of
           any material condition on the issuance, modification or renewal of
           any Permit, which, in the case of either (1) or (2) above,
           establishes requirements affecting the financing of, improvements
           to or operation of the System that are materially more burdensome
           than the most stringent requirements in effect as of the Contract
           Date;
           (C)  Judicial/Administrative Determinations, defined as the final
           order, judgment, action and/or determination of any federal, state
           or local court of competent jurisdiction, administrative agency or
           governmental body (other than the Township);
           (D)  Permit/License Termination, defined as the suspension,
           termination, interruption, denial or failure of renewal or issuance
           of any Permit (not caused by the action or inaction of either party
           hereto) that is necessary to improve, repair or operate the System.
           (E)  Fines imposed on the Township due to pre-existing conditions
           relating to the System.
      "Water Companies" means the Elizabethtown Water Company and Middlesex
Water Company.
      "Water Act" means the "New Jersey Water Supply Public-Private
Contracting Act", supplementing Title 58 of the Revised Statutes and amending
R.S. 48:2-13 and P.L. 1971, c. 198, enacted May 11, 1995 as Chapter 101 of
the Laws of 1995.
      "Water Supply Agreements" means collectively the agreements between the
Township and the Water Companies attached hereto as Schedule H.
      Section 1.2.   Whenever the context may require, any pronoun that is
used in this Agreement shall include the corresponding masculine, feminine
and neuter forms, and the singular shall include the plural and vice versa.
Unless otherwise noted, the words "include," "includes" and "including" when
used in this Agreement shall be deemed to be followed by the phrase "without
limitation".  The words "agree," "agreements," "approval" and "consent" when
used in this Agreement shall be deemed to be followed by the phrase "which
shall not be unreasonably withheld or unduly delayed," except or unless the
context may otherwise specify.



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ARTICLE II.  AGREEMENT

      Section 2.1.   Operation, Maintenance and Management of System.  On and
after the Commencement Date, the Township and the Operator, in combination
with each other in the manner herein described, shall operate, maintain and
manage the System on the terms and conditions set forth in this Agreement.




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ARTICLE III.  TERM

      Section 3.1.   Term.  The Term of this Agreement shall commence on the
Commencement Date and unless earlier terminated in accordance with the terms
hereof, shall expire on the twentieth anniversary date of the Commencement
Date, subject to such renewal as is contemplated in this Article III.
      Section 3.2.   Extension.  The Term of this Agreement may be extended by
the parties hereto upon substantially similar terms for up to two additional
five (5) year periods.  The Township shall notify the Operator, in writing,
of its desire to extend the Agreement at least twelve (12) months prior to
the expiration of the original Term or of any extension period.  Such notice
shall identify the period of the proposed extension and any proposed
modifications to the terms and conditions of this Agreement that would be
effective during such extension period.  The Operator shall respond, in
writing, to the Township's request for an extension within ninety (90) Days
of the Township's notice requesting an extension, which response shall
specify the Operator's acceptance, rejection or counter-proposals with
respect to the Township's proposed modifications, if any.  Unless otherwise
extended by agreement of the parties, if the Township and the Operator have
not agreed, in writing, on the proposed extension and the modification, if
applicable, of this Agreement six (6) months prior to the expiration of the
original Term or any extension period, as applicable, this Agreement shall
terminate on the last Day of the original Term or the extension period, as
the case may be.




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ARTICLE IV.  CONDITIONS PRECEDENT

      Section 4.1.   General.  The issuance of a Notice to Proceed and the
establishment of the Commencement Date shall be subject to the satisfaction
or waiver of the conditions precedent set forth in this Article IV.
      Section 4.2.   Conditions to Township's Obligations.  The Township shall
be under no obligation to issue a Notice to Proceed or to perform any of its
other obligations under the terms of this Agreement (other than those
obligations arising or relating to actions required to be taken by or on
behalf of the Township prior to issuance of the Notice to Proceed) unless the
following conditions have been satisfied or waived by the Township (in
writing):
           (a)  The Board and the Local Finance Board shall have finally
approved this Agreement and the time for appeal of such decision shall have
expired.
           (b)  The Operator and the Guarantor shall have been validly
organized and created and each shall be validly existing under the laws of
the jurisdiction in which it was incorporated, as evidenced by delivery of
(1) certified copies of the certificate of incorporation and the certificate
of good standing or their equivalent under applicable law; (2) an opinion of
counsel to the Operator and the Guarantor to such effect; and (3) such other
documentation as the Township may reasonably require to evidence satisfaction
of the requirements set forth in this Section 4.2(b).
           (c)  The Guarantor shall have delivered the Guaranty Agreement to
the Township and an opinion of counsel to the Guarantor stating that no
litigation is pending or threatened against the Guarantor which would impair
its ability to perform its duties under the Guaranty Agreement.
           (d)  The Operator shall have delivered to the Township (1) a
certificate of an Authorized Officer of the Operator, to the effect that each
of the representations of the Operator set forth in Section 5.2 are true and
correct and (2) an opinion of counsel to the Operator, in a form which is
reasonably satisfactory to the Township, to the effect set forth in Section
5.2(a) through (d).
           (e)  The Operator, its employees and/or its subcontractors, if
applicable, shall have obtained all applicable Permits that are necessary for
the operation, maintenance and management of the System, and that are not
expressly required to be obtained by the Township hereunder.
           (f)  The Operator shall have submitted to the Township all
appropriate certificates of insurance and, at the Township's option, copies
of all applicable endorsements to insurance policies, as are required by this
Agreement.
           (g)  No material action, suit, proceeding or official investigation
shall have been threatened, publicly announced or commenced by any federal,
state or local governmental authority or agency, or any other person, or in
any federal, state or local court, that seeks to enjoin, assess civil or
criminal penalties against, assess civil damage against or obtain any
judgment, order or consent decree with respect to the Operator, the
Guarantor, the Agreement or the Guaranty Agreement or any actions
contemplated in the Agreement or the Guaranty Agreement;
           (h)  No receiver, liquidator, custodian or trustee of the Operator
or the Guarantor or of a major part of either entity's property shall have
been appointed subsequent to the Contract Date, and no petition to reorganize
the Operator or the Guarantor pursuant to the Bankruptcy Code or any similar
statute that is applicable to the Operator or the Guarantor shall have been
filed subsequent to the Contract Date; and no adjudication of bankruptcy or a
filing for voluntary bankruptcy under the provisions of the Bankruptcy Code
or any other similar statute which is applicable to the Operator or the
Guarantor shall have been filed.
           (i)  No indictment or conviction has been returned against any
official of the Operator or the Guarantor with respect to any business
transaction, whether or not related to the transactions contemplated by the
terms of this Agreement or the Guaranty Agreement.
           (j)  The Operator and/or the Guarantor meets or exceeds the Minimum
Administrative Criteria, Minimum Financial Criteria and Minimum Technical
Criteria.
           (k)  No change shall have occurred subsequent to the Contract Date
in any applicable federal, state or local law, or any applicable federal,
state or local statute, regulation thereunder or written interpretation
thereof by any applicable regulatory authority, that would make the execution
or delivery by either party of this Agreement or the compliance by the
Township with the terms and conditions hereof or the consummation by the
Township of the transactions contemplated hereby, a violation of such law,
statute or regulation, or that would constitute a "Change in Law" as defined
in the definition of Unforeseen Events.
           (l)  The Operator shall have paid the greater of the Estimated
Defeasance Amount or the Actual Defeasance Amount, the System Indebtedness
shall have been Defeased and the Township shall have received an opinion of
nationally recognized bond counsel, in a form that is reasonably satisfactory
to the Township, to the effect that the System Indebtedness has been Defeased
and that the Defeasance of the System Indebtedness will not adversely affect
the tax-exempt status of such System Indebtedness.
      Section 4.3.   Conditions to Operator Obligations.  The Operator shall
be under no obligation to perform any obligations under the terms of the
Agreement (other than obligations arising or relating to actions required to
be taken by or on behalf of the Operator prior to issuance of the Notice to
Proceed) unless the following conditions have been satisfied or waived by the
Operator (in writing):
           (a)  The Board and the Local Finance Board shall have finally
approved this Agreement and the time for appeal of such decision shall have
expired.
           (b)  As promptly as possible after the satisfaction of the
conditions contained in Section 4.3(a) and 4.3(l), the Township shall have
delivered to the Operator a certificate of an Authorized Representative of
the Township to the effect that the System Indebtedness has been Defeased and
that, in all other respects, each of the representations of the Township that
are set forth in Section 5.1 are true and correct.
           (c)  The Township shall deliver an opinion of counsel to the
Township to the effect that the Township is authorized to enter into this
Agreement.
           (d)  No material action, suit, proceeding or official investigation
shall have been threatened, publicly announced or commenced by any federal,
state or local governmental authority or agency, or in any federal, state or
local court, that seeks to enjoin, assess civil or criminal penalties
against, assess civil damage against or obtain any judgment, order or consent
decree with respect to the Township or to the Agreement or any actions
contemplated in the Agreement as a result of the Township's negotiation,
execution, delivery or performance of any such agreement or its participation
or intended participation in any transaction contemplated thereby.
           (e)  No change shall have occurred subsequent to the Contract Date
in any applicable federal, state or local law, or any applicable federal,
state or local statute, regulation thereunder or written interpretation
thereof by any applicable regulatory authority, that would make the execution
or delivery by either party to this Agreement (or the execution or delivery
by the Guarantor of the Guaranty Agreement), the compliance by the Operator
and the Guarantor with the terms and conditions hereof and of the Guaranty
Agreement, as applicable, or the consummation by the Operator and the
Guarantor of the transactions contemplated hereby and in the Guaranty
Agreement, as applicable, a violation of such law, statute or regulation, or
that would constitute a "Change in Law" as defined in the definition of
Unforeseen Events.
           (f)  The Township shall have enacted by the Commencement Date, all
municipal laws, ordinances, or regulations necessary for the performance of
this Agreement.
      Section 4.4.   Satisfaction of Conditions Precedent. (a) The parties
hereto shall exercise good faith and due diligence in satisfying the
conditions precedent required by this Article IV and shall promptly proceed
to perform or cause to be performed those conditions precedent, or portions
thereof, that are within each party's control.
           (b)  If the Commencement Date has not occurred on or prior to two
hundred and seventy Days (270) after the Contract Date, the period in which
the conditions precedent can be satisfied or waived may be extended by joint
agreement of the Township and Operator, for a period of time to be agreed
upon by the Township and Operator, on the same terms and conditions set forth
in this Agreement, except to the extent expressly provided below.
           (c)  In the event that the Commencement Date shall not have
occurred on or before the two hundred and seventieth (270th) Day after the
Contract Date or prior to the last Day of any extension period elected
pursuant to Section 4.4(b), then either party, by notice in writing to the
other party, may terminate this Agreement.  If the reason for such
termination is the fault of neither party to the Agreement, then all amounts
paid by the Operator to the Township prior to such termination shall be
returned to such Operator and each partner shall bear its respective expenses
attributable to the Agreement.  In the event that such termination is the
fault of the Township for failure to meet conditions precedent within its
control, then the Township shall be responsible for all reasonable, direct
fees and expenses of the Operator attributable to the Agreement.  In the
event that such termination is the fault of the Operator for failure to meet
conditions precedent within its control, then the Township shall be entitled
to retain all amounts, including the Estimated Defeasance Amount and Initial
Concession Payment, paid by the Operator to the Township prior to such
termination, and each partner shall bear its respective expenses attributable
to the Agreement.
           (d)  The Operator and the Township shall each provide an executed
acknowledgment to the other of the date that each of the respective
conditions precedent to its obligations under this Agreement have been met or
waived and such acknowledgement shall be given within thirty (30) Days of the
date on which such condition is met or waived.  The Township shall furnish
the Notice to Proceed to the Operator within thirty (30) Days after the last
of the conditions precedent have been waived or satisfied, as provided in
this Article IV, and such Notice to Proceed shall set forth the Commencement
Date, which shall be not later than fifteen (15) Days after the issuance of
such Notice to Proceed.  Neither party will be permitted to terminate this
Agreement for failure to satisfy any condition precedent that is entirely and
reasonably within such party's control or which failure is determined to be
the Township's fault or the Operator's fault, as the case may be, as set
forth in Section 4.4(c).
      Section 4.5.   Timing of Certain Obligations. (a)  Pursuant to the Water
Act, this Agreement must be submitted to the Local Finance Board and the
Board for review and approval.  The Township shall be responsible for
obtaining such review and approval, and the Operator shall cooperate with the
Township in providing any assistance and information that is required in
order to obtain such review and approval.  In the event that the Local
Finance Board and/or the Board conditionally approve this Agreement or any
portion thereof and premise future approval on the acceptance of certain
proposed terms and conditions by the parties, to the extent that such terms
and conditions are immaterial terms and conditions in that such terms and
conditions do not (i) materially and adversely affect the rates to be charged
by the Township or the amount of the Initial Concession Payment and/or the
Annual Payment to be paid to the Township; (ii) impose restrictions on the
Township's use of the Initial Concession Payment and/or the Annual Payment;
or (iii) materially and adversely impact the cost to operate and maintain the
System (or any portion thereof), the parties shall accept such terms and
conditions and shall modify this Agreement to include such terms and
conditions.  If the proposed terms and conditions imposed by the Local
Finance Board or the Board are material terms and conditions in that such
terms and conditions (i) materially and adversely affect the rates to be
charged by the Township or the amount of the Initial Concession Payment
and/or the Annual Payment to be paid to the Township; (ii) impose
restrictions on the Township's use of the Initial Concession Payment and/or
the Annual Payment; or (iii) materially and adversely impact the cost to
operate and maintain the System (or any portion thereof), the parties shall
cooperate in good faith to negotiate acceptable terms and conditions to this
Agreement that will satisfy the concerns of the Local Finance Board or the
Board, as appropriate.
      (b)  On the Contract Date, the Operator shall pay to the Township the
full amount of the Initial Concession Payment less any outstanding balances
due to the Operator or subsidiaries thereof in accordance with, and subject
to, Section 8.1(a).
      (c)  The Operator shall have paid, in cash, the Estimated Defeasance
Amount into an escrow account (the "Interim Defeasance Fund") to be
established promptly upon the satisfaction of the condition described in
Section 4.2(a) and 4.3(a).  Following the Notice to Proceed, the Township may
withdraw moneys from said Interim Defeasance Fund for the Defeasance of the
System Indebtedness.  Any deficiency in the amount on deposit in the Interim
Defeasance Fund required for the Defeasance of the System Indebtedness shall
be paid by the Operator with an appropriate adjustment to the Base Service
Rate to reflect such additional payment.  Any excess amounts remaining in the
Interim Defeasance Fund following Defeasance of the System Indebtedness shall
be paid to the Township.




<PAGE>
ARTICLE V.  REPRESENTATIONS, WARRANTIES AND COVENANTS

      Section 5.1.   Township Representations, Warranties and Covenants.  The
Township hereby represents, warrants and covenants to the Operator as follows:
      (a)  The Township is a municipal corporation duly created and existing
pursuant to the laws of the State of New Jersey.  The Township has the
requisite power and authority to enter into this Agreement.
      (b)  The Township has the legal capacity and authority to assess the
rates and collect the fees for the Services to customers of the System that
are required to be established by the Township pursuant to Article VIII.  The
Township has and will, to the best of its ability, maintain for the Term of
this Agreement the legal capacity and authority to impose liens for the
nonpayment of such rates and fees.  Other than the System Indebtedness and
any indebtedness incurred for Additional Capital Improvements if such are
undertaken and paid for by the Township, there are and will be no liens,
notes, bonds, mortgages, encumbrances, or other entitlement to the revenues
of the System (other than connection fees, if any, which shall be retained by
the Township) whose claim is equal to or prior to the Operator's entitlement
to the revenues of the System pursuant to this Agreement, and no such liens,
notes, bonds, mortgages, or encumbrances or entitlement to the revenues
(other than connection fees) will be issued or imposed by the Township during
the Term of this Agreement which affect the priority of the Operator's rights
to the revenues provided for in this Agreement.
      (c)  To the Township's knowledge, there are no claims, suits, actions
pending or judgments entered which, if successful, would create an
encumbrance upon the revenues of the System which would have a priority over
the Operator's entitlement to the revenues of the System pursuant to this
Agreement or which otherwise would have a material adverse effect on the
ability of either the Operator or the Township to perform its obligations
hereunder.
      (d)  The Township has or holds, and will continue to have or hold
throughout the Term of this Agreement, all appropriate Permits necessary to
effectuate its responsibilities under this Agreement.
      Section 5.2.   Operator Representations, Warranties and Covenants.  The
Operator represents, warrants and covenants to the Township as follows:
      (a)  The Operator is a corporation duly organized and validly existing
in good standing in the State of New Jersey and is qualified and authorized
to do business in the State of New Jersey.
      (b)  The Operator has full power and authority to enter into this
Agreement and to perform its duties and obligations hereunder.  This
Agreement has been duly authorized, executed and delivered by the Operator,
is enforceable in accordance with its terms and the authorization, execution,
delivery and performance of this Agreement by the Operator will not violate
any law, judgment, order, ruling or regulation applicable to the Operator and
does not constitute a breach of or default under any agreement or instrument
by which the Operator is bound.
      (c)  The Operator (or the Operator's personnel, where appropriate) has
or holds, and will continue to have or hold throughout the Term of this
Agreement, all Permits necessary to operate, maintain and manage the System
and required to be obtained by the Operator in accordance with this Agreement.
      (d)  No litigation is pending or threatened against the Operator which
would impair its ability to perform its duties and obligations under this
Agreement.
      (e)  At all times during the Term of this Agreement, the Operator shall
keep the System free from any and all liens and encumbrances arising out of
or in connection with (i) its operation, maintenance and management of the
System, or (ii) any acts, omissions or debts of the Operator, the Guarantor,
any of their subsidiaries, or any of their subcontractors.
      (f)  At all times during the Term of this Agreement, the Operator and/or
the Guarantor shall meet and maintain the Minimum Administrative Criteria,
Minimum Financial Criteria and Minimum Technical Criteria.




<PAGE>
ARTICLE VI.
OPERATION, MAINTENANCE, MANAGEMENT OF AND
CAPITAL IMPROVEMENTS TO THE SYSTEM


      Section 6.1.   General.  The Operator shall do the following with
respect to the System:
      (a)  The Operator shall manage, operate, maintain, repair and improve
the System at all times on behalf of the Township in compliance with all
federal, state and local laws, regulations and Permits and in accordance with
this Agreement.  The Operator, at all times, shall keep the System in good
repair and working order and shall manage, operate, maintain, repair and
improve the System in an efficient and economical manner, all in accordance
with this Agreement, and otherwise in accordance with prudent industry and
utility practice.
      (b)  The Operator shall provide, at its cost and expense, all labor,
materials, machinery, vehicles, equipment, office equipment (copiers,
typewriters, computers, etc.), fuel, power, chemicals, supplies, materials,
spare parts, expendables, consumables, testing and laboratory analysis, and
all else necessary therefor or incidental thereto for the management,
operation, maintenance, repair and improvement of the System in accordance
with this Agreement and in accordance with applicable laws, ordinances and
regulations.
      (c)  The Operator shall as promptly as is reasonable respond to all
customer problems and emergencies relating to the System and shall maintain
at all times during the Term of this Agreement a toll-free twenty-four (24)
hour telephone number where users of the System can report any emergencies
from anywhere within the Township.
      (d)  The Operator shall provide, during the Term of this Agreement, free
Service to the Township offices, public buildings and other entities
identified in Schedule I to this Agreement.  The Township shall use its best
efforts to ensure that the recipients of such free Service (i) will not
unreasonably waste free water through improper maintenance of its facilities
within such recipients' control; and (ii) will implement reasonable water
conservation efforts including any reasonable efforts required by the
Operator.  The Operator may, at its expense, install meters for the
measurement of such free water.  The Township shall not be required to pay
any hydrant fee or any other water service related fees during the Term of
this Agreement.  The Operator shall also comply with the provisions of
N.J.S.A 40A:31-10.  The Township will not commit to provide any free Service
to any public or private resident of the Township after the Contract Date
without the prior written consent of the Operator; provided, however, that
such consent shall not be withheld for any public use similar in kind and
scope to municipal public users that receive free water service as of the
Contract Date.
      (e)  If, during the course of excavation work necessary to make repairs
and/or improvements to the System, hazardous or toxic waste or materials (as
defined in applicable federal and/or state laws and regulations) are
uncovered by the Operator, it shall not be the obligation of the Operator to
remove and dispose of such hazardous substance.  The Operator shall, however,
immediately notify the Township upon becoming aware of the presence of such
hazardous or toxic waste or materials, and shall immediately notify such
other governmental agencies as may be required by law and shall take such
further actions which in its opinion is necessary to assist the Township in
protecting the health, safety and welfare of the public.  The parties legally
responsible for the disposal, discharge, spill or leak shall pay all costs
for such removal of the offending materials and any clean-up activities
associated with such disposal, discharge, spill or leak.
      (f)  The Operator's response time for various customer inquiries and
System problems under normal conditions shall be as follows:
========================----------------------======================
                          Initiate Contact          Initiate
       Condition          with Complainants    Investigation/Work
========================----------------------======================
billing inquiry         same Day when         2 business Days
                        possible or within 1
                        business Day
========================----------------------======================
water main break        not applicable        as soon as possible
                                              but not later than 2
                                              hours
========================----------------------======================
water service complaint 2 business hours      1 business Day
----------------------------------------------======================
utility mark out        not applicable        3 business Days
                                              (completion); less
                                              for emergencies
----------------------------------------------======================
      (g)  The Operator shall perform periodic testing of the System,
including, without limitation, testing of the meters and AMR equipment
installed in the System in accordance with prudent industry and utility
practice.  Process meters shall be calibrated in accordance with manufacturer
requirements.  All generators shall be exercised at least on a weekly basis
provided that the Operator shall use its best efforts to schedule such
exercising at times to minimize inconvenience to residents resulting from
noise.
      (h) All sludges, scum, grit, screenings, trash and refuse generated by
or resulting from the operations or maintenance of the System shall be
disposed of in accordance with applicable regulations pertaining thereto.
      (i) The levels of the storage reservoirs and storage tanks, if any,
shall be monitored and controlled to ensure proper pressures for satisfactory
service and fire fighting capabilities within the System.
      (j)  All hydrants shall be flushed at least once a year and the
condition of, and maintenance performed on, the hydrants shall be recorded.
All hydrants found to be broken or inoperable shall be bagged and shall
immediately (within two (2) business Days after discovery) be replaced or
repaired.
      (k)  All water mains that become frozen or break shall be repaired or
replaced so as to minimize disruption of customer service.
      (l)  All inoperable, inaccurate or broken water meters shall be
immediately replaced upon discovery.
      (m) Maintenance and operations of the System shall include: routine
painting and repairs of structures, both interior and exterior; upon
discovery removal and replacement of broken or inoperable valves critical to
the safe operation of the System and/or hydrants; repair of main and service
breaks; calibration of instrumentation on a twice a year basis; hydrant
flushing (once a year) and maintenance; removal and replacement of broken,
inaccurate or inoperable customer meters; reading of meters as required for
billing purposes; disposal of all sludges, scums, screenings, grit, debris,
trash, etc. from the System; sampling, testing analysis, reporting, billing
and collections; and all else necessary therefor or incidental thereto to
protect the health, safety and welfare of the users and as required by
industry standards and utility practices.
      Section 6.2.   Inventory.  The Operator will be responsible for
submitting a complete inventory listing the quantity and condition of all
spare parts, equipment, tools, supplies, materials and chemicals within eight
(8) weeks of assuming responsibility for operation and maintenance of the
System, which inventory shall be subject to verification by the Township at
the Township's option and shall provide the Township with similar items upon
the termination of the Agreement.
      Section 6.3.   Maintenance Management Program.  The Operator shall
develop and implement a comprehensive computer-based maintenance management
program that develops readily available historical data, including an
inventory of spare parts and provisions for enforcing existing equipment
warranties and guarantees and maintaining all warranties on new equipment
purchased after the Commencement Date, and of providing documentation thereof
to the Township for the System.  Such a comprehensive maintenance management
program shall include preventative, predictive, and corrective maintenance
for all components of the System.

      The Operator shall maintain a comprehensive maintenance program for all
functions of the System that includes preventative, predictive, and
corrective maintenance for all: buildings and structures; vehicles and other
related rolling stock; electrical systems and instrumentation; mechanical
equipment; laboratory, monitoring and sampling equipment; heating,
ventilation and air conditioning; communication equipment; computer system
equipment; chemical feed facilities; transmission and distribution
facilities; pumping facilities; auxiliary power facilities; SCADA system; and
other structures.
      The maintenance management program shall:

      Ensure efficiency, long-term reliability and conservation of capital
      investment in accordance with industry standards;

      Be otherwise in accordance with industry standards; local, state and
      federal codes; manufacturer's equipment recommendations; and an O&M
      Manuals be developed by the Operators;

      Provide for timely generation and/or updating of O&M Manuals;

      Be documented as required by the Township; and

      Provide enforcement of existing equipment warranties or guarantees and
      maintain all warranties on new equipment purchased after the
      Commencement Date of the Agreement.

      Any modifications or major maintenance affecting the appearance of the
facilities in the System will be performed only after receipt of the prior
written approval of the Township.
      Section 6.4.   Software Program.  The Operator shall provide
computerized software packages for all functions of the System.  Upon the
termination of the Agreement, the Operator shall provide all data with
respect to the System to the Township.
      Section 6.5.   Testing and Laboratory Analysis.  The Operator, at its
sole cost and expense, shall perform, or cause to be performed, all
laboratory sampling and analyses, and reporting, as necessary for compliance
with all federal, state, local or other regulations and requirements having
the force of law, as well as that which is customary for process (i.e.
corrosion control) monitoring and control.
      Sampling and testing procedures shall conform to the current edition of
Standard Methods for the Examination of Water or be in accordance with the
testing requirements of the applicable regulations or Permits.  All testing,
with the exception of process control testing, shall be performed by a New
Jersey certified laboratory and the Operator shall prepare the data received
from the testing laboratory for all applicable regulations or Permits
monitoring and operating reports and shall deliver such results to the
appropriate state and regulatory agencies.
      Testing for the System shall include, but not be limited to, coliform
determinations, pH, color, sodium, hardness, iron, manganese, lead, copper,
heavy metals, THMs, VOCs, corrosiveness, alkalinity, magnesium, calcium,
turbidity, fluoride, cryptosporidium, and giardia lamblia cysts and all other
tests required or to be required by the DEP or the EPA.  The number,
frequency and location of tests shall be in accordance with the applicable
provisions of the regulations, including the Lead and Copper Rule, 40 CFR
141, et seq, as the same may be amended or supplemented from time to time.
      Section 6.6.   Reporting Requirements.  (a)   The Operator shall comply
with all reporting requirements related to its operations and the operation,
maintenance and management of the System, as mandated by federal, state and
local laws regulations, and Permits.
      (b)  The Operator shall provide comprehensive monthly, year-to-date and
annual reports in a format satisfactory to the Township and regulatory
agencies for each function or activity of the System, including, but not
limited to:
      Operating parameters laboratory analyses, maintenance plans and
      activities including conditions of the System, water quality results,
      water purchased vs. water sold, equipment and parts inventories,
      manpower utilization, repairs, service calls and responses and other
      relevant information; and

      Safety reports regarding accidents, injuries, and damages to Township
      property and other relevant information;

      (c)  The Operator shall maintain up-to-date financial records as they
apply to the Services rendered under the terms of this Agreement.  All
financial statements shall be prepared in accordance with Generally Accepted
Accounting Principles, consistently applied.
      (d)  The Operator shall provide the Township with its periodic financial
reports as they apply to the Services rendered under the terms of this
Agreement.  At a minimum, such reports shall include the following:
      (i)  Monthly reports on or before the twenty-fifth (25th) Day of each
month and a cumulative report as of the end of each Contract Year as follows:
           (A)  a summary account activity report showing the aggregate
      balance of accounts receivable from customers at the end of the
      preceding month, billings to customers for the preceding month,
      collections from customers during the preceding month, adjustments to
      customers' accounts and aggregate balances of accounts receivable from
      customers at the beginning of the preceding month.  The report shall
      provide a breakdown as classes of customers and components of billings,
      collections and adjustments as to Base Service Rate, the Pass-through
      Charge, Pass-through Credit, Additional Capital Improvements Charge, and
      Township Administration Fee.
           (B)  a report showing the total cubic feet of water purchased and
      sold for the preceding month and the total cubic feet of water sold for
      the Contract Year, the corresponding billings for the preceding month
      and Contract Year as set forth in the summary account activity report
      pursuant to Section 6.6(d)(i)(A).
           (C)  a cumulative analysis as of the end of the preceding month
      showing the following information with respect to any Pass-through
      Charge or Pass-through Credit, any Additional Capital Improvements
      Charge and any Township Administrative Fee:
                     (I)  Total amount of Pass-through Credit or Pass-through
           Charge, Additional Capital Improvements Charge, and Township
           Administrative Fee to be recovered during the Fiscal Year pursuant
           to Section 8.4(b), (d) and (e);
                     (II) Total amount of Pass-through Credit or Pass-through
           Charge, Additional Capital Improvements Charge, and Township
           Administrative Fee (a) collected within the Total User Charge Rate
           as of the end of the preceding month and (b) paid to the Township
           or Operator, as applicable, as of the end of the preceding month;
                     (III)  The balance of the Pass-through Credit or
           Pass-through Charge, Additional Capital Improvements Charge, and
           Township Administrative Fee to be recovered or the excess
           Pass-through Credit or Pass-through Charge, Additional Capital
           Improvements Charge and Township Administrative Fee collected;
      (2)  On or before each January 25, April 25, July 25, and October 25, a
quarterly detailed accounts receivable trial balance showing the individual
customers and their respective account balances as of the preceding December
31, March 31, June 30 and September 30, respectively, as reconciled with the
ending balance of accounts receivables in the summary account activity report
submitted pursuant to Section 6.6(d)(i)(A).
      (3)  The Operator shall deliver a year-end report to the Township
consisting of a compilation of the monthly and quarterly reports set forth
above certified by an officer of the Operator and delivered to the Township
within sixty (60) Days of the end of each Contract Year.  The Operator shall
also deliver a certified audit of the financial statements of the Guarantor
and its subsidiaries on a consolidated basis prepared in accordance with
Generally Accepted Accounting Principles, consistently applied and certified
by a certified public accountant within one hundred and twenty (120) Days of
the end of the Operator's fiscal year.
      (4)  The Operator shall provide such other reports as may be reasonably
requested from time to time by the Township.
      Section 6.7.   Staffing. (a) The Operator shall provide a staff of
qualified and experienced employees who have direct experience in operating,
maintaining and managing potable water systems similar in nature and
character to the System and shall provide such additional third party support
as may be needed to perform its duties and obligations hereunder.  Said third
parties shall be equally qualified for the particular services to be
performed and shall not have any direct claim against the Township
whatsoever.  The Operator shall at all times maintain the necessary number of
employees, staff and third-party contractors to operate, maintain and manage
the System in accordance with this Agreement, to adequately maintain the
System in good repair, to adequately operate the system to provide good
service to the users, and to protect the health, welfare and safety of the
citizens of the Township.
      (b)  The Operator shall provide: (i) qualified management, supervisory,
technical, laboratory, operating personnel, and personnel with licenses as
required by the State of New Jersey for operation of the System; (ii) a
project manager to oversee all activities of the Operator related to the
System; (iii) specialists, as may be necessary, in water quality control,
instrumentation, troubleshooting, emergency management, and similar
circumstances; and (iv) office and clerical support staff as necessary.
      (c)  The Operator shall provide a technical support group that will
provide on-call backup advice and water quality expertise control,
management, maintenance and plant repair to assist the operational staff and
ensure performance of obligations hereunder.
      (d)  The Operator shall provide and maintain an organizational chart
that lists job classification, the number of staff proposed for the
transition phase and for the full time operation.  The organization chart,
which may be revised at the discretion of the Operator consistent with the
operation, maintenance and management of the System in accordance with this
Agreement, shall indicate the staffing for the System, including
laboratory/testing personnel and the licensed individuals/positions necessary
to satisfy regulatory requirements and to provide operations and maintenance
services in a responsible professional manner. The Operator shall notify the
Township of any proposed material revisions within its control to staffing
and/or personnel for the System no later than thirty (30) Days prior to the
proposed effective date of such proposed revisions, and the Township shall
have the right to review and comment upon any such proposed revisions.  The
Operator shall in good faith consider any comments provided by the Township,
and shall respond to the Township in writing regarding any such comments.
The Operator shall notify the Township of any proposed material revisions
outside of its control to staffing and/or personnel for the System or soon as
reasonably possible.
      The Township shall have the right to approve the individuals designated
from time to time by the Operator as the Project Manager and the licensed
operator to manage and oversee the Services to be provided under this
Agreement; provided however that said approval shall not be unreasonably
withheld.  The Township will forward all complaints about the Operator's
employees or staff in writing to the Operator, who will address such
complaints with the offending employee or staff in an appropriate and timely
manner.  If the basis for any such complaint is not corrected to the
reasonable satisfaction of the Township, the Township shall have the right to
require the Operator to remove or replace any such personnel interacting with
Township officials and/or the public.
      (e)  The Operator shall provide ongoing training programs for all
personnel in operations and maintenance procedures, management, laboratory
and process control, QA/QC, right-to-know, safety, etc. as required for
proper performance of their duties and for professional development.
      (f)  The Operator and/or Elizabethtown Water Company shall directly
employ as many of the (20) persons identified in Schedule J to this Agreement
as it deems necessary (but not less than nine (9) of such persons) and shall
pay the Township for the salaries and benefits (including any reasonable
raises) of any of such persons that it does not employ until the earlier of
(i) the date such person replaces an existing employee of the Township; (ii)
the date such person refuses an offer of employment (or such offer expires)
from the Operator and/or Elizabethtown Water Company at his/her current
salary; or (iii) the second anniversary of the Commencement Date.  In no
event shall the Operator be required to pay for any person that is not
employed by either the Township, the Operator and/or Elizabethtown Water
Company.  Any such persons who are so employed by the Operator and/or
Elizabethtown Water Company shall work under the direct management and
supervision of the Operator and/or Elizabethtown Water Company, and the
Operator and/or Elizabethtown Water may terminate its employment of any such
employees services for cause.  The use of such employees by the Operator
and/or Elizabethtown Water Company in the performance of the Services shall
in no way relieve or excuse the Operator from performing the Services in
accordance with the terms of this Agreement or from any liability resulting
from its failure to so perform as provided hereunder.
      Section 6.8.   Licenses.  The Operator shall acquire and hold, or cause
its personnel to acquire and hold, all required federal, state and local
approvals, licenses, and certifications necessary to operate, maintain and
manage the System required to be obtained by the Operator in accordance with
this Agreement.  In accordance with N.J.S.A. 58:11-64 et seq. and N.J.A.C.
7:10-13, the minimum class of license required is a W-3 license for the water
distribution facilities.
      Section 6.9.   Compliance with Laws, Regulations and Permits.  (a)The
Operator shall comply with the Safe Drinking Water Act ("SDWA"), the Resource
Conservation Recovery Act, as amended ("RCRA"), the Comprehensive
Environmental Response, Compensation and Liability Act, as amended
("CERCLA"), the Occupational Safety and Health Act ("OSHA") and any and all
other applicable local, state and federal laws, codes, ordinances and
regulations as they pertain to the System.  The Operator shall pay all
regulatory fines and penalties, without limitations, assessed against the
Township and/or the Operator for the Operator's non-compliance therewith.
      The Operator shall, where applicable, comply with, satisfy, and pay all
costs or fees associated with, all regulatory requirements pertaining to the
above including, but not limited to, public notification in the event of
non-compliance with drinking water standards, including those associated with
the Lead and Copper Rule.
      All repairs and/or improvements to the System shall be made by the
Operator in accordance with existing Township ordinances for work in the
Township.
      (b)  The Township is the named permittee for various Permits and
appraisals for the system.  The Operator shall be responsible for obtaining,
including filling out required application forms, supplying required data,
and payment of required fees, and maintaining all necessary existing and/or
additionally required state, federal and local Permits, licenses and other
governmental or private party approvals for the operation of the System and
the equipment owned by the Township and used in connection with the System or
provided by the Township for such use.  All additional Permits and approvals
shall be in the name of the Township as the permittee; however, the Operator
shall comply with all requirements pertaining thereto in accordance with this
Agreement.
      Section 6.10.  Safety and Security.  The Operator shall provide for and
maintain security and safety for the System.  Fences shall be maintained in
neat order and structural integrity.  Gates, access points and doors shall be
kept locked, structures shall be protected from unauthorized entry and
security alarms shall be maintained.
      The Operator shall conduct all operations, maintenance and management of
any facilities in compliance with applicable health and safety regulations
including, but not limited to: OSHA, general industry regulations including
requirements for confined space entry, respiratory protection and hazard
communication; EPA regulations on emergency planning and notification under
CERCLA, 40 CFR Part 355; and EPA regulations on hazardous chemical reporting
and community right-to-know, 40 CFR Part 370, and any other applicable
regulations as may be enacted during the Term of this Agreement.
      Section 6.11.  Continuity of Service.  The Operator shall cooperate in
good faith with the Township, its agents, contractors, and subcontractors and
shall provide for the orderly transition of Services from the Township and/or
its contractors to the Operator without interruption or disruption of
Services and without adverse impacts to the users of the System or to the
Township.
      In the event of termination or non-renewal of this Agreement, the
Operator shall provide for continuity of the Services and the transition of
operations back to the Township or to another contract partner designated by
the Township as of the earlier to occur of the expiration of the Agreement or
the earlier termination thereof in accordance with the provisions of this
Agreement.
      The Operator shall make such provisions as are necessary to ensure that
no portion of the System shall be shut down for any period of time due to
strikes, lock-outs or labor problems.
      In the event of a labor action, stoppage or dispute that disrupts or
prevents the Operator's employees or its subcontractors employees from
entering upon and working on any part of the System, the Operator shall, at
its sole cost, seek appropriate legal injunctions, remedies, or court
orders.  In any event, the Operator shall continue to operate the System
through the use of office personnel, management, or other resources at its
disposal.  The Operator shall always maintain operation of the System to
protect the health, welfare, and safety of the users of the System and the
residents of the Township.
      Section 6.12.  Emergency Situations.  The Operator shall promptly
(within two (2) hours) respond to all customer problems and emergencies
relating to the System and shall maintain at all times during the Term of
this Agreement a toll-free twenty-four (24) hour telephone number where users
of the System can report any emergencies.
      The Operator shall immediately notify the Township of any activity,
problem, or circumstance should reasonably become aware that threatens the
safety, health or welfare of the users of the System or the residents of the
Township.
      In the event of damage or destruction of the potable water facilities or
any emergency which, in the reasonable judgment of the Operator, is likely to
result in material loss or damage to the System or constitute a material
threat to human health or safety, the Operator may suspend operation of the
System.  Emergency repairs as are necessary to mitigate or reduce such loss,
damage or threat to human health or safety shall be done in consultation with
the Township.  Notification of emergency/non-compliance events within the
System shall be in accordance with Permit requirements and an emergency plan
to be developed by the Operator and submitted to and approved by the Township
and the DEP and any subsequent amendments or modifications thereto.
      The Operator's response to emergencies and unusual circumstances shall
be in accordance with applicable regulations and requirements and with such
personnel and equipment as necessary to maintain or restore the operations of
the System in a timely manner with the least possible disruption or
inconvenience to the users of the System.
      Section 6.13.  Access to System and Records.  The Township shall have
the right from time to time or at any time, upon reasonable notice, to
inspect the System and/or the operation thereof by the Operator.
      The Operator shall make provision for, and shall permit and facilitate
twenty-four (24) hour per Day access to the System by Township personnel.
Visits may be made at any time by any of the Township's employees or agents
so designated by the Township.  Keys for the facilities or structures in the
System shall be provided to the Township's Public Works Director by the
Operator in accordance with the Operator's existing physical security plan
and key control program.  It is understood that all visitors shall comply
with the Operator's operating and safety procedures.
      The Township, through its consulting engineer, shall have the right from
time to time and at any time to inspect the System (or any portion thereof)
and/or the operation thereof by the Operator, provided that the Township or
its consulting engineer provides prior reasonable notice to the Operator.
      The Township, through its consulting engineer, and at the sole cost and
expense of the Township (which may be part of the Township Administrative
Fee) may perform an annual inspection in the System, which shall be scheduled
with the Operator at least two (2) weeks in advance.  In the event that such
inspection reveals a lack of repairs or necessary maintenance to the System
facilities or equipment, the Township's consulting engineer shall identify
such items to the Contractor Partner in writing.  The Operator shall perform
such repairs or maintenance identified in the consulting engineer's report.
All such repairs or maintenance shall be performed on a mutually agreeable
schedule.  Once the identified repairs or maintenance have been completed,
the Township's consulting engineer shall reinspect the System, and the
Operator shall reimburse the Township for the actual cost of reinspection if
such reinspection reveals that the repairs or maintenance have not been
performed.  The cost of all such repairs and maintenance are to be borne by
the Operator as part of the Base Service Rate.
      The Township shall have the right to continuously monitor and review the
performance of the System, including any facilities therein, and the
operation, maintenance and management thereof by the Operator and, if the
Township so chooses, the Township shall be entitled to hire a consulting
engineer and/or other consultant at its cost (which cost may be included in
the Township Administrative Fee) for purposes of conducting such monitoring
and review activities.
      The Operator shall keep such records of all pertinent operating data and
information relating to the System, including separate accounting and
financial records, as prudent industry and utility practice shall require and
as otherwise required by the provisions of this Agreement.  The Township
shall have continuous and unrestricted access to all components of the
System, including, without limitation, all operating, monitoring and
financial data and information relating to the operation, maintenance and
management of the System required to be kept by the Operator in accordance
with this Agreement.  The Operator shall be obligated to provide the
Township, upon reasonable request, with copies of all operating data,
accounting, financial and other information kept by the Operator in its
performance of its obligations hereunder.
      Section 6.14.  Meters and AMR Devices.  (a)   During the Term of this
Agreement, the Operator shall install, at its sole cost and expense, an AMR
for each customer of the System whose meter is two (2) inches or smaller and
becomes more than ten (10) years old, such that no meter within the System is
greater than 10 years old.  Those meters that are larger than two (2) inches
shall be tested by the Operator every five (5) years and, if necessary,
either replaced or repaired.
      (b) The Township shall provide all reasonable and necessary assistance
to the Operator in order to expedite the installation/replacement process.
Notwithstanding anything in this Agreement to the contrary, failure to
install or replace meters due to circumstances beyond the control of the
Operator, including denial of access for purposes of replacement, shall not
constitute a default by the Operator under this Agreement.
      (c) The Operator shall install state-of-the-art AMRs and shall assign
title thereto and all manufacturing warranties and representations to the
Township upon the termination or expiration of this Agreement.
      Section 6.15.  Water Quality Standards.  The Operator shall comply with
the Safe Drinking Water Act and all other federal, state and local
regulations concerning safe drinking water standards during the Term of this
Agreement.  The Operator agrees to indemnify and hold the Township harmless
from any fines or penalties assessed by the appropriate regulatory agencies
during the Term of the Agreement for any and all violations committed by the
Operator, its agent, servants or employees and from any fees or costs
incurred as a result of failure to comply with regulatory requirements.
      Section 6.16.  Operations Committee.  The Township and the Operator
shall establish a formal Operations Committee, consisting of the Township
Public Works Director and two (2) employees of the Operator or its affiliated
companies (at least one of whom must be an officer of the Operator) which
shall meet, with a frequency to be determined by the parties, to discuss
issues related to the operation, maintenance and management of the System; to
receive and review reports; and to confer generally as a means of enhancing
communication between the Township and the Operator.  In addition to such
meetings, representatives of the Operator shall be available to meet with the
Mayor and members of the Council of the Township or their authorized
representatives, as reasonably requested by the Township.




<PAGE>
ARTICLE VII.  SYSTEM CAPITAL IMPROVEMENTS

      Section 7.1.   Minimum Capital Improvements and Additional Capital 
Improvements to the System.  (a) The Township and the Operator have agreed
that the Operator will, within the time period identified, construct the
Minimum Capital Improvements in order to meet the Operating Standards by the
fourth (4th) anniversary of the Commencement Date.  The cost of such Minimum
Capital Improvements is included in the Base Service Rate.  The Operator
reserves the right to substitute different Capital Improvements of similar
cost (the "Substitute Minimum Capital Improvement") as it deems necessary in
order to either (i) meet the Operating Standards in a timely manner or (ii)
if the Operating Standards have been met, make such other Capital
Improvements as the Township and the Operator agree are necessary or useful
to the System.  In the event that the Operator completes all of the Minimum
Capital Improvement (including all Substitute Minimum Capital Improvements)
and the Operating Standards have not been achieved, then the Operator shall
spend up to an additional one million dollars ($1,000,000) to achieve such
Operating Standards.  In the event that the Operator spends such additional
one million dollars ($1,000,000) to meet the Operating Standards but does not
achieve the Operating Standards, all other Capital Improvements shall be
treated as Additional Capital Improvements pursuant to Section 7.1(b).
      (b)  The Township may request the Operator and/or the Operator may
propose to make additional Capital Improvements to the System (the
"Additional Capital Improvements"), the plans for which shall be either
designed by the Township, or otherwise at its option prepared by the Operator
and subject to the review and approval of the Township and its consulting
engineer.  The Additional Capital Improvements and the amortization schedule
for such Additional Capital Improvements to be undertaken by the Township or
the Operator shall be agreed to by the Township and the Operator prior to the
installation or acquisition thereof.  Such Additional Capital Improvements
shall be financed and installed by the Operator unless the Township, in its
sole discretion, determines to undertake such improvements itself.  If the
Operator and the Township agree on the proposed plan to implement and finance
such Additional Capital Improvements, the Operator and/or the Township, as
applicable, shall be entitled to recover the cost of such Additional Capital
Improvements through a mutually agreed upon amortization schedule together
with a return on the unamortized balance thereof at a mutually agreed upon
rate over the useful life of such Additional Capital Improvements as an
Additional Capital Improvements Charge to be included in the Total User
Charge Rate.  In the event that the costs of such Additional Capital
Improvement are paid for by the Township, the Operator shall forward the
Additional Capital Improvements Charge directly to the Township within thirty
(30) Days of the receipt thereof.
      (c)  All Capital Improvements shall be constructed or installed by the
Operator subject to applicable law and shall be the property of the Township.




<PAGE>
ARTICLE VIII.  FINANCIAL TERMS

      Section 8.1.   The Initial Concession Payment.  On the Contract Date,
the Operator shall pay the Township the Initial Concession Payment.  The
Township shall establish a special escrow account to be held by the Escrow
Agent and to be designated "Initial Concession Payment Escrow Account."  The
Township shall deposit the cash portion of the Initial Concession Payment in
said escrow account.  The Initial Concession Payment and all interest earned
in the cash portion of the Initial Concession Payment Escrow Account shall be
payable to the Township upon the Commencement Date.  Upon the termination of
this Agreement the amount so deposited along with all interest earned in said
escrow account shall be payable in accordance with Section 4.4.
      Section 8.2.   The Annual Payment.  Commencing on the Commencement Date
and on the first Day of each month thereafter during the Term of this
Agreement, the Operator shall pay the Township one-twelfth of the Annual
Payment, in the amounts specified in Schedule K to the Agreement.
      Section 8.3.   Revenue Sharing.  If, during any Contract Year, the water
sold by the Operator shall exceed an annual average of 6.5 million gallons of
water per Day, then the Operator shall pay over to the Township, on or before
ninety (90) Days following the end of such Contract Year, ten (10%) percent
of the Base Service Rate (in effect during the Contract Year such excess
water was sold) for the sale of such excess water.
      Section 8.4.   Establishment and Collection of Rates, Fees and Charges.
(a)   Beginning on the Commencement Date through June 30, 2002 (the "Fixed
Rate Period") the Total User Charge Rate shall equal the Base Service Rate.
Prior to the beginning of each Contract Year thereafter, the Township, to the
extent permitted or required by law, shall establish the Total User Charge
Rate for such Contract Year, which shall include at least the Base Service
Rate, the Pass-through Charge and/or Pass-through Credit, the Additional
Capital Improvement Charge and the Township Administrative Fee.  The Total
User Charge Rate may not be adjusted except as explicitly set forth in
accordance with the terms and conditions of this Agreement.
      (b)  Any increases or decreases in costs incurred by the Operator
resulting from an Unforeseen Event as contemplated in Section 10.15 shall be
included as a Pass-through Charge or a Pass-through Credit, as the case may
be, using the estimated volume of billable water usage for the year in which
such Pass-through Charge or Pass-through Credit is incurred provided however
that any Pass-through Charge or Pass-through Credit incurred during the Fixed
Rate Period shall be paid or received by the Operator and compounded annually
at the rate of eight and seventy-five hundredths per centum (8.75%) per annum
until the end of the Fixed Rate Period.  Upon the end of such Fixed Rate
Period the total amount of such Pass-through Charge and/or Pass-through
Credit shall be amortized over the remaining Term of the Agreement unless
otherwise directed by the Township with interest on the unamortized balance
thereof at the rate of eight and seventy-five hundredths per centum (8.75%)
per annum.  The Operator and the Township shall calculate and agree to the
amount of such increases or decreases, and complete such calculation in a
timely manner for such increases or decreases to be included in the Total
User Charge Rate.  In the event that at the end of such Contract Year the
amount of such Pass-through Charge or Pass-through Credit actually collected
or to be credited is less than or greater than the actual amount of the
Pass-through Charge or the Pass-through Credit, then the amount of the short
fall or the excess, as the case may be, shall be recouped or credited, as
applicable, in the Total User Charge Rate in the subsequent Contract Year as
a Pass-through Charge or Pass-through Credit, as applicable.  In the event
any Pass-through Charge represents amounts paid by the Township, such
Pass-through Charge shall be paid to the Township within thirty (30) Days of
the receipt thereof by the Operator.
      (c)  The Township, in consultation with the Operator and using the
estimated volume of billable water usage determined pursuant to Section
8.4(b), shall determine the amount of the Additional Capital Improvements
Charge that shall be included in the Total User Charge Rate that will take
effect in the immediately following Contract Year provided however that any
Additional Capital Improvements Charge incurred during the Fixed Rate Period
shall be paid by the Operator and compounded annually at the rate of eight
and seventy-five hundredths per centum (8.75%) per annum until the end of the
Fixed Rate Period.  Upon the end of such Fixed Rate Period the total amount
of such Additional Capital Improvements Charge shall be amortized over the
remaining Term of the Agreement unless otherwise directed by the Township
with interest on the unamortized balance thereof at the rate of eight and
seventy-five hundredths per centum (8.75%) per annum.  In the event that at
the end of any Contract Year the amount of the Additional Capital
Improvements Charge actually collected is less than or greater than the
actual amount of such Additional Capital Improvements Charge, than the
shortfall or the excess, as the case may be, shall be recouped or credited,
as applicable, in the Total User Charge Rate in the subsequent Contract Year
as an Additional Capital Improvements Charge.  The Additional Capital
Improvements Charge incurred by the Township during the Fixed Rate Period
shall be paid to the Township by the Operator.  The Additional Capital
Improvements Charge incurred by the Township after the Fixed Rate Period
shall be forwarded to the Township within thirty (30) Days of receipt thereof
by the Operator from the users.
      (d)  The Township, in consulating with the Operator and using the
estimated volumes of billable water usage pursuant to Section 8.4(b), shall
on or before each Contract Year, determine the amount of the Township
Administrative Fee that will be necessary to enable it to monitor the
administrative, financial and technical aspects of the Agreement as well as
recover any other costs of the Township directly related to the System, which
amount shall be included in the Total User Charge Rate that will take effect
in the immediately following Contract Year provided however that any Township
Administrative Fee incurred during the Fixed Rate Period shall be paid to the
Township by the Operator and compounded annually at the rate of eight and
seventy-five hundredths per centum (8.75%) per annum until the end of the
Fixed Rate Period.  Upon the end of such Fixed Rate Period the total amount
of such Township Administrative Fee shall be amortized over the remaining
Term of the Agreement unless otherwise directed by the Township with interest
on the unamortized balance thereof at the rate of eight and seventy-five
hundredths per centum (8.75%) per annum.  In the event that at the end of any
Contract Year the amount of the Township Administrative Fee actually
collected is less than or greater than the actual amount of such Township
Administrative Fee, then the shortfall or the excess, as the case may be,
shall be recouped or credited, as applicable, in the Total User Charge Rate
in the subsequent Contract Year as a Township Administrative Fee.  The
Township Administrative Fee shall be forwarded to the Township from the
Operator in twelve (12) monthly installments.  The Township Administrative
Fee incurred after the Fixed Rate Period shall be forwarded to the Township
within thirty (30) Days of the receipt thereof by the Operator from the
Customers.
      (e)  The Township shall be the sole authority in determining and
establishing the connection fees and facility charges to be charged to new
customers of the System connecting with the System on and after the
Commencement Date.  All such connection fees shall be established in
accordance with the provisions of N.J.S.A. 40A:31-11 and all other charges
shall be established per municipal ordinance.  All such connection fees and
facilities charges shall be billed and collected by and be the property of
the Township.  The Operator shall complete all the connection work and shall
receive the tapping fee for such work at cost.
      Section 8.5.   Billing and Collections. (a)   On and after the
Commencement Date, the Operator, as agent for the Township, shall be
responsible for the preparation, delivery, maintenance and collection of all
bills and invoices to the customers of the System and all costs and expenses
associated therewith.  The Operator shall design the format and content
(which shall be reasonably acceptable to the Township) of the bills for the
Service.
      (b) The Township shall exercise on its own behalf and on behalf of the
Operator all powers which it may have in collection matters and shall use
statutory powers pertaining to any and all remedies granted to municipalities
for purposes of collection including the imposition of liens for unpaid
fees.  The Operator, in addition to other monies paid to the Township
pursuant to the terms hereof, shall reimburse the Township for any and all
reasonable costs and expenses incurred by the Township in connection with the
use of its statutory powers and remedies to enforce such collections.  The
Operator may terminate water to any customer of the System not in compliance
with their obligation to pay the established rates in accordance with their
terms.
      (c)  The Operator shall promptly (within twenty-four (24) hours or the
next business Day following a holiday or weekend) respond to all customer
billing and collection questions, problems, and inquiries and shall maintain
a toll free telephone number for users of the System to handle such
questions, problems and inquires, as well as any emergencies, as may arise.
The Operator shall provide the Township, upon request, a copy of the
Operator's written policy in dealing with customer service and complaints
relating to billing and collection matters.
      (d)  The Operator shall provide, within the geographical limits of the
Township, a collection office (such as a bank) where customers of the System
may pay their bills during normal business hours Monday through Friday.  The
Operator shall also provide a drop box for the customer's use to be located
in the Township municipal building unless such drop box is no longer
necessary.
      (e)  The Operator shall conduct at least quarterly readings to the
extent possible of all customers and shall bill such customers accordingly.
      Section 8.6.   Application of Rents, Rates, Fees and Other Charges. (a)
On or after the Commencement Date, all rents, rates, fees or other charges
for direct or indirect use of the Services of the System (other than
connection fees and facilities charges retained by the Township) shall be
paid to and collected by the Operator and, except as otherwise provided
herein, shall be retained by and become the property of the Operator.
      (b)  Notwithstanding anything in this Agreement to the contrary, any
rents, rates, fees, accounts receivables, or other charges' for direct or
indirect use of the System (including connection fees and facilities charges)
that are collected by the Operator on or after the Commencement Date and are
in payment for Services rendered by the System prior to the Commencement
Date, including any credits or rebates, shall be paid over to the Township by
the Operator within thirty (30) Days after receipt thereof by the Operator.
      (c)  Notwithstanding anything in this Agreement to the contrary, any
rents, rates, fees, accounts receivables, or other charges for direct or
indirect use of the Services of the System that are collected by the Township
on or after the termination date or expiration date of this Agreement and are
in payment for Services rendered by the Operator for the System prior to such
termination date or expiration date shall be paid over to the Operator by the
Township within thirty (30) Days after receipt thereof by the Township.



<PAGE>
ARTICLE IX. DEFAULT AND TERMINATION

      Section 9.1.   General Provisions.  During the Term of this Agreement,
this Agreement may be terminated prior to its stated expiration date by the
Township or the Operator on the terms and conditions set forth in this
Article IX and as otherwise specified in this Agreement.  The rights of the
Township and the Operator to terminate this Agreement shall be strictly
construed in accordance with the provisions of this Article IX.
      Section 9.2.   Termination for Cause by the Township.   (a) Upon the
happening of any of the following events of default by the Operator, the
Township shall have the right to terminate this Agreement:
           (i)  the failure of the Operator to perform or observe any of its
material covenants, agreements, obligations and/or duties created by this
Agreement;
           (ii) the persistent and repeated failure by the Operator to
operate, maintain and/or manage the System and complete the Minimum Capital
Improvements and Additional Capital Improvements in accordance with the
material terms and provisions of this Agreement;
           (iii) a determination that any representation, warranty or covenant
made by the Operator is false and/or misleading in any material respect;
           (iv) the commencement of any bankruptcy, insolvency, liquidation
and/or similar proceeding against the Operator, the Guarantor and/or any of
their subsidiaries and/or related companies which materially and adversely
affects the Operator's ability to perform its duties or obligations under
this Agreement or the Guarantor's ability to perform its duties and
obligations under the Guaranty Agreement; the consent by the Operator, the
Guarantor and/or any of their subsidiaries and/or related companies, to the
appointment of and/or taking possession by a receiver, liquidator, assignee,
trustee and/or custodian of the Operator, the Guarantor and/or any of their
subsidiaries and/or related companies, and/or any substantial part of their
respective assets which materially and adversely affects the Operator's
ability to perform its duties or obligations under this Agreement and/or the
Guarantor's ability to perform its duties or obligations under the Guaranty
Agreement; the making by the Operator, the Guarantor and/or any of their
subsidiaries and/or related companies, of any assignment for the benefit of
creditors that would materially and adversely affect the Operator's ability
to perform its duties or obligations under this Agreement and/or the
Guarantor's ability to perform its duties or obligations under the Guaranty
Agreement; and/or the failure by the Operator, the Guarantor and/or any of
their subsidiaries and/or related companies, to generally pay its debts as
they come due; or
           (v)  the failure by the Operator to make any payment required to be
made by the Operator pursuant to the terms of this Agreement within fifteen
(15) Days of its receipt of notice from the Township that any such payment is
overdue.
      (b)  Upon the happening of any event described in Section 9.2(a)(i) or
(iii), the Township shall provide written notice to the Operator setting
forth in detail the alleged failure and/or deficiency of the Operator.  The
Operator shall have thirty (30) Days after receipt of such written notice
from the Township to cure and/or correct such failure and/or deficiency or to
deliver to the Township a written notice alleging that no such event
described in Section 9.2(a)(i) or (iii) has occurred and setting forth in
detail its reasoning as to why no such event has occurred.  In the event that
the Operator does not cure and/or correct such failure and/or deficiency
within said thirty (30) Day period or deliver to the Township the written
notice described in the preceding sentence within said thirty (30) Day
period, the Township shall provide the Operator with a second written notice
affording the Operator an additional fifteen (15) Days to cure and/or correct
such failure and/or deficiency.  If the Operator fails to cure and/or correct
the failure and/or deficiency within such additional fifteen (15) Day period,
the Township may terminate the Agreement by providing written notice thereof
to the Authorized Representative of the Operator.
      (c)  Upon the happening of any event described in Section of Section
9.2(a)(ii), (iv) or (v), the Township shall have the right to immediately
terminate this Agreement upon thirty (30) Days prior written notice to the
Operator.  The Township and the Operator specifically agree that this
Agreement shall terminate immediately after the thirty (30) Days from the
receipt of such written notice to the Operator.
      (d)  If the Township terminates this Agreement in accordance with the
provisions of this Section 9.2, the Township shall pay to the Operator, the
sum determined in accordance with the following formula:  A + B + C - D + E -
F + G

                     Where:    A =  The unamortized amount of the greater of
                     the Estimated Defeasance Amount and the Actual Defeasance
                     Amount (assuming level debt service amortized over the
                     Term of the Agreement from the Commencement Date with
                     simple interest at the rate of five per centum (5%) per
                     annum) less the actual third party costs to the Township
                     (legal, financial and technical) related to the issuance
                     of new debt and the selection of a new Operator.

                     Where:    B =  The unamortized amount of the Additional
                     Capital Improvements and Township Administrative Fee paid
                     by the Operator.

                     Where:    C =  The unamortized cost of the Minimum
                     Capital Improvements (assuming level debt service
                     amortized over the Term of the Agreement from the date of
                     the completion of such Minimum Capital Improvements with
                     simple interest at the rate of five per centum (5%) per
                     annum).

                     Where:    D =  The amount, if any, necessary to enable
                     the Township to restore the System so that it is
                     operational by the Township as a stand-alone System
                     without the Operator.

                     Where:    E =  Any outstanding Pass-through Charge
                     required to be charged to the customers pursuant to
                     Section 8.4(b).
 
                     Where:    F =  Any outstanding Pass-through Credit
                     required to be credited to the Township pursuant to
                     Section 8.4(b).

                     Where:    G =  Any amounts due to the Operator pursuant
                     to Section 10.17(c) relating to wheeling arrangements.


      The sum to be paid by the Township to the Operator in accordance with
the preceding sentence shall be paid within six (6) months after the date of
the negotiated settlement between the Township and the Operator or a final
determination by the arbitration panel established in accordance with Section
10.16, as the case may be.
      (e)  In addition to the monetary remedies set forth above and in
addition to the Township's independent rights under the Guaranty Agreement,
the Township shall be entitled to pursue a claim against the Operator for any
nonmonetary remedies available and any additional actual damages suffered by
the Township as a result of any default by the Operator, plus attorneys'
fees.  Notwithstanding anything in this Agreement to the contrary, the
Operator shall not be responsible to the Township for any indirect,
third-party or consequential damages arising from a breach of this Agreement.
      Section 9.3.   Termination for Cause by the Operator. (a)    Upon the
happening of any of the following events of default by the Township, the
Operator shall have the right to terminate this Agreement:
           (i)  the failure of the Township to perform or observe any of its
material covenants, agreements, obligations and/or duties created by this
Agreement;
           (ii) the failure of the Township Council to enact an ordinance
establishing the Total User Charge Rate for the System (if such ordinance is
deemed necessary in addition to the approval of this Agreement) within ninety
(90) Days of the Township's receipt of notice of such default provided such
failure is not the result of an Unforeseen Event.
           (iii) a determination that any representation, warranty or covenant
made by the Township is false and/or misleading in any material respect;
           (iv) the commencement of any bankruptcy, insolvency, liquidation
and/or similar proceeding against the Township which materially and adversely
affects the Township's ability to perform its duties or under this Agreement;
the consent by the Township to the appointment of and/or taking possession by
a receiver, liquidator, assignee, trustee and/or custodian of the Township,
and/or any substantial part of its assets which materially and adversely
affects the Township's ability to perform its duties or obligations under
this Agreement; the making by the Township of any assignment for the benefit
of creditors which materially and adversely affects the Township's ability to
perform its duties or obligations under this Agreement; and/or the failure by
the Township to generally pay its debts as they come due; or
           (v)  the failure by the Township to make any payment required to be
made by the Township pursuant to the terms of this Agreement within sixty
(60) Days of its receipt of notice from the Operator that any such payment is
overdue.
      (b)  Upon the happening of any event described in Section 9.3(a)(i) or
(iii) above, the Operator shall provide written notice to the Township
setting forth in detail the alleged failure and/or deficiency of the
Township.  The Township shall have thirty (30) Days after receipt of such
written notice from the Operator to cure and/or correct such failure and/or
deficiency or to deliver to the Operator a written notice alleging that no
such event described in Section 9.3(a)(i) or (iii) has occurred and setting
forth in detail its reasoning as to why no such event has occurred.  In the
event that the Township does not cure and/or correct such failure and/or
deficiency within said thirty (30) Day period or deliver to the Operator the
written notice described in the preceding sentence within said thirty (30)
Day period, the Operator shall provide the Township with a second written
notice affording the Township an additional fifteen (15) Days to cure and/or
correct such failure and/or deficiency.  If the Township fails to cure and/or
correct the failure and/or deficiency within such second fifteen (15) Day
period, the Operator may terminate the Agreement by providing written notice
thereof to the Authorized Representative of the Township.
      (c)  Upon the happening of any event described in Section 9.3(a)(ii),
(iv) or (v), the Operator shall have the right to terminate this Agreement
upon thirty (30) Days prior written notice to the Township.  The Operator and
Township specifically agree that this Agreement shall terminate immediately
after thirty (30) Days from the receipt of such written notice by the
Township.
      (d)(i)  The parties agree that with respect to this Section 9.3(d), the
Agreement is not an executory contract subject to assumption as defined by
the Bankruptcy Code.  The parties further specifically acknowledge that this
provision is intended to "bankruptcy-proof" the Agreement, that this
provision is critical to the Agreement and was "bargained for" and part of
the consideration for the Agreement.
           (ii) To the extent a court of competent jurisdiction holds this
Agreement to be an executory contract subject to assumption by the Township
as a debtor pursuant to the Bankruptcy Code, the Township and Operator
specifically acknowledge that this Agreement falls within the provisions of
11 U.S.C. Section 365(c)(i)(a) to the extent that the trustee may not assume
or assign it without the consent of the Operator in that "applicable law
excuses the party, other than the debtor, to such contract or lease from
accepting performance from or rendering performance to an entity other than
the debtor or the debtor-in-possession, whether or not such contract or lease
prohibits or restricts assignment of rights or delegation of duties."
           (iii)  Alternatively, to the extent a court of competent
jurisdiction holds that the Agreement is an executory contract subject to
assumption and not within the exception of 11 U.S.C. Section 365(c)(i)(a),
the Township and Contract Party specifically agree to the following:
                     (A)  The Township or the debtor-in-possession agrees to
           perform all obligations under the Agreement, including curing all
           defaults and making ongoing payments, or, in the event it chooses
           not to do so, will move as soon as practicable to reject the
           executory contract under applicable bankruptcy law.
                     (B)  Since the Township is a public body corporate and
           politic of the State of New Jersey and therefore is in a special
           legal position and has certain unique legal attributes, no other
           entity can provide "adequate assurance of future performance" as
           that term is defined under the Bankruptcy Code and therefore the
           Agreement cannot be assigned.
      (e)  If the Operator terminates this Agreement in accordance with the
provisions of this Section 9.3, the Township shall pay the Operator, the sum
determined in accordance with the following formula:  A + B + C + D - E + F

                     Where:    A  = The sum of (1) the unamortized amount of
                     the Initial Concession Payment (assuming level debt
                     service amortized over the Term of the Agreement from the
                     Commencement Date with simple interest at the rate of ten
                     per centum (10%) per annum) and (2) the unamortized
                     amount of the greater of the Estimated Defeasance Amount
                     and the Actual Defeasance Amount (assuming level debt
                     service amortized over ten (10) years from the
                     Commencement Date with simple interest at the rate of ten
                     per centum (10%) per annum) together with the cost to the
                     Operator of third-party transaction costs (legal and
                     financial) related to the defeasance of the Operator's
                     debt associated with the transaction, not to exceed
                     $25,000.

                     Where:    B  = The unamortized cost of the Additional
                     Capital Improvements and Township Administrative Fee paid
                     by the Operator.

                     Where:    C =  The unamortized cost of the Minimum
                     Capital Improvements (assuming level debt service
                     amortized over the Term of the Agreement from the date of
                     the completion of such Minimum Capital Improvements with
                     simple interest at the rate of ten per centum (10%) per
                     annum).

                     Where:    D =  Any outstanding Pass-through Charge
                     permitted to be charged to the customers of the System
                     pursuant to Section 8.4(b).

                     Where:    E =  Any outstanding Pass-through Credit
                     required to be credited to the Township pursuant to
                     Section 8.4(b).

                     Where:    F =  Any amounts due to the Operator pursuant
                     to Section 10.17(c) relating to wheeling arrangements.


      The sum to be paid by the Township to the Operator in accordance with
the preceding sentence shall be paid within six (6) months after the date of
the negotiated settlement between the Operator and the Township or a final
determination by the arbitration panel established in accordance with Section
10.16, as the case may be.
      (f)  In addition to the monetary remedies set forth above, the Operator
shall be entitled to pursue a claim against the Township for any nonmonetary
remedies and any additional actual damages suffered by the Operator as a
result of a default by the Township, plus attorneys' fees.  Notwithstanding
anything contained in this Agreement to the contrary, the Township shall not
be responsible to the Operator for any indirect, third-party or consequential
damages arising from a breach of this Agreement.
      Section 9.4.   Termination for Unenforceability of Agreement. (a) If any
court, agency and/or other entity with competent jurisdiction shall finally
determine that this Agreement is unenforceable and/or prohibited by law, or,
if for any reason the Township Council is legally prohibited from enacting
any ordinance establishing the rates for the supply of service to the
customers of the System that are required to be established by the Township
in accordance with the provisions hereof, or any such ordinance so enacted
shall fail to become legally effective or shall no longer be legally
effective, then the Township and the Operator shall each have the right to
terminate this Agreement, upon thirty (30) Days' prior written notice to the
other party.
      (b)  If this Agreement is terminated pursuant to this Section 9.4, the
Township shall pay the Operator the sum determined in accordance with the
following formula:
                A + B + C - D + E - F + G

                     Where:    A  = The sum of (1) the unamortized amount of
                     the Initial Concession Payment (assuming level debt
                     service amortized over the Term of the Agreement from the
                     Commencement Date with simple interest at the rate of
                     five per centum (5%) per annum) and (2) the unamortized
                     amount of the Actual Defeasance Amount (assuming level
                     debt service amortized over ten (10) years from the
                     Commencement Date with simple interest at the rate of
                     five per centum (5%) per annum).

                     Where:    B  = The unamortized cost of the Additional
                     Capital Improvements and Township Administrative Fee paid
                     by the Operator.

                     Where:    C =  The unamortized cost of the Minimum
                     Capital Improvements (assuming level debt service
                     amortized over the Term of the Agreement from the date of
                     the completion of such Minimum Capital Improvement with
                     simple interest at the rate of five per centum (5%) per
                     annum).

                     Where:    D =  Fifty per cent (50%) of the amount, if
                     any, necessary to enable the Township to restore the
                     system so that it is operational by the Township as a
                     stand-alone system without the Operator.

                     Where:    E =  Any outstanding Pass-through Charge
                     permitted to be charged to the customers of the System
                     pursuant to Section 8.4(b).

                     Where:    F =  Any outstanding Pass-through Credit
                     required to be credited to the Township pursuant to
                     Section 8.4(b).

                     Where:    G =  Any amounts due to the Operator pursuant
                     to Section 10.17(c) relating to wheeling arrangements.

      The sum to be paid by the Township to the Operator in accordance with
the preceding sentence shall be paid within six (6) months after the date of
the negotiated settlement between the Township and the Operator, or a final
determination of the arbitration panel established in accordance with Section
10.16, as the case may be.
      (c)  Upon termination of this Agreement in accordance with this Section
9.4, the payments to be received by the Operator from the Township in
accordance with this Section 9.4 shall constitute total satisfaction of any
right, claim, cause of action and/or entitlement that the Operator has or may
have against the Township hereunder.
      Section 9.5.   Optional Termination by the Township.    The Township
may, at its sole option and discretion, at any time after the tenth (10th)
anniversary of this Agreement, terminate this Agreement for any reason
whatsoever, upon ninety (90) Days' prior written notice to the Operator
provided that the Township pays the amount determined pursuant to Section
9.3(e) as of the termination date provided however that the rate of interest
utilized for the calculation of the termination payment in Section 9.3(e)(A)
and (C) shall be eight and seventy-five hundredths per centum (8.75%) per
annum.




<PAGE>
ARTICLE X.  MISCELLANEOUS

      Section 10.1.  Insurance.  (a) The Operator shall not commence the
performance of the Services under this Agreement until it has provided
insurance of the types and in such amounts as set forth herein and such
insurance has been approved by the Township.  The Operator shall maintain
such insurance in full force and effect for the duration of this Agreement.
      The insurance policies provided by the Operator at its expense and more 
particularly described hereafter shall specifically designate the Township as 
an additional insured.
      The Operator shall be solely responsible for all injuries to persons or
property occurring on account of the performance of Services hereunder,
regardless who is performing the Services.
      Certificates, in triplicate, from the insurance carrier, stating the
limits of liability and the expiration date for each policy and type of
coverage listed below shall be filed with the Township before Services are
begun.  The certificates shall contain the following express obligation:
      "This is to certify that the policies of insurance described herein
      have been issued to the insured for whom this certificate is
      executed and are in force at this time.  In the event of
      cancellation or material change in a policy affecting the
      certificate holder, thirty (30) Days prior written notice will be
      given the certificate holder."

      Such certificates shall specifically refer to this Agreement and
article, and the following paragraphs in accordance with which the insurance
is being furnished, and state that such insurance is as required by such
paragraphs of this Agreement.  Such coverage shall be with acceptable
insurance companies only which possesses an A.M. Best Company rating of at
least AX.  All insurance policies herein required of the Operator shall be
written by a company duly authorized and licensed to do business in the State
of New Jersey and be executed by some agent therein duly licensed as an agent
in said state.
      Insurance shall include the type of insurance specified below in not
less than the amounts stated and whatever other insurance may be necessary to
provide complete protection to the Township and Operator against liability,
damage and accident of every kind.  Neither approval by the Township, nor a
failure to disapprove insurance furnished by Operator, shall release the
Operator from full responsibility for liability, damages, and accidents as
set forth herein.
      The Operator shall take out and maintain during the Term of this
Agreement the following types of insurance in an amount, for each policy, not
less than the amounts stated:
(i)   Worker's Compensation and Employer's Liability Insurance in accordance
      with the requirements of the General Laws of the State of New Jersey and
      all other applicable laws and regulations. If any class of employees
      engaged in hazardous work cannot be protected by Workmen's Compensation
      and Liability Insurance, the Operator shall provide adequate insurance
      for each class of employees.

      The Operator shall take out and maintain during the Term of this
      Agreement the applicable statutory Worker's Compensation Insurance with
      an insurance company authorized to write such insurance covering all of
      its employees, and in the case of any work sublet, the Operator shall
      require the subcontractor similarly to provide statutory Worker's
      Compensation Insurance for the latter's employees.  The Operator shall
      take out and maintain during the Term of this Agreement, Employer's
      Liability Insurance with a minimum limit of $1,000,000 (or $500,000 in
      the case of any subcontractor) with an insurance company authorized to
      write such insurance and the Operator shall require each of its
      subcontracts similarly to maintain Employer's Liability Insurance on its
      employees.

(ii)  Public Liability Insurance

           (A)  The Operator shall maintain during the Term of this Agreement
           such Public Liability Insurance as shall protect it against claims
           for damages resulting from (a) bodily injury, including wrongful
           death, and (b) property damages, which may arise from the
           performance of Services hereunder regardless of by whom performed
           (including any subcontractors).  The minimum acceptable limits of
           liability to be provided by such Public Liability Insurance shall
           be as follows:

                Bodily Injury Limits and Property Damage - $5,000,000 each
           occurrence/annual aggregate by the Operator (or $1,000,000 each
           occurrence annual aggregate by each subcontractor).

           (B)  The Public Liability Insurance required by the preceding
           subparagraph shall include the following extensions of coverage:
 
           (I)    The coverage shall be provided under a Comprehensive General
                  Liability form of policy or similar thereto.


           (II)   XCU Coverage - If the Agreement requires any work procedures
                  involving blasting, excavating, tunneling or other
                  underground work, the liability coverage shall include
                  Standard Blasting or Explosion Coverage Standard Collapse
                  Coverage and Standard Underground Coverage, commonly
                  referred to as XCU property damage liability coverage with
                  limits of $1,000,000 CSL.

           (III)The property damage coverage shall include a Broad Form
                  Property Damage Endorsement.
 
           (IV)   Contractual Liability coverage shall be included.

           (V)    Protective Liability coverage shall be included to protect
                  the Operator against claims arising out of operations
                  performed by its subcontractors.

           (VI)   Products Liability and/or Completed Operations coverage
                  shall be included.

(iii) Automobile Liability and Property Damage Insurance

           The Operator shall take out and maintain or cause any subcontractor
           to take out and maintain during the Term of the Agreement such
           Automobile Liability Insurance as shall protect it against claims
           for damages resulting from bodily injury, including wrongful death,
           and property damage, which may arise from the operations of any
           owned, hired or non-owned automobiles used by or for it (or
           subcontractors) in connection with the performance of Services
           hereunder.  The minimum acceptable limits of liability to be
           provided by such Automobile Liability Insurance shall be as follows:

           Bodily Injury Limits and Property Damage - $5,000,000 each
           occurrence/annual aggregate by the Operator (or $1,000,000 each
           occurrence/annual aggregate by each subcontractor).

(iv)       Excess Umbrella Liability in an amount not less than $10,000,000.

      If at any time the Operator fails to maintain any of the foregoing
policies, or if a company issuing any such policy shall become unsatisfactory
to the Township, the Operator shall, upon notice to that effect from the
Township, promptly obtain a new policy, submit the same to the Township for
its approval and submit a Certificate thereof as hereinabove provided.  Upon
failure of the Operator to furnish, deliver and maintain such insurance as
above provided, this Agreement, at the election of the Township, may be
forthwith declared suspended, discontinued or terminated.  Failure of the
Operator to take out and/or maintain or the taking out and/or maintenance of
any required insurance, shall not relieve the Operator of any liability under
the Agreement.
      (b) The Township shall maintain insurance on the System during the Term
of the Agreement substantially similar in kind, scope and amount as that
maintained by the Township as of the Contract Date.  If any damage occurs to
the System during the Term of this Agreement that is an insured risk under
the policies described in Sections 10.1(a)(i), (ii), (iii) and (iv), the
Operator agrees that its policies provide the primary coverage and should be
used as the first basis of recovery.  The Operator, however, may request the
Township to file a claim under its insurance policy or above-referenced
policies for any amounts not covered under the policies maintained by the
Operator, and if insurance proceeds are paid to the Township for such
amounts, the Township will reimburse the Operator but solely from such
proceeds for the actual, documented cost it incurs, subject to Cost
Substantiation, to repair the damage to the System in an amount not to exceed
such insurance proceeds.
      Section 10.2.  Indemnification.  Notwithstanding anything to the
contrary in this Agreement:
      (a)  The Operator shall indemnify, defend and hold harmless the
Township, its elective and appointive officers, and its duly authorized
agents, servants and employees from any costs, expenses or liabilities
(including costs, expenses or liabilities to third parties and attorney's
fees) which are caused by or arise from the Operator's breach of this
Agreement or the negligent or willful acts or omissions of the Operator or
its agents, servants, employees or subcontractors provided such cost,
expenses or liabilities do not arise as a result of the negligent or willful
acts or omissions of the Township.
      (b)  To the extent permitted by law, the Township shall indemnify,
defend and hold harmless the Operator, its officers, authorized agents,
servants and employees for any costs, expenses or liabilities (including
costs, expenses or liabilities to third parties and attorney's fees) which
are caused by or arise from the Township's breach of this Agreement or the
negligent or willful acts or omissions of the Township or its agents,
servants, employees provided such costs, expenses or liabilities do not arise
as a result of the negligent or willful acts or omissions of the Operator.
      (c)  To the extent permitted by law, the Township shall indemnify and
hold the Operator harmless from any and all fines or penalties assessed by
the appropriate regulatory agencies or other losses or damages suffered
during the Term of this Agreement as a result of any and all violations
committed by the Township and for all conditions which existed prior to the
Commencement Date and which constitute violations of any federal, state or
local laws or regulations in effect on the Commencement Date.  Nevertheless,
the Operator shall operate the System in compliance with all laws and Permits
as required by this Agreement.  The Operator shall indemnify and hold the
Township harmless from any fines or penalties assessed by the regulatory
agencies during the Term of this Agreement for any and all violations of
applicable laws or Permits committed by the Operator, its agents, servants or
employees.
      (d)  The Operator shall have no obligation to indemnify the Township for
any fines or penalties assessed for conditions that pre-exist the
Commencement Date and that constitute violations of any current federal,
state or local water quality laws or regulations.  The Township shall
disclose to the Operator any and all such conditions known to the Township as
soon as practicable.
      (e)  Each party's indemnification shall include the reimbursement to the
other of all legal fees and expenses reasonably incurred, unless it is
determined that such other party bears responsibility for the claims asserted.
      Section 10.3.  New Equipment.  Any new equipment installed in the system
by the Operator during the Term of this Agreement shall, when installed be
the property of the Township.  The Operator will properly operate the
equipment and maintain such equipment in good working order during the Term
of the Agreement.  The Operator shall maintain books and records regarding
any such new equipment.
      Section 10.4.  Enforcement.  The failure on the part of any party to
enforce any provision of this Agreement shall not be construed as a waiver of
its right to enforce such provision in the future.
      Section 10.5.  Assignment.  The services to be rendered hereunder by the
Operator are personal and shall not be assigned by any act of the Operator or
by operation of law.
      Section 10.6.  Affirmative Action.  During the performance of this
Agreement, the Operator shall conform with the following requirements:
      (a) The Operator or any subcontractor, where applicable, shall not
discriminate against any employee or applicant for employment because of age,
race, creed, color, national origin, ancestry, marital status, sex,
affectional or sexual orientation.  The Operator will take affirmative action
to ensure that such applicants are recruited and employed, and that employees
are treated during employment, without regard to their age, race, creed,
color, national origin, ancestry, marital status, sex, affectional or sexual
orientation.  Such action shall include, but not be limited to the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; layoff or termination, rates of pay or other forms of
compensation; and selection for training, including apprenticeship.  The
Operator agrees to post in conspicuous places, available to employees and
applicants for employment, notices compliance officer setting forth to be
provided by the public Agency provisions of this nondiscrimination clause.
      (b) The Contractor or any subcontractor, where applicable, shall, in all
solicitations or advertisements for employees placed by or on behalf of the
Operator, state that all qualified applicants will receive consideration for
employment without regard to age, race, creed, color, national origin,
ancestry, marital status, sex, affectional or sexual orientation;
      (c) The Operator or any subcontractor, where applicable, shall send to
each labor union or representative or workers with which it has a collective
bargaining agreement or other contract or understanding, a notice, to be
provided by the agency contracting officer advising the labor union or
workers' representative of the Operator's commitments under this act and
shall post copies of this notice in conspicuous places available to employees
and applicants for employment.
      (d) The Operator or any subcontractor, where applicable, shall comply
with the regulations promulgated by the New Jersey State Treasurer pursuant
to P.L. 1975, c.127, as amended and supplemented from time to time, with the
Americans with Disabilities Act.
      (e) The Operator or any subcontractor, where applicable, shall attempt
in good faith to employ minority and female workers consistent with the
applicable county employment goals prescribed by N.J.A.C. 17:27-5.2
promulgated by the New Jersey State Treasurer pursuant to P.L. 1975, c.127,
as amended and supplemented from time to time or in accordance with a binding
determination of the applicable county employment goals determined by the
Affirmative
21255-004  114412.10

Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the
New Jersey State Treasurer pursuant to P.L. 1975, c.127, as
amended and supplemented from time to time.
      (f) The Operator or any subcontractor, where applicable,
shall inform in writing appropriate recruitment agencies in the
area, including employment agencies, placement bureaus, colleges,
universities, labor unions, that it does not discriminate on the
basis of age, creed, color, national origin, ancestry, marital
status, sex, affectional or sexual orientation, and that it will
discontinue the use of any recruitment agency which engages in
direct or indirect discriminatory practices.
      (g) The Operator or any subcontractor, where applicable,
shall revise any of its testing procedures, if necessary, to
assure that all personnel testing conforms with the principles of
job-related testing, as established by the statutes and court
decisions of the State of New Jersey, and applicable Federal
court decisions.
      (h) The Operator and any of its subcontractors, where
applicable, shall furnish such reports or other documents to the
Affirmative Action Office as may be requested by the office from
time to time in order to carry out the purposes of these
regulations, and public agencies shall furnish such information
as may be requested by the Affirmative Action Office for
conducting a compliance investigation pursuant to Subchapter 10
of the Administrative Code (NJAC 17:27).
      Section 10.7.  Entire Agreement.  This Agreement contains
the entire agreement between the parties hereto relating to the

<PAGE>
21255-004  114412.10

operation, maintenance and management of the System and
supersedes all previous or contemporaneous communications,
representations, or agreements.  This Agreement may be modified
only by written amendment signed by the parties hereto.
      Section 10.8.  Notices.  All notices given pursuant to the
terms of this Agreement shall be in writing and delivered in
person or transmitted by certified mail, return receipt
requested, postage prepaid.
      Notices required to be given to the Operator shall be
addressed as follows:
                     Edison Water Company
                     600 South Avenue
                     Westfield, NJ  07091-0788
                     Attn:  Henry Patterson, III
                     Phone:  (908) 654-1234
                     Facsimile:  (908) 232-2719

      with a copy to the Guarantor as follows:

                     E'town Corporation
                     600 South Avenue
                     Westfield, NJ  07091-0788
                     Attn: Henry Patterson, III
                     Phone:  (908) 654-1234
                     Facsimile:  (908) 232-2719

      Notices required to be given to the Township shall be
addressed as follows:
                     Township of Edison
                     100 Municipal Boulevard
                     Edison, NJ  08817-3399
                     Attn:  Business Administrator
                            and Township Attorney
                     Phone:  (908) 248-7200
                     Facsimile:  (908) 287-6679
 
      Section 10.9.  Public Notices.  The Township shall issue all
public notices associated with non-compliance with regulatory
requirements for drinking water standards, if and as required,
and the Operator shall prepare such notice(s) in compliance with
the applicable regulation, submit such to the Township, and pay
all costs incurred by the Township associated therewith and shall
provide all necessary support that the Township may reasonably
require.
      Section 10.10. Application of Law.  This Agreement shall be
governed in accordance with the laws of the State of New Jersey.
      Section 10.11. Relationship.  The relationship of the
Operator to the Township is that of independent contractor and
not one of employment.  None of the employees or agents of the
Operator shall be considered employees of the Township.  For the
purposes of all state, local and federal laws and regulations,
the Operator shall exercise primary management and operational
decision making authority.  Nothing contained herein shall be
construed to place the parties in the relationship of partners or
joint venturers and neither party shall have the power to
obligate or bind the other party in any manner whatsoever.
      Section 10.12. Public Relations.  The Operator shall
develop, with the advice and consent of the Township, a
communications, publicity and community relations program in
order to keep the Township and System users informed about the
operation and maintenance of the System.  The Operator will deal
in a professional manner with community groups concerned with any
aspect of the operation of the System.  The Operator shall
prepare written summaries of all formal meetings with the
Township and/or community groups and provide the Township with a
copy.
      Section 10.13. Notice of Litigation.  In the event the
Operator or Township receives notice of or undertakes the defense
or the prosecution of any actions, claims, suits, administrative
or arbitration proceedings or investigations in connection with
the System, the party receiving such notice or undertaking such
prosecution shall give the other party timely notice of such
proceedings and will inform the other party in advance of all
hearings regarding such proceedings.
      Section 10.14. Cost Substantiation.  With respect to any
costs and expenses incurred or to be incurred by the parties
hereto in the performance of their obligations hereunder, all
such costs and expenses shall be reasonably documented and
accompanied by a certificate, signed by an Authorized
Representative of the Township or the Operator, as the case may
be, stating the reason for incurring the cost, the amount of the
cost, including labor, materials and a fixed overhead, the event
or Section of this Agreement giving rise to the requesting
party's right to incur such cost, and that such cost represents a
competitive price for the service or materials supplied and any
other information that is reasonably requested by the other party
in order to assist in the evaluation and approval of the
certificate; provided, however, that such amounts shall not
include any contingency amounts.
      Section 10.15. Unforeseen Events.   (a) If an Unforeseen
Event occurs causing change in the operations of the System or
the operational costs, the Operator shall prepare a proposal to
be submitted to the Township and the Township's consulting
engineer that describes the cause of the changes, the extent of
the changes, the anticipated duration of the changes, the cost
impact (increase or decrease) of the changes, and the duration of
time that such anticipated cost increases or decreases will be in
effect.  Such cost increases or decreases will be a Pass-through
Charge or Pass-through Credit, as the case may be, and shall be
recovered in the following year or over several years.
      If an Unforeseen Event occur that causes a material adverse
change in the operations of the System or the operational costs
of the System, the Operator shall prepare a proposal to be
submitted to the Township and the Township's consulting engineer
that describes the cause of the changes, the extent of the
changes, the anticipated duration of the changes, the cost impact
(increase or decrease) of the changes, and the duration of time
that such anticipated cost increases or decreases will be in
effect.  If the Township approves such Proposal, such cost
increase or decrease shall be recovered in accordance with
Section 10.15(a).  Notwithstanding the above, if Unforeseen Event
occurs that has a material adverse impact on the System and the
cost of operating the System either party may terminate this
Agreement pursuant to Section 9.4.  The Operator and/or Township
shall also submit proposals to decrease the rates if an
Unforeseen Event occurs that causes a decrease in costs.
Notwithstanding anything herein to the contrary, an Unforeseen
Event as defined in Section (a) of such definition shall become a
Pass-through Charge or Pass-through Credit, as applicable,
immediately upon the payment or receipt thereof by the Operator
without consulting the Township.
      Section 10.16. Dispute Resolution.  Any disputes arising
under this Agreement shall be referred to the Operations
Committee for resolution.  If the dispute cannot be resolved by
the Operations Committee to the satisfaction of both the Township
and the Operator, such dispute shall be referred to a committee
comprised of one senior officer selected by the Operator and one
senior official of the Township designated by the Mayor.  If the
dispute still is not resolved to the satisfaction of both the
Township and the Operator, either party shall be entitled to
refer the dispute to an arbitration panel comprised in the
following manner:  The Township and the Operator shall each
select one (1) independent third party to serve as an arbitrator
and shall together select one (1) additional mutually acceptable
independent third party to serve as an arbitrator, so that a
panel of three (3) independent third-party arbitrators will be
formed.  The decision of said panel on any disputes arising under
this Agreement shall be binding on both the Township and the
Operator.
      Section 10.17. Provisions Relating to Wheeling.  (a)  To
fully utilize the System for the mutual benefit of both the
Township and the Operator, the Operator may, pursuant to
applicable law, explore opportunities to sell to customers
outside of the Township surplus water produced and supplied by
parties other than the Township, transported by the System, and
not needed to fulfill the terms of this Agreement; provided,
however, that such agreements shall not (i) impair the ability of
the Operator to provide the Services contemplated by this
Agreement, or (ii) unduly burden or cause extraordinary wear and
tear on the System facilities or structures.  The Operator shall
notify the Township and its consulting engineer in writing and in
advance of its intention to explore such opportunities, and the
Township shall have the unqualified right to reject the
Operator's proposed arrangement.
      (b)  The Township shall annually receive ten percent (10%)
of the Net Revenues to the Operator of any such sales.
      (c)  If this Agreement is terminated prior to the expiration
of the Term hereof for any reason (other than a termination under
Section 9.2 and Section 9.4) and a wheeling arrangement pursuant
to Section 10.17(a) is in effect and the Operator has not
invested any capital relative to the arrangement, the Operator
shall continue to receive its share all of the Net Revenues from
the date of termination of this Agreement and continuing until
the termination of such wheeling arrangement.
      (d)  In the event that the Operator invested capital in
order to effectuate the wheeling arrangement, at the Township's
sole discretion, the Township may either (i) reimburse the
Operator for any and all unrecovered or unamortized capital costs
of the Operator associated with the wheeling arrangement as part
of the termination fee set forth in Sections 9.2, 9.3, 9.4 and
9.5, or (ii) share a percentage of the Townships's share of the
Net Revenues provided for in Section 10.17(c) to enable the
Operator to recover its unrecovered capital investment over a
period of ten (10) years or the remaining period under any
financing or loan agreements of the Operator, whichever is
shorter.
      Section 10.18. Expiration of the Agreement.  Upon the
expiration of this Agreement, the parties hereto shall determine
the amount of any unamortized Additional Capital Improvements,
Township Administrative Fees and Pass-through Charges or
Pass-through Credit and shall make provisions for the payment
thereof to/from the Operator from/to the Township, as applicable.





<PAGE>
      IN WITNESS WHEREOF, the parties have hereunto set their
hands and fixed their seals as of the date first above written.
ATTEST:                                   TOWNSHIP OF EDISON



                               By:                                
                                    Name:  George A. Spadoro
                                    Title: Mayor


ATTEST:                                   EDISON WATER COMPANY



                               By:                                
                                    Name:   Henry S. Patterson,
III
                                    Title:  President



<PAGE>
SCHEDULE A

BASE SERVICE RATE






<PAGE>
SCHEDULE B

GUARANTY AGREEMENT

      THIS GUARANTY, made as of this ____ day of ______, 1997, by
E'town Corporation, a New Jersey corporation (the "Guarantor"),
to and for the benefit of the Township of Edison, New Jersey
("Township");

WITNESSETH

      WHEREAS, the Township intends to enter into a Agreement (the
"Agreement") with _________________ (the "Company"), a subsidiary
of the Guarantor for the operation, maintenance and management of
the Township's water system (the "System"); and

      WHEREAS, the Township has required the Company under the
Agreement to provide this guaranty (the "Guaranty") from the
Guarantor pursuant the Agreement; and

      WHEREAS, the Guarantor acknowledges that the Township would
not enter into the Agreement unless the Guarantor provided this
Guaranty and the Guarantor will receive benefit because of the
Agreement; and

      WHEREAS, the Guarantor is willing to provide such Guaranty;

      NOW THEREFORE, as an inducement to the Township to enter
into the Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor agrees as follows:

      (1)  The Guarantor hereby guarantees the full and prompt
performance by the Company of all the Company's obligations under
the Agreement when due (the "Obligations") in accordance with the
terms and conditions contained herein.

      (2)  The Guarantor further guarantees that in the event the
Company fails to duly and properly perform and satisfy when due
any and all of its Obligations under the Agreement, Guarantor
will, upon written demand of the Township, setting forth the
specific failure of the Company, promptly perform and satisfy
those Obligations set forth in such demand.

      (3)  The obligations of the Guarantor under this Guaranty
(i) shall be absolute, irrevocable and unconditional under any and
all circumstances without regard to the genuineness, validity,
legality or enforceability of the Agreement (unless the Township,
its successors or assigns, asserts any claim or defense based on
any alleged invalidity, illegality or unenforceability of the
Agreement or any term thereof) or of any term thereof, or lack of
power or authority of any party (other than the Township) to
enter into the Agreement, or any substitution, release or
exchange of any other guaranty of or any security for the
Obligations, and irrespective of any other circumstances which
might otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor, (ii) are in no way conditional
upon any attempt to enforce performance or compliance by the
Company and (iii) shall remain in full force and effect until the
performance by the Company of all of its performance and payment
Obligations under the Agreement.  This Guaranty shall continue to
be effective or be automatically reinstated, as the case may be,
if at any time any payment by or on behalf of the Company or the
Guarantor in respect of the Obligations is rescinded or must
otherwise be restored by the Township to the Company or such
Guarantor, as the case may be, or any assignee of the Township
for any reason whatsoever, including, but not limited to, any
proceedings in bankruptcy or reorganization, as though such
payment had not been made and the Guarantor agrees that it shall
indemnify the Township on demand for all costs and expenses
(including, without limitation, fees and expenses of counsel)
incurred by the Township in connection with any such rescission
or restoration.  Without limiting the generality of the
foregoing, the obligations of the Guarantor shall not be
affected, reduced, modified or impaired upon the happening from
time to time of any of the following events, whether or not with
notice to or the consent of Guarantor:

           (a)  the failure to give notice to Guarantor of the
      occurrence of a default by the Company under the terms and
      provisions of the Agreement;

           (b)  the modification or amendment (in accordance with
      the terms of the Agreement) (whether material or otherwise)
      of any obligation, covenant or agreement set forth in the
      Agreement;

           (c)  any failure, omission, delay by or lack on the
      part of the Township to assert or exercise any right, power
      or remedy conferred on the Township in the Agreement or this
      Guaranty;

           (d)  the voluntary or involuntary liquidation,
      dissolution, sale or other disposition of all or
      substantially all of the Township's and/or the Company's
      assets, the marshalling of the Township's and/or the
      Company's assets and liabilities, the receivership,
      insolvency, bankruptcy, assignment for the benefit of
      creditors, reorganization, arrangement, composition with
      creditors, or readjustments of, or other similar proceedings
      affecting the Township and/or the Company or the Guarantor
      or any of the assets of any of them;

           (e)  the assignment (in accordance with the terms of
      the Agreement) of any right, title or interest of the
      Township in the System or the Agreement to any other person,
      including, without limitation, any person providing
      financing to the Township and any entity purchasing an
      interest in the System pursuant to a leverage lease or
      similar arrangement; or

           (f)  any other cause or circumstance, foreseen or
      unforeseen, whether similar or dissimilar to any of the
      foregoing;

      it being the intent of Guarantor that its obligations
      hereunder shall not be discharged except by payment for
      and/or performance of the Company's Obligations, and then
      only to the extent of such payment or performance.

      (4)  Guarantor hereby waives diligence, presentment, demand
of payment, protest and all notices whatsoever, including,
without limitation, notice of (1) any alteration or modification
of the Agreement, provided such alteration or modification has
been duly executed by the Company, (2) the Township's acceptance
and reliance on this Guaranty and (3) notice of default or demand
in the case of default, provided such notice or demand has been
given to or made upon the Company, and any requirement that the
Township exhaust any right, power or remedy or proceed against
the Company under the Agreement or any other agreement or
instrument referred to herein or therein or against any other
person under any other guarantee of, or security for, any of the
Obligations.

      (5)  If a demand, in accordance with Section 2 of this
Guaranty, is made upon the Guarantor and the Guarantor duly and
properly performs the obligations of the Company set forth in the
demand, then (a) after satisfaction in full of all of the
Obligations, the Guarantor shall be subrogated to the rights of
the Company against the Township, and (b) the Township shall
suspend the pursuit of any remedy against the Company in respect
of any such Obligations which have been fully satisfied by
Guarantor hereunder;

      (6)  The Guarantor hereby represents and warrants that:

           (a)  it is a corporation duly organized and existing
      under the laws of the State of New Jersey and qualified to
      do business therein; it is not in default under any
      provisions of the laws of said state or under its
      certificate of incorporation; it has corporate power under
      said laws and under its certificate of incorporation to
      enter into and perform all agreements on its part herein
      contained; it has, by proper corporation action, duly
      authorized the entering into and the execution and delivery
      of this Guaranty; and entering into this Guaranty and
      performance hereunder is not an event of default or
      otherwise contrary to any obligation by which it is bound;
      and this Guaranty has been duly and validly executed and
      delivered by the Guarantor and constitutes its legal, valid
      and binding obligation, enforceable in accordance with its
      terms (except as such enforceability may be limited by
      applicable bankruptcy, insolvency, reorganization,
      moratorium or similar laws affecting rights of creditors of
      Guarantor generally); and

           (b)  there is no action or proceeding pending or
      threatened against it before any court or administrative
      agency that could reasonable adversely affect its ability to
      perform its obligations under this Guaranty and all
      authorizations, consents and approvals of governmental
      bodies or agencies required in connection with the execution
      and delivery of this Guaranty or in connection with the
      performance of its obligations hereunder have been obtained
      as required hereunder or by law.

      (7)  This Guaranty shall be governed by the laws of the
State of New Jersey, and the Guarantor hereby agrees to service
of process in the State of New Jersey for any claim or
controversy arising out of this Guaranty or relating to any
breach and to submit to the exclusive jurisdiction of any court
of competent jurisdiction in the State.

      (8)  This Guaranty shall be binding upon and enforceable
against the Guarantor, its successors and assigns, and is for the
benefit of the Township, its successors, agents and assigns.

      IN WITNESS WHEREOF, Guarantor has executed this instrument
the day and year first above written.



Attest:                                        E'TOWN CORPORATION



                                          By:
                    
                                               Name:
                    
                                               
Title:                    




<PAGE>
SCHEDULE C

MINIMUM ADMINISTRATIVE CRITERIA


      A Operator has the corporate resources, staff and personnel
      necessary to provide all of the required management,
      financial, and support Services as specified in the
      Agreement.  An organizational chart must be maintained which
      sets forth the staff and personnel to be utilized in
      connection with the Services described in the Agreement.





<PAGE>
SCHEDULE D

MINIMUM CAPITAL IMPROVEMENTS

1. Cleaning and Lining of Water Mains

-------------------------===========================================
                Approx
                Length
 Year   Diameter  (ft)                    Location
-------------------------===========================================
--------------------------------------------------------------------
 1,998    16"    2,600   Along Brunswick Ave from Plainfield Ave
                         to Hana Rd
--------------------------------------------------------------------
--------------------------------------------------------------------
          10"    3,700   Along Rt 27 from 20" main near Sycamore
                         Ave to Division St
--------------------------------------------------------------------
--------------------------------------------------------------------
          10"    2,850   Along Plainfield Ave from Rt 27 to 12"
                         main north of Central Ave
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    3,300   Along Plainfield Ave from Brunswick Ave
                         to Division St
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    1,700   Along Division St from Rt 27 to
                         Plainfield Ave
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    4,900   Along Loring Ave from Rt 27 to Woodbridge
                         Ave
--------------------------------------------------------------------
--------------------------------------------------------------------
          16"    3,200   Along Kilmer Rd from S. Truman Dr to
                         Plainfield Ave
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    1,400   Along Colton Rd & Raleigh Rd from Rt 27
                         to Winthrop Rd
--------------------------------------------------------------------
--------------------------------------------------------------------
          10"    1,500   Along Winthrop Rd from Cambridge Rd to
                         Blvd of the Eagles
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    1,400   Along Cambridge Rd from Winthrop Rd to
                         Eastlick Rd
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"     850    Along Eastlick Rd from Cambridge Rd to
                         Stony Rd
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    1,200   Along Stony Rd from Eastlick Rd to Eden
                         Ave
--------------------------------------------------------------------
--------------------------------------------------------------------
          8"      950    Along Jefferson Blvd from Loring Ave to
                         Plainfield Ave
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    2,450   Along Plainfield Ave from Brunswick Ave
                         to designated pt on map
--------------------------------------------------------------------
--------------------------------------------------------------------
        Subtotal 32,000
--------------------------------------------------------------------
--------------------------------------------------------------------

--------------------------------------------------------------------
--------------------------------------------------------------------
 1,999    10"    3,550   Along Woodbridge Ave from Loring Ave to
                         end of 10" main near Crowells Rd
--------------------------------------------------------------------
--------------------------------------------------------------------
          16"    2,800   Along Woodbridge Ave from Loring Ave to
                         Old Post Rd
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    6,500   Along Woodbridge Ave from Old Post Rd to
                         Mill Rd
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    5,000   Along Woodbridge Ave from Mill Rd to Old
                         Post Rd
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    5,950   Along Woodbridge Ave from Old Post Rd to
                         a point
--------------------------------------------------------------------
--------------------------------------------------------------------
          10"    5,200   Along Old Post Rd from Woodbridge Ave to
                         Rt 1
--------------------------------------------------------------------
--------------------------------------------------------------------
          10"    2,500   Along Old Post Rd from JCP&L ROW to Rt 1
--------------------------------------------------------------------
--------------------------------------------------------------------
          8"      750    Along Old Post Rd from Rt 1 to Mill Rd
--------------------------------------------------------------------
-------------------------===========================================
          10"    5,400   Along Miko Rd, Idlewild Rd from Old Post
                         Rd to Rt 27
-------------------------===========================================
--------------------------------------------------------------------
          10"    1,550   Along Rt 27 from Idlewild Rd to Fitch Rd
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    1,200   Along Rt 27 from Talmadge Rd to Municipal
                         Blvd
--------------------------------------------------------------------
--------------------------------------------------------------------
          10"    1,700   Along Duclos Lane from Woodbridge Ave to
                         Rose St
--------------------------------------------------------------------
--------------------------------------------------------------------
          10"    1,600   Along Fox Rd from Woodbridge Ave to Leo St
--------------------------------------------------------------------
-------------------------===========================================
        Subtotal 43,700
-------------------------===========================================

 
-------------------------===========================================
                Approx
                Length
 Year   Diameter  (ft)                    Location
-------------------------===========================================
--------------------------------------------------------------------
 2,000    16"    1,300   Along Meadow Rd from Woodbridge Ave to
                         Clifton St
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    4,100   Along Meadow Rd from Clifton St to end as
                         shown on map
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    2,400   Along Executive Ave from Corporation ROW
                         to Mill Rd
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    1,500   Along Mill Rd from Distribution Blvd to
                         point shown on map
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    1,600   Along Distribution Blvd from Mill Rd to
                         the 16" main
--------------------------------------------------------------------
--------------------------------------------------------------------
          16"    1,300   Along Distribution Blvd from 16" main to
                         point shown on map
--------------------------------------------------------------------
--------------------------------------------------------------------
          16"    2,300   Along ROW paralleling College Dr from
                         Mill Rd to Distrib. Blvd
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    3,000   Along Midvale Rd from Meadow Rd to loop
                         back to Meadow Rd
--------------------------------------------------------------------
--------------------------------------------------------------------
          10"    2,900   Along ROW near Horizon Dr
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    4,000   Along Brotherhood St & ROW from Brunswick
                         Ave to point on map
--------------------------------------------------------------------
--------------------------------------------------------------------
          10"    4,900   Along PA RR & Rt 287 from Talmadge Rd
                         south to 12" main
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    3,400   Along National Rd from Talmadge Rd to 10"
                         main on map
--------------------------------------------------------------------
--------------------------------------------------------------------
          10"     800    Crossing Rt 287 from National Rd to
                         Durham Ave
--------------------------------------------------------------------
--------------------------------------------------------------------
          12"    3,500   Along New Durham Rd from Talmadge Rd to
                         Durham Ave
--------------------------------------------------------------------
--------------------------------------------------------------------
          10"    2,300   Along New Durham Rd & Reider Rd from
                         Durham Ave to point near Susan Place
--------------------------------------------------------------------
--------------------------------------------------------------------
        Subtotal 39,300
--------------------------------------------------------------------
--------------------------------------------------------------------

--------------------------------------------------------------------
--------------------------------------------------------------------
         TOTAL  115,000
--------------------------------------------------------------------

2. Looping of dead-end mains on Irving St. & Hillside Ave. by
      June, 1998

3. Replace 1,500 lineal ft. of 4" diameter main on Westervelt Ave
      with 8" main by June, 1998

4. Station B-3 Upgrades after completion of main cleaning and
      lining

        *Provide automatic feed of water into the B-3 reservoir
        through an electrically operated valve
        *Retrofit and upgrade station piping
        *Perform interior cleaning and exterior cosmetic
        improvements to the reservoir
        *Replace the hydrant
        *Perform minor electrical system improvements to address
        safety issues
        *Perform general building interior housekeeping (painting,
        cleanup, repairs)
        *Test and rehabilitate selected pumps and motors

5. Sealing and Capping of Five (5) abandoned Township wells by
      June, 1998

        *Pull out equipment and casing
        *Fill wells with concrete
        *Seal and cap wells

6. Provide SCADA Systems by June, 1999

        *Installation of remote terminal units, communication
        lines, emulation packages and wiring
        *Provision of personal computer, printer and training

7. Meter Replacement - ongoing

        *Replace all meters that are 10 years old or older within
        first 5 years of contract with meter and encoder register
        pad
        *Replace meters sized 2 inches and below again after ten
        years with new meters only
        *Replace or repair meters larger than 2 inches at least
        every 10 years after initial replacement





<PAGE>
SCHEDULE E

MINIMUM FINANCIAL CRITERIA

           (1)  The Operator or Guarantor shall maintain a net
                worth of at least Five Million Dollars
                ($5,000,000).

           (2)  The Operator or Guarantor shall maintain annual
                pre-tax earnings of at least One Million Dollars
                ($1,000,000) per year.

           (3)  The Operator or Guarantor shall maintain cash
                and/or cash equivalents (such as marketable
                securities) of at least Two Million Five Hundred
                Thousand Dollars ($2,500,000).  [A portion of the
                "cash equivalent" can include an unencumbered line
                of credit up to One Million Dollars ($1,000,000)
                that the Operator or Guarantor can access during
                the Term of the Agreement.]





<PAGE>
SCHEDULE F

MINIMUM TECHNICAL CRITERIA


      (1)  The Operator shall maintain in its employ at least
           three supervisory personnel experienced in providing
           supervision, trouble shooting, evaluations, and other
           technical information in support of operation and
           maintenance of water facilities.

      (2)  The Operator shall maintain in its employ at least
           three supervisory personnel with current public water
           distribution systems license classification pursuant to
           N.J.S.A. 58:11-64 et. seq. and N.J.A.C. 7:10-13 of W3
           or higher for operation of water facilities in
           accordance with Department permits.

      (3)  The Operator shall maintain in its employ sufficient
           technical, managerial, administrative, office, field,
           clerical and accounting staff to efficiently and
           effectively render the Services as specified herein.

      (4)  The Operator must continuously own or lease, or
           evidence a commitment to own or lease a sufficient
           number and type of vehicles and equipment to render the
           required Services.

      (5)  The Operator shall continuously conduct System
           evaluations and engineering reviews and to implement
           improvements in operations and maintenance practices to
           improve performance, efficiency and reliability.

      (6)  The Operator shall maintain an emergency contingency
           plan.




<PAGE>
21255-004  114412.10

SCHEDULE G

OPERATING PERFORMANCE STANDARDS

====================================================================
                          1. FIRE FLOWS*
====================================================================
--------------------------------------------------------------------
        Type of Development            Fire Flow    Duration (Hrs.)
                                        (Min.)
--------------------------------------------------------------------
--------------------------------------------------------------------
Single-family house                    1000 gpm            2
(>100' between houses)
--------------------------------------------------------------------
--------------------------------------------------------------------
Single-family house                    1000 gpm            2
(<100' between houses)
--------------------------------------------------------------------
--------------------------------------------------------------------
Multi-family house (max. 4)            1,000 gpm           2
--------------------------------------------------------------------
--------------------------------------------------------------------
Apartment building                     1,500 gpm           2
--------------------------------------------------------------------
--------------------------------------------------------------------
Commercial (light)                     1,750 gpm           2
Commercial (medium)                    2,500 gpm           3
Commercial (heavy)                     3,000 gpm           3
--------------------------------------------------------------------
--------------------------------------------------------------------
Industrial                             3,500 gpm           3
--------------------------------------------------------------------


====================================================================
                            2. PRESSURE
====================================================================
--------------------------------------------------------------------
 20 psi at street level under all flow conditions, including fire
                                and
       30 psi at street level under peak day flow conditions
--------------------------------------------------------------------


====================================================================
                         3. WATER QUALITY
====================================================================
--------------------------------------------------------------------
Turbidity                          < .5 NTU at 95% of samples
                                   within any given month
--------------------------------------------------------------------
--------------------------------------------------------------------
Iron                               < .3 mg/l
--------------------------------------------------------------------



*Provided (i) that the mains serving the location in question and
giving effect for the location of the place of measurement within
the System, could provide such flows if in good condition and
operated in accordance with prudent utility practice, and (ii)
giving effect for (i) above, any deviation from the schedule does
not materially adversely affect the ISO rating of the System and
the cost and availability of insurance for users of the System.
Provided further that the coefficient of the pipes shall be C=85
for the calculation of whether the required fire flow can be
delivered.


<PAGE>
21255-004  114412.10

SCHEDULE H

WATER SUPPLY AGREEMENTS


                THIS AGREEMENT made this ______________ ___, 1997

BETWEEN

                ELIZABETHTOWN WATER COMPANY, a public utility and
           corporation organized under the laws of the State of
           New Jersey, with its principal office at 600 South
           Avenue, Town of Westfield, County of Union, State of
           New Jersey,

                hereinafter referred to as "Elizabethtown,"

AND

                TOWNSHIP OF EDISON, in the County of Middlesex, a
           municipal corporation organized under the laws of the
           State of New Jersey, Township of Edison, County of
           Middlesex, State of New Jersey,

                hereinafter referred to as "Edison."

           WHEREAS, Edison desires to obtain a supply of water to
be used by the Township and its inhabitants; and
           WHEREAS, Elizabethtown has a Rate Schedule No. ED-8,
Service to Other Systems Under Contract, filed under authority of
the Board of Public Utilities, and Edison desires to obtain a
supply of water under that rate schedule and subject to its
provisions, as may be amended and supplemented under approval of
the Board of Public Utilities; and
           WHEREAS, Elizabethtown and Edison presently have a
contract for water supply dated December 27, 1967, which expires
on December 27, 1997 and which requires certain amendments and
the parties desire to have this Agreement supersede said contract.
W I T N E S S E T H:
           Elizabethtown agrees to sell, deliver and transport to
Edison, and Edison agrees to purchase and accept water from the
water sources or supply of Elizabethtown at the rates set forth
in the Rate Schedule No. ED-8, Service to Other Systems Under
Contract and subject to its provisions as may be amended and
supplemented under approval of the Board of Public Utilities.
           It is further agreed between Elizabethtown and Edison
that:
           1.   The Term of this agreement shall be thirty (30)
years.
           2.   Elizabethtown will meter all water supplied to
Edison at the existing Truman Drive Meter (hereinafter called the
"Truman Drive Meter Station") and at the existing meter on
Talmadge Road (hereinafter called "Talmadge Road Meter Station"
and together with the Truman Drive Meter Station, the "Meter
Stations") and at such other points as may be designated by
mutual agreement.  As further consideration for this Agreement
and pursuant to the provisions of the County and Municipal Water
Supply Act, N.J.S.A. 40A:31-1 (the "Water Supply Act"),
Elizabethtown agrees to expand and upgrade the Talmadge Road
Booster Station in order to enhance the volume, pressure and
quality of water to be supplied by Elizabethtown to Edison as
follows:

           (a)  Install two new ten thousand (10,000) gallon per
           minute (gpm) pumps with three hundred (300) horsepower
           motors;

           (b)  Install a variable frequency drive and controls to
           the motor, which will allow the pump to maintain
           reasonably constant pressure in the system, regardless
           of fluctuations in system demand;
 
           (c)  Install an enclosed diesel driven standby power
           generator;

           (d)  Install an automatic transfer switch;

           (e)  Upgrade station piping;

           (f)  Upgrade electrical wiring; and

           (g)  Install remote sensory units and switches to allow
           for twenty-four (24) hour monitoring and control of the
           Station at Elizabethtown's central control room in
           Netherwood.


      All expenses associated therewith shall be solely at the
expense of Elizabethtown.  In order to enable Elizabethtown to
undertake such improvements, Edison, pursuant to the Water Supply
Act, hereby grants an exclusive license to Elizabethtown for the
term of this Agreement to enable it to operate, maintain and make
the improvements to the Talmadge Road Booster Station.  All
improvements shall be owned by Elizabethtown.
           3.   Elizabethtown will not be required to supply water
at a total rate of flow greater than four and one-half million
(4,500,000) gallons per day through the Meter Stations unless
notified at least twenty-four (24) hours in advance by Edison or
its operator and in that event, the total rate of flow shall not
exceed seven million and seven hundred fifty thousand (7,750,000)
gallons per day, unless written permission of Elizabethtown is
obtained as a supplement hereto, except that these rates of flow
and daily quantities may be exceeded on reasonable notice in case
of fire or other catastrophe requiring an emergency supply of
water.


<PAGE>
21255-004  114412.10

           4.   Initially, Edison will furnish Elizabethtown with
a statement of its total minimum daily requirements for the Meter
Stations, which will not be less than four million five hundred
thousand (4,500,000) gallons per day.  Thereafter, Edison or its
operator will submit to Elizabethtown, at intervals of six (6)
months, a written statement of its total minimum daily
requirements for the following six (6) months, which minimum for
the Meter Stations shall not be less than four million five
hundred thousand (4,500,000) gallons per day.  This statement
shall fix the rate category for the period, as indicated in the
filed rate schedule.
           5.   The charge for the amount of water supplied shall
be determined by the total daily quantity supplied through the
Meter Stations multiplied by the rate for the category fixed for
each six-month period.  The daily charge to be paid by Edison
shall not be less than the stated total minimum daily
requirements for the Meter Stations multiplied by the rate for
the category fixed for the six (6) month period.
           6.   Elizabethtown shall provide a continuous, regular
and uninterrupted supply of water to Edison.  Elizabethtown
undertakes to supply such continuous and regular service to
Edison subject to interruptions by reason of acts of God,
accident, strike, legal process, State or municipal interference
or other causes whatsoever beyond its control and shall not be
liable for damages to Edison by reasons of interruptions in the
supply of water to Edison's system.
           7.   This contract shall go into effect on _________
__, 1997.


<PAGE>
21255-004  114412.10

           IN WITNESS WHEREOF, the Elizabethtown Water Company has
caused these presents to be signed by its Senior Vice President
and its corporate seal to be affixed hereto and attested by its
Secretary, and the Township of Edison, in the County of
Middlesex, has caused these presents to be signed by its Mayor,
and its corporate seal to be affixed hereto and attested by its
Clerk, the day and year first above written.

                                    ELIZABETHTOWN WATER COMPANY


                                    By:_________________________
                                       Norbert Wagner
                                       Senior Vice President

Attest;


_____________________________
Walter M. Braswell, Secretary

                                    TOWNSHIP OF EDISON, in the
                                    County of Middlesex


                                    By:__________________________
                                       George A. Spadoro
                                       Mayor


Attest:

______________________________
Reina A. Murphy, Clerk



<PAGE>
SCHEDULE I

FACILITIES TO RECEIVE FREE SERVICE


<PAGE>
21255-004  114412.10


     Building                    Address             Description
Municipal Complex            100 Municipal Blvd.    Municipal Bldg.
Senior Citizen Bldg.         2963 Woodbridge Ave.   Recreation Center
Toth Health Center           80 Idlewild Road       Health Center
Animal Shelter               125 Municipal Blvd.    Shelter
Stelton Community Center     328 Plainfield Ave.    Recreation Center
Fire House #1                Plainfield Ave at      Township House
Fire House #2                Simpson                Township House
                             Lincoln Hwy at
                             Langstaff Ave
Free Public Library          Plainfield Ave at      Library
                             Division St
Parks & Bldgs Maint. Garage  Now St (off            Maintenance Garage
Municipal Garage             Woodbridge)            Maintenance Garage
                             745 New Durham Road
Water Utility Office         Langstaff Ave (North of Highway 27)
Sewer Dept. Pump Station     National Road          Pump Station
Sewer Dept. Pump Station     Woodbridge Avenue      Pump Station
                             (West of NJ Turnpike)
Sewer Dept. Pump Station     Marina Drive-Marina    Pump Station
Sewer Dept. Pump Station     Apts.                  Pump Station
                             Brunswick Avenue
                             (near Nursing Home)
Sewer Dept. Pump Station     Bartha Ave (off        Pump Station
                             Sutton's Lane)
First Aid Squad Building     Lakeview Drive         First Aid



<PAGE>
21255-004  114412.10





<PAGE>
SCHEDULE J

EMPLOYEES TO BE HIRED OR PAID FOR BY OPERATOR

                               Bolger, Mathew
                               Schappauf Jr., Peter
                               Sperber, Lothar
                               Valentino, Lawrence
                               Petty, Timothy
                               Ghilino Jr., Louis N.
                               Morgan, Harry
                               Pinter, Joseph A.
                               Combenakis, Steven
                               Wood, William Craig
                               Singley, Hubert
                               Richardson, Arnold R.
                               Dreyfus, David
                               Catalano, Donald
                               Leight, Christopher
                               Christie, Carole
                               Bobrowski III, John
                               Kennedy, Alexander
                               Lucey, Joseph M.
                               Stebila, Joseph





<PAGE>
SCHEDULE K

ANNUAL PAYMENTS

Year                             Amount
  July 1, 1997 - June 30, 1998          845,399
  July 1, 1998 - June 30, 1999          874,988
  July 1, 1999 - June 30, 2000          321,368
  July 1, 2000 - June 30, 2001          332,615
  July 1, 2001 - June 30, 2002          344,257
  July 1, 2002 - June 30, 2003          356,306
  July 1, 2003 - June 30, 2004          368,777
  July 1, 2004 - June 30, 2005          381,684
  July 1, 2005 - June 30, 2006          395,043
  July 1, 2006 - June 30, 2007          408,869
  July 1, 2007 - June 30, 2008          423,180
  July 1, 2008 - June 30, 2009          437,991
  July 1, 2009 - June 30, 2010          453,321
  July 1, 2010 - June 30, 2011          469,187
  July 1, 2011 - June 30, 2012          485,608
  July 1, 2012 - June 30, 2013          502,605
  July 1, 2013 - June 30, 2014          520,196
  July 1, 2014 - June 30, 2015          538,403
  July 1, 2015 - June 30, 2016          557,247
  July 1, 2016 - June 30, 2017          576,750