9/13/99


                   PURCHASE AND SALE AGREEMENT

                            RECITALS

      A.   Seller is the owner of certain real property located in the
Town of Seymour and City of Ansonia, County of New Haven, State of
Connecticut described in Exhibit A attached hereto and incorporated
herein by this reference.

      Said real property, together with any and all improvements,
fixtures, timber, water and/or minerals located thereon and any and all
rights appurtenant thereto including but not limited to timber rights,
water rights, grazing rights, access rights and mineral rights, shall
be referred to in this Agreement as the "Subject Property".

      B.   Seller acknowledges that Buyer is entering into this
Agreement in its own right and that Buyer is not an agent of any
governmental agency or entity.

      C.   Buyer is a conservation organization having among its
purposes the acquisition on behalf of the public of open space, scenic
and recreational lands.  Buyer is exempt from taxation under Section
501(c)(3) of the Internal Revenue Code and is included in the
"Cumulative List of Organizations described in Section 170 (c) of the
Internal Revenue Code" published by the Internal Revenue Service.
Buyer is a nonprofit organization organized for the purpose of holding
undeveloped land in trust for conservation or recreation purposes within
the meaning of Connecticut General Statutes Section 12-498 (a)(16).
Buyer is not a private foundation within the meaning of Section 509(a)
of the Internal Revenue Code.

     D.   Seller believes that the purchase price for the Subject
Property which is specified in this Agreement is below fair market
value.  Seller intends that the difference between the purchase price
and fair market value shall be a charitable contribution to Buyer.
However, Buyer makes no representation as to the tax consequences of
the transaction contemplated by this Agreement.  Seller will obtain
independent tax counsel and be solely responsible for compliance with
the gift value substantiation requirements of the Internal Revenue Code.
To the extent that the purchase price is below the fair market value,
the parties agree that it does not reflect the existence of defects in
the Subject Property, such as environmental conditions requiring
remediation, known to Seller or Buyer.

THE PARTIES AGREE AS FOLLOWS:

     1.   Parties and Premises.  Birmingham Utilities, Inc., a public
service company, having a place of business in Ansonia, County of New
Haven, State of Connecticut which shall be referred to as "Seller",
agrees to SELL, and The Trust for Public Land (Inc.), a nonprofit
California public benefit corporation, with a place of business in New
Haven, Connecticut, which shall be referred to as "Buyer", agrees to
BUY, upon the terms hereinafter set forth, certain real property
located in the Town of Seymour and City of Ansonia, County of New
Haven, State of Connecticut described in Exhibit A attached hereto
and incorporated herein by this reference.  Said real property is
divided into two sections: 487+ acres on the east side of Beaver
Street (the "East Side Land") and 89+ acres on the west side of Beaver
Street (the "West Side Land"). Said combined real property, together
with any water, timber or minerals located thereon and any and all
rights appurtenant thereto, including but not limited to water, timber,
mineral and access rights, shall be referred to as the "Subject
Property".  The Subject Property is being sold "As Is", subject to the
terms and conditions of this purchase and sale agreement (the
"Agreement").

     2.   Deed and Title.  Seller shall convey to Buyer (or its nominee
or assignee, as permitted under Paragraph 22 herein, designated in
writing five (5) days prior to closing) a good and sufficient marketable
title to an indefeasible estate in fee simple, by Connecticut-form
Warranty Deed containing the usual covenants warranting good title in
fee simple free from all encumbrances (subject only to the exceptions
hereinafter set forth), in or to the Subject Property, as applicable.

     Said premises shall be conveyed subject only to the following:

     (a)  Real estate taxes of the Town of Seymour and City of Ansonia
on the current list, which taxes the Buyer will assume and agree to pay,
subject to a proration of current taxes as hereinafter provided.

     (b)  Building and building line restrictions and zoning, planning
and other municipal regulations of the Town of Seymour and City of
Ansonia as in effect on the date hereof.

     (c)  Any state of facts which a physical inspection or survey might
disclose, provided same do not render title unmarketable.

     (d)  Any balance, not delinquent as of closing, on any sewer,
water, sidewalk or other municipal improvement lien or caveat.

     (e)  Any and all provisions of any ordinance, municipal
regulation or public and private law.

     (f)  Easements in favor of the Seller as more particularly shown
on a recordable plan provided by Seller for (i) the installation, use,
operation, maintenance, repair, and replacement of water meter pits on
the Subject Property.

     (g)  A covenant running with the land restricting the use of not
less than 85% of the Subject Property to "open space or recreational
purposes" as defined by Sections 16-43 of the Connecticut General
Statutes on the date hereof.

     If Seller shall be unable to convey good clear record and
marketable title to Buyer at closing, Buyer shall have the option to
(a) close the transaction and accept such title as Seller can
convey; or (b) cancel this Agreement, in which event all sums paid
hereunder shall be returned to the Buyer and neither party shall have
any further liabilities or obligations to the other; provided, however,
before Buyer may exercise this option, it must afford the Seller the
opportunity to postpone the closing for a period of time up to thirty
(30) days in order that Seller may, if it so desires, attempt to remedy
the alleged title defect.

     Nothing shall constitute an "unmarketable" encumbrance, lien,
or exception to title for purposes of this Agreement if the Standards
of Title of the Connecticut Bar Association recommends that no
corrective or curative action is necessary in circumstances
substantially similar to those presented by such encumbrance, lien,
or exception to title.  Violations, at the time of closing of title,
of any governmental (including zoning and planning) rules, regulations
or limitations shall constitute exceptions to title for the purposes of
this Agreement only if such violations substantially impair the use of
the Subject Property (as applicable) for open-space land or other
municipal uses within the unrestricted portion of the Subject Property,
or if the Buyer has been unable to obtain title insurance without
additional premium from a title insurance company licensed in the State
of Connecticut.

     Buyer shall complete its review of title, and provide Seller with
a list of any objectionable title exceptions, within on or before
February 1, 2000 (the "Due Diligence Period").  Seller shall provide
Buyer with a current A-2 survey of the Subject Property by September
30, 1999, and Buyer shall have 30 days from the date of receipt to
review said survey and provide Seller with a list of any survey
objections.

     3.   Purchase Price.  The agreed purchase price (the "Purchase
Price") for the Subject Property is Six Million Fifty Thousand
($6,050,000.00), of which
          $    1,000  have been paid as a deposit this day,
          $   10,000  are to be paid within 15 days after the
                      completion of the Due Diligence Period (the
                      "Deposits"), and
          $6,039,000  are to be paid in certified funds at the Time
                      of Closing (as hereinafter defined).

          $6,050,000  Total

     4.   Date and Place of Closing.   Final settlement of the
obligations of the parties hereto at closing ("Closing") shall occur
at such date, place and time as Buyer designates; provided, however,
said date shall occur within forty-five (45) days after the later to
occur of (1) the final approval of all federal, state and/or local
funds needed to acquire the Subject Property and (2) Final Approval
by the Connecticut Department of Public Utility Control (DPUC),
in each case as provided for in Paragraph 31 herein, or as otherwise
agreed to by the parties, at such date, place and time as the parties
shall mutually agree.  Buyer may elect to acquire the East Side Property
and the West Side Property in separate closings without waiving Buyer's
contingency contained in Section 31 b. herein.  If Buyer so elects,
$5,475,000 of the Purchase Price shall be allocated to the East Side
Parcel and $575,000 shall be allocated to the West Side Parcel. All
deposits made hereunder shall be applied to the first closing.

     Notwithstanding the foregoing, however, in no event shall any
Closing hereunder occur after December 31, 2000 unless DPUC Final
Approval has not been obtained at least 45 days prior to said date,
in which event, Buyer shall designate a Closing date within 45 days
of Final Approval.  Buyer and Seller hereby acknowledge and agree that
time is of the essence for each and every term of this Agreement.
The parties agree that Buyer may arrange a simultaneous closing with
a public agency or municipality and Seller will cooperate in
coordinating such a simultaneous closing.

     5.   Title Insurance.  Buyer may, at Buyer's sole cost and expense,
purchase an ALTA owner's policy of title insurance (Owner's Form B-1970)
in the full amount of the Purchase Price insuring that title to the
Subject Property is vested in Buyer at Closing subject only to the
exceptions noted in Section 2.

     6.   Seller's Covenants.

     Seller covenants that, from and after the date hereof until the
Closing, Seller will not:

          (a)  make or suffer to be made any leases, contracts, options
or agreements whatsoever affecting the Subject Property, nor shall
Seller cause or permit any lien, encumbrance, mortgage, deed of trust,
right, restriction or easement to be placed upon or created with respect
to the Subject Property, except with the written consent of Buyer, which
consent shall not be unreasonably withheld, conditioned or delayed;

          (b)  remove or permit the removal of any vegetation, soil or
minerals from the Subject Property or disturb or suffer the disturbance
of the existing contours and/or other natural features of the land in
any way whatsoever;

          (c)  cause or permit any dumping or depositing of any
materials on the Subject Property, including, without limitation,
garbage, construction debris or solid or liquid wastes of any kind;
or,

          (d)  cause or permit any default beyond the applicable cure
period under any mortgage or deed of trust covering the Subject
Property, or cause or permit the foreclosure of any other lien affecting
the Subject Property.

     Seller shall promptly cure, at Seller's sole cost and expense, each
and every breach or default of any covenant set forth in this paragraph
upon receipt of notice thereof by Buyer. Buyer shall have the right, but
no obligation, to cure or cause to be cured any such breach or default,
at Seller's sole cost and expense if, in Buyer's reasonable judgment,
Seller has failed to promptly or completely cure the same or if such
action on Buyer's part is reasonably necessary to preserve and protect
the natural, scenic or other open space values of the Subject Property.
The reasonable costs of such cure attempted or effected by Buyer may,
at Buyer's election, be credited against the balance of the purchase
price due and payable at Closing.

     7.   Seller's Representations and Warranties.  Seller makes the
following representation and warranty:

          Seller has full power and authority to enter into this
Agreement (and the persons signing this Agreement for Seller if Seller
is not an individual have full power and authority to sign for Seller
and to bind it to this Agreement) and to sell, transfer and convey all
right, title and interest in and to the Subject Property, (i) subject
to the prior approval of the DPUC, (ii) subject to any and all
statutory rights of purchase in favor of third parties, and
(iii) subject to receipt by the Seller of a consent and waiver by the
holder of the First Mortgage Bonds under that certain Amended and
Restated Mortgage Indenture (the "Indenture"), dated as of August 9,
1991, by and between the Seller, formerly known as The Ansonia Derby
Water Company, and The Connecticut National Bank, as Trustee, which
has been succeeded as such by State Street Bank and Trust Company,
and the release of the Subject Property from the lien of the Indenture
by the successor trustee.

     8.   Deposits and Remedies upon Default.  All Deposits made
hereunder shall be held by Seller as earnest money for the proper
performance on the part of Buyer subject to the terms of this Agreement
and shall be duly accounted for at Closing. In the event Seller defaults
in the performance of any of Seller's obligations under this Agreement,
Buyer shall, in addition to any and all other remedies provided in this
Agreement or at law or in equity, have the right of specific performance
against Seller.  The parties acknowledge that Seller has no adequate
remedy at law in the event of Buyer's failure to fulfill its obligations
hereunder to purchase the Subject Property because it is impossible to
compute exactly the damages that would accrue to Seller in such event.
The parties have therefore taken these facts into account in setting
the amounts of the Deposits and hereby agree that: (i) such $11,000.00
amount is the best pre-estimate of such damages which would accrue to
Seller; (ii) said $11,000.00  amount represents damages and not any
penalty against Buyer; and (iii) if Buyer shall fail to fulfill Buyer's
obligations hereunder, said $11,000.00 amount paid hereunder by Buyer
shall be retained by Seller as its full and liquidated damages in lieu
of all other rights and remedies which Seller may have against Buyer at
law or in equity for such failure.

     9.   Environmental Assessment.  Buyer's obligation to purchase the
Subject Property pursuant to this Agreement shall be contingent upon a
determination by Buyer that the environmental conditions at the Subject
Property are acceptable to Buyer.

          a.   On or before the expiration of the Due Diligence Period,
Buyer, through its employees and agents, may enter upon the Subject
Property for the purpose of accomplishing an environmental assessment
of the soils, water and improvements (the "Environmental Assessment")
at Buyer's sole cost and expense.  Should Buyer determine, in its sole
discretion, based on its investigations of the Subject Property, that
the environmental conditions at the Subject Property or adjacent
property are unacceptable on or before the end of the Due Diligence
Period, Buyer shall so notify Seller, and Seller shall use its best
efforts, up to an expenditure of $5,000, to remove such unacceptable
condition by Closing.  In no event shall Seller be required to expend
more than $5,000 to cure such unacceptable condition.  In such case
where the cost of curing an unacceptable condition exceeds $5,000, and
Seller elects not to cure said condition, Buyer may elect to terminate
this Agreement, in which case Buyer shall have no obligation to purchase
the Subject Property, and all Deposits paid under the terms of this
Agreement shall promptly be refunded.  Buyer shall restore Subject
Property to its  original condition if it is disturbed as a result of
the environmental inspections.

     10.  Survey.  Seller shall be responsible for providing Buyer
with an A-2 survey and boundary monumentation for the Subject property
in conformance with the requirements of the Connecticut Department of
Environmental Protection.

     11.  Risk of Loss.  All risk of loss shall remain with Seller
until Closing.  In the event the Subject Property is destroyed or
damaged prior to Closing, Buyer shall have the right at its option to
terminate this Agreement by written notice to Seller, and thereupon
Seller shall refund to Buyer the full amount of the Deposits.  Seller
shall notify Buyer in writing of any damage to or destruction of the
Subject Property within five (5) days after Seller learns of such
damage or destruction.

     12.  Condemnation.  In the event of the taking of all or any part
of the Subject Property by eminent domain proceedings, or the
commencement of such proceedings prior to Closing, Buyer shall have the
right, at its option, to terminate this Agreement by written notice to
Seller, in which case Seller shall promptly refund to Buyer the
Deposits.  If Buyer does not so terminate the Agreement, then Buyer
may, at its option, either (i) proceed to Closing with the Purchase
Price reduced by the total of any awards or other proceeds received or
to be received by Seller as a result of such proceedings, or (ii)
proceed to Closing with an assignment by Seller of all Seller's right,
title and interest in and to any and all such awards and proceeds.
Seller shall notify Buyer in writing of any eminent domain proceedings
affecting the Subject Property within five (5) days after Seller learns
of such proceedings.

     13.  Adjustments.   Adjustments for taxes and the like shall be
made to the date of the Closing in accordance with the closing customs
of the bar of the County of New Haven. The parties acknowledge that the
conveyance of the Subject Property from Seller to Buyer, or to Buyer's
permitted nominee or assignee under Paragraph 21 herein, is exempt from
real estate conveyance taxes.

     14.  Notices.  All notices pertaining to this Agreement shall be
in writing delivered to the parties personally, by fax, commercial
express courier service or by first class United States mail, postage
prepaid, addressed to the parties at the addresses set forth below.
All notices given personally, by fax or by commercial express courier
service shall be deemed given when received. All notices given by mail
shall be deemed given when deposited in the mail, first class postage
prepaid, addressed to the party to be notified.  The parties may, by
notice as provided above, designate a different address to which notice
shall be given.


SELLER:

Birmingham Utilities, Inc.
230 Beaver Street
P.O. Box 426
Ansonia, CT  06401
Attn:  Betsy Henley-Cohn, Chairwoman
Tel: (203) 735-1888
Fax: (203) 732-2616

Copies of any notice to Seller should also be sent to:

Robert J. Metzler, II, Esq.
Tyler Cooper & Alcorn, LLP
City Place/35th Floor
Hartford, CT   06103-3488
Tel:  860-725-6203
Fax: 860-278-3802


BUYER:

The Trust for Public Land (Inc.)
33 Union Street, 4th Floor
Boston, MA 02108
Attn: Arthur Badger Blackett, Jr.
Senior Project Manager
Tel: (617) 367-6200
Fax: (617) 367-1616


Copies of any notice to Buyer should also be sent to:

The Trust for Public Land (Inc.)
33 Union Street, 4th Floor
Boston, MA 02108
Attn:  Dorothy Nelson Stookey, Esq.
Tel: (617) 367-6200
Fax: (617) 367-1616



     15.  Attorneys' Fees.  If any legal action is brought by either
party to enforce any provisions of this Agreement, the prevailing party
shall be entitled to recover from the other party reasonable attorneys'
fees and court costs in such amounts as shall be allowed by the court.

     16.  No Broker's Commission.  Each party represents to the other
that it has not used a real estate broker in connection with this
Agreement or the transaction contemplated by this Agreement.  In the
event any person asserts a claim for a broker's commission or finder's
fee against one of the parties to this Agreement, the party on account
of whose actions the claim is asserted will indemnify and hold the other
party harmless from and against said claim and the provisions of this
Paragraph 16 shall survive Closing or any earlier termination of this
Agreement.

     17.  Binding on Successors.  This Agreement shall be deemed a
covenant running with the land and shall be binding upon the parties
and also upon their heirs, personal representatives, assigns, and other
successors in interest.

     18.  Memorandum of Purchase and Sale Agreement  Not later than the
earlier of (a) the preparation of a metes and bounds description of the
Subject Property and (b) thirty days from the execution of this
Agreement by both parties, the parties shall sign a Memorandum of
Purchase and Sale Agreement in recordable form in the form of
Exhibit B, which is attached to this Agreement and incorporated herein
by this reference.  Buyer shall cause the Memorandum of Purchase and
Sale Agreement to be recorded.  In the event Buyer does not acquire the
Subject Property under the terms of this Agreement, Buyer shall, if
requested to do so by Seller, deliver upon demand a quitclaim deed or
release of purchase and sale in a form suitable for recordation covering
the Subject Property so as to eliminate any cloud on Seller's title to
the Subject Property.

     19.  Additional Documents.  Seller and Buyer agree to execute
affidavits customarily required for the issuing of title insurance
protecting against mechanics' liens and parties in possession and such
additional documents as may be reasonable and necessary to carry out the
provisions of this Agreement.

     20.  Non-Foreign Certificate.  Concurrently with the execution of
this Agreement, Seller shall execute a Non-Foreign Certificate pursuant
to Section 1445 of the Internal Revenue Code of 1986, as amended, and
shall deliver such certificate to Buyer.  Seller acknowledges that if
Seller is unable to certify that it is not a "foreign person," Buyer
may be required to withhold a portion of the Purchase Price at Closing
for federal income tax purposes.

     21.  Modification; Waiver.  This Agreement shall be construed
without regard to any presumption or other rule requiring construction
against the party causing this Agreement to be drafted.  No supplement,
modification, waiver or amendment of this Agreement shall be binding
unless specific and in writing executed by the party against whom such
supplement, modification, waiver or amendment is sought to be enforced.
No delay, forbearance or neglect in the enforcement of any of the
conditions of this Agreement or any rights or remedies hereunder shall
constitute or be construed as a waiver thereof.  No waiver of any of
the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision, whether or not similar, nor shall any
waiver constitute a continuing waiver.

     22.  Assignment of Buyer's Interest.  This Agreement shall not be
assigned by Buyer except as specifically provided herein.  The parties
hereto agree that the Buyer may assign its interest in this Agreement
to one or more municipalities or to an organization or entity that is
a qualified tax exempt organization at the time of transfer under
Section 170(h) of the Internal Revenue Code of 1986, as amended, and
the applicable regulations promulgated thereunder. Upon any such
assignment the assignee shall have all the rights and obligations of
the Buyer hereunder.  Buyer also may designate a nominee to take title
to the Subject Property at the Closing.

     23.  Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original and which together shall
constitute one and the same agreement.

     24.  Severability.  Each provision of this Agreement is severable
from any and all other provisions of this Agreement.  Should any
provision(s) of this Agreement be for any reason unenforceable, the
balance shall nonetheless be of full force and effect.

     25.  Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the state of Connecticut,
without regard to application of its principles of conflict of law.

     26.  Possession.  Possession of the Subject Property shall be
delivered on the date of Closing in the same condition as it is on the
date hereof, ordinary wear and tear excepted, free and clear of the
rights or claims of any other party.

     27.  Seller's Promise to Remove Personal Property.  Prior to
Closing, Seller promises to remove or cause to be removed from the
Subject Property at Seller's expense any and all personal property
and/or trash, rubbish or any other unsightly or offensive materials
including but not limited to any hazardous substance in tanks, barrels,
equipment, or containers on the Subject Property, excluding existing
meters and meter pits, unless otherwise agreed to in writing by Buyer.
Satisfaction of the promises contained herein shall be subject to
Buyer's inspection and approval of the physical condition of the
Subject Property, which approval shall not be unreasonably conditioned,
withheld or delayed.  If, on or before the date set for Closing, Seller
has not satisfied the promises contained herein, Buyer may elect to
either (a) defer the Closing until Seller has satisfied said promises
or (b) remove or cause to be removed said personal property and/or
trash, rubbish, or other offensive materials as described above in
which case Buyer shall be credited at Closing with the amount expended
by Buyer in this regard in order to satisfy Seller's promises contained
herein.  Notwithstanding the foregoing, this Paragraph 26 shall not be
construed so as to require Seller to remediate any hazardous materials
identified by Buyer on the Subject Property, the identification and
removal of which are governed by Paragraph 9 herein.

     28.  No Merger.  The obligations contained in this Agreement will
not survive the Closing unless specifically set forth herein.

     29.  Expiration.  This Agreement shall be of no force or effect,
and shall be null and void, unless a fully-signed original of this
Agreement, signed by both parties, is delivered to Buyer and received
by Buyer no later than September 16, 1999.

     30.  Headings.  The headings used in this Agreement are for
convenience of reference only and shall not operate or be construed to
alter or affect the meaning of any of the provisions hereof.

     31.  Additional Conditions to Closing.  Buyer's and Seller's
obligations to perform under the terms of this Agreement are
conditioned upon the following:

     Seller's Contingencies:

          (a)  DPUC Approval.  Notwithstanding any provision of this
Agreement to the contrary, Seller=s obligation to sell the Subject
Property hereunder is contingent upon Seller obtaining Final Approval
from the DPUC (which approval shall become "Final" only upon the
expiration of the applicable appeal periods without any appeal having
been filed or served), for the sale of the Subject Property to the Buyer
pursuant to Section 16-43 of the Connecticut General Statutes, and upon
final approval by the DPUC, as defined above, of a ratemaking accounting
treatment for the net gain from such sale reasonably satisfactory to
Seller.  For the purposes of this Agreement, "reasonably satisfactory"
shall mean comparable to ratemaking accounting treatments approved by
DPUC on comparable pending or completed sales of other land owned or
sold by Seller.  Such satisfaction shall be deemed to have been obtained
if the Seller does not notify the Buyer to the contrary in writing
within five (5) business days after the DPUC's final approval of the
sale and ratemaking accounting treatment.  Seller agrees to submit this
Agreement to the DPUC for approval within 35 days after publishing
notice of its intention to sell in accordance with Section 16-50c(b)(2)
of the Connecticut General Statutes, to diligently pursue such
application and to supply to Buyer copies of all appraisals of the fair
market value of the Premises obtained by Seller to be submitted to the
DPUC in connection with Seller's application for approval.  If Seller
shall not have received such Final approval by June 26, 2000 Seller
shall have the option to terminate this Agreement and return the
Deposits to Buyer in which event the obligations of the parties
hereunder shall terminate and come to an end.  Under such termination,
the Deposits shall be retained by Seller or returned to Buyer in
accordance with the provisions of Paragraph 4, herein.

          (b)  Buyer acknowledges and agrees that Seller can not sell
the Subject Property until any and all statutory rights of purchase in
favor of third parties have expired or been waived.  If these rights
have not expired or been waived by June 26, 2000, then Seller shall
have the right to terminate this Agreement.

          (c)  Seller's obligation to sell the Subject Property is
further subject to Seller's obtaining all local planning and zoning
board approvals necessary to create the lots as shown on Exhibit A,
which may include Seller's obtaining a variance for rear yard setback.

          (d)  Seller's obligation to sell the Subject Property is
further subject to the Seller obtaining (i) from the holder of the First
Mortgage Bonds under the Indenture, a consent and waiver, in form and
substance reasonably satisfactory to the Seller, to the effect that the
Subject Property may be released from the lien of the Indenture without
the requirement that the proceeds from the sale of the Subject Property
be deposited with the successor trustee, and (ii) from the successor
trustee under the Indenture, release of the Subject Property from said
lien without such deposit requirement.

     If Seller terminates this Agreement due to any of the above
Seller's Contingencies not having been met, then Seller shall reimburse
Buyer for Buyer=s documented out of pocket expenses incurred in
connection with Buyer=s due diligence and efforts to win approval of
the Town of Seymour and City of Ansonia, excluding staff time and
overhead.

          Buyer's Contingencies:

     a.  Buyer's agreement to purchase the Subject Property is
contingent upon satisfactory results (in Buyer's sole discretion) from
Buyer's title and environmental Due Diligence as described herein and
upon the approval of Buyer's Board of Directors, which shall be granted
or denied before the end of the Due Diligence Period.  Buyer shall
notify Seller prior to the end of the Due Diligence Period if its Board
of Directors has failed to approve the purchase.

     b.  Buyer's agreement to purchase the Subject Property is
contingent upon the appropriation and availability of local, state and
federal funds in the amount of the Purchase Price designated for the
purpose of buying the Subject Property prior to Closing, as restricted
by the 85% open space requirement in accordance with Paragraph 2(g)
herein.

     Buyer agrees to use reasonable efforts to satisfy such conditions.
If Buyer notifies Seller on or before the end of the Due Diligence
Period that one or more of the contingencies set forth in (a) above
have not been met and/or if the contingencies set forth in (a) and/or
(b) above are not so satisfied or waived by the Time of Closing, then
Buyer may elect to terminate this Agreement and this Agreement shall be
of no further force or effect.  In the event that Buyer terminates this
Agreement based on the contingencies set forth in (a) above, Buyer shall
be entitled to have its Deposits returned.

     32.     Trail Easement.  Subject to obtaining appropriate approvals
from the Connecticut Department of Health,  Seller shall grant to Buyer
or Buyer=s public agency or conservation organization designee a
permanent easement for non-motorized public recreational access to
existing trails know as the Pine Hill Trail System and its extensions
on other property of Seller commonly known as the Beaver Lake Watershed.
It shall be the intent of said trail easement to provide a network of
trails accessible to the public which connect the subject property with
the Beaver Lake Watershed properties and other protected properties in
the Town of Woodbridge, Connecticut.

     33.  Buyer=s Cooperation.  The Buyer shall provide, upon the
request from time to time of the Seller, such cooperation as shall be
necessary to enable the Seller to obtain any and all tax benefits
associated with the transactions contemplated hereunder.  The
provisions of this Section 33 shall survive the closing.


     IN WITNESS of the foregoing provisions, the parties have executed
and delivered this Agreement as of the date first set forth above:


SELLER:                            BUYER:

BIRMINGHAM UTILITIES, INC.         THE TRUST FOR PUBLIC LAND (INC.)

By:_______________________         By:_________________________
Name:_____________________         Name:_______________________
Title:______________________       Title:________________________
Date:______________________        Date:________________________



























                                 EXHIBIT A
                       DESCRIPTION OF SUBJECT PROPERTY

     The Subject Property is set forth as the "West Parcel" and the
"East Parcel" on two survey maps attached hereto and described as
follows:

     1.   "Property Survey -- Birmingham Utilities, Inc.-- Quillinan
          Reservoir West Parcel, Ansonia - Seymour, Connecticut"
          by Michael Horbal dated 3/16/99.

     2.   "Property Survey -- Birmingham Utilities, Inc.-- Quillinan
          Reservoir East Parcel, Ansonia - Seymour, Connecticut"
          by Michael Horbal dated 4/19/99.









































                                 EXHIBIT B
                  MEMORANDUM OF PURCHASE AND SALE AGREEMENT

     THIS AGREEMENT made this ________ day of ________________, 199__
by and between Birmingham Utilities, Inc., a Connecticut corporation,
having an office in Ansonia, CT (the "Seller") and THE TRUST FOR
PUBLIC LAND (INC.), a nonprofit California public benefit corporation,
having an office in New Haven, CT ("Buyer").

                     W I T N E S S E T H:

     1.   In consideration of the terms, conditions, covenants and
agreements set forth in the Purchase and Sale Agreement dated
__________________________, 199__, Seller granted to Buyer a right to
purchase the real property of Seller described on Exhibit A attached
hereto and made a part hereof.

     2.   The closing date for the acquisition is not later than
December 31, 2000, unless extended by the terms of the Agreement.

     3.   The address of Seller is:   230 Beaver Street
                                      P.O. Box 426
                                      Ansonia, CT  06401
                                      Attn:  Betsy Henley-Cohn,
                                             Chairwoman

     4.   The address of Buyer is:    33 Union Street, 4th Floor
                                      Boston, MA 02108
                                      Attn: Arthur Badger Blackett, Jr.

     5.   Copies of the Purchase and Sale Agreement are on file with
Seller and Buyer.

     IN WITNESS WHEREOF, the parties have executed this instrument on
the date above written.

WITNESSES:                            Birmingham Utilities, Inc.


_______________________________    By:_______________________________

                                   Its: _____________________________
______________________________











WITNESSES:                            The Trust for Public Land (Inc.)


________________________________   By:______________________________

                                   Its:_____________________________
________________________________


ACKNOWLEDGEMENT


State of            )
                    ) ss.
County of           )

     On this _______ day of _____________________, 199__, before me
appeared _______________________________, personally known to me to be
the person who executed the within instrument as
____________________________________ of Birmingham Utilities, Inc., a
Connecticut corporation, on behalf of the corporation.

                                 ________________________________
                                 Notary Public
                                 My commission expires


ACKNOWLEDGEMENT

State of            )
                    ) ss.
County of           )

     On this _______ day of _____________________, 199__, before me
appeared _______________________________, personally known to me to be
the person who executed the within instrument as
___________________________________________ of The Trust for Public Land
(Inc.), a nonprofit California public benefit corporation, on behalf of
the corporation.


                                  ________________________________
                                  Notary Public
                                  My commission expires