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                                                                     Exhibit 4.2
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                          ARTESIAN WATER COMPANY, INC.

                                       TO

                            WILMINGTON TRUST COMPANY,
                                                    As Trustee


                              ---------------------


                        SIXTEENTH SUPPLEMENTAL INDENTURE

                          Dated as of January 31, 2003


                              ---------------------


                      Supplemental to Indenture of Mortgage
                            Dated as of July 1, 1961


                $25,000,000 First Mortgage Bonds, Series P, 6.58%

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         SIXTEENTH SUPPLEMENTAL INDENTURE, dated as of January 31, 2003, made by
and between ARTESIAN WATER COMPANY, INC. (successor to Artesian Resources
Corporation, formerly named "Artesian Water Company", under the Original
Indenture hereinafter referred to), a corporation organized and existing under
the laws of the State of Delaware (hereinafter called the "Company"), party of
the first part, and WILMINGTON TRUST COMPANY, a corporation organized and
existing under the laws of the State of Delaware, having its principal office
and place of business at Tenth and Market Streets, in the City of Wilmington,
Delaware, as Trustee under the Original Indenture hereinafter referred to
(hereinafter called the "Trustee"), party of the second part.

         WHEREAS, the Company is a wholly-owned subsidiary of ARTESIAN RESOURCES
CORPORATION (its name having been changed from "Artesian Water Company"), a
corporation organized and existing under the laws of the State of Delaware
(hereinafter called the "Corporation"); and

         WHEREAS, the Corporation has heretofore executed and delivered to the
Trustee an Indenture of Mortgage (hereinafter called the "Original Indenture")
dated as of July 1, 1961, and duly recorded the Original Indenture in the
Recorder's Office at Wilmington, in Mortgage Record A Volume 56, Page 1 etc., on
the 13th day of November, A.D. 1961, for the purpose of securing First Mortgage
Bonds of the Corporation to be issued from time to time in one or more series as
therein provided; and

         WHEREAS, there have been issued under the Original Indenture $1,600,000
principal amount of First Mortgage Bonds, Series A, 4 1/2%, all of which were
paid at maturity on November 1, 1978; and

                                      -2-
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         WHEREAS, there have been issued under the Original Indenture $1,000,000
principal amount of First Mortgage Bonds, Series B, 5 3/8%, the $912,750
remaining outstanding principal amount of which was paid at maturity on July 1,
1986; and

         WHEREAS, there have been issued under the Original Indenture as
supplemented by a first supplemental indenture dated as of April 15, 1964
(hereinafter sometimes referred to as the "First Supplemental Indenture"),
$1,250,000 principal amount of First Mortgage Bonds, Series C, 5 1/8%, the
$1,225,000 remaining outstanding principal amount of which was paid at maturity
on April 15, 1989; and

         WHEREAS, there have been issued under the Original Indenture, as
supplemented by a second supplemental indenture dated as of June 1, 1970
(hereinafter sometimes referred to as the "Second Supplemental Indenture"),
$1,000,000 principal amount of First Mortgage Bonds, Series D, 9 3/4%, the
$640,000 remaining outstanding principal amount of which was paid at maturity on
June 1, 1990; and

         WHEREAS, there have been issued under the Original Indenture as
supplemented by a third supplemental indenture dated as of January 1, 1973
(hereinafter sometimes referred to as the "Third Supplemental Indenture"),
$800,000 principal amount of First Mortgage Bonds, Series E, 8 1/2%, due January
1, 1998, all of which were redeemed on February 1, 1993; and

         WHEREAS, there have been issued under the Original Indenture, as
supplemented by a fourth supplemental indenture dated as of November 1, 1975
(hereinafter sometimes referred to as the "Fourth Supplemental Indenture"),
$1,500,000 principal amount of First Mortgage Bonds, Series F, 10 7/8%, due
November 1, 1995, the $225,000 remaining outstanding principal amount of which
was redeemed on February 1, 1993; and

                                      -3-
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         WHEREAS, there have been issued under the Original Indenture, as
supplemented by a fifth supplemental indenture dated as of March 1, 1977
(hereinafter sometimes referred to as the "Fifth Supplemental Indenture"),
$1,800,000 principal amount of First Mortgage Bonds, Series G, 8 7/8% due March
1, 1997, the $1,080,000 remaining outstanding principal amount of which was
redeemed on February 1, 1993; and

         WHEREAS, there have been issued under the Original Indenture, as
supplemented by a sixth supplemental indenture dated as of December 1, 1978
(hereinafter sometimes referred to as the "Sixth Supplemental Indenture"),
$1,800,000 principal amount of First Mortgage Bonds, Series H, 9 3/4%, due
December 1, 1998, the $1,260,000 remaining outstanding principal amount of which
was redeemed on February 1, 1993; and

         WHEREAS, there have been issued under the Original Indenture, as
supplemented by a seventh supplemental indenture dated as of November 1, 1981
(hereinafter sometimes referred to as the "Seventh Supplemental Indenture"),
$3,000,000 principal amount of First Mortgage Bonds, Series I, 11 7/8%, due
October 1, 1987, all of which were redeemed on October 1, 1986; and

         WHEREAS, the Company was organized for stated purposes that encompass
the stated purposes of the Corporation in order that the Company could acquire
from the Corporation substantially all of the Mortgaged Property (as such term
is defined in the Original Indenture) as an entirety and to operate the same;
and

         WHEREAS, the Corporation, the Company and the Trustee entered into an
eighth supplemental indenture dated as of July 1, 1984 (hereinafter sometimes
referred to as the "Original Eighth Supplemental Indenture"), providing for the
succession and substitution of the Company to and for the Corporation with the
same effect as if the Company had been named in

                                      -4-
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the Original Indenture as the mortgagor, and providing for the assumption by the
Company of, and the release and discharge of the Corporation from, all liability
and obligation on and with respect to the Bonds and coupons issued under the
Original Indenture and all the terms, covenants and conditions of the Original
Indenture; and

         WHEREAS, the Corporation, the Company and the Trustee executed a
certain corrected eighth supplemental indenture dated as of July 1, 1984
(hereinafter sometimes referred to as the "Corrected Eighth Supplemental
Indenture") which supplements and corrects certain descriptions of Mortgaged
Property set forth in the Original Indenture (the Original Eighth Supplemental
Indenture and the Corrected Eighth Supplemental Indenture being hereinafter
sometimes referred to collectively as the "Eighth Supplemental Indenture"); and

         WHEREAS, on July 1, 1984, the Corporation conveyed and transferred
substantially all the Mortgaged Property as an entirety, subject to the lien of
the Original Indenture and all supplemental indentures thereto, to the Company;
and
         WHEREAS, the Company has assumed and agreed that it will promptly pay
or cause to be paid, the principal of and any premium that may be due and
payable on and the interest on all the Bonds issued under the Original Indenture
and all indentures supplemental thereto, and has agreed to perform, observe and
fulfill, duly and punctually, all the terms, covenants and conditions of the
Original Indenture and all indentures supplemental thereto stated therein to be
performed, observed or fulfilled by the Corporation, and the Corporation has
been released and discharged from all liability and obligation on and with
respect to the Bonds and coupons issued under the Original Indenture and all
terms, covenants and conditions of the Original Indenture and the Trustee has
executed and delivered to the Company an instrument of partial defeasance dated
April 4, 1986 pursuant to Article II of the Eighth Supplemental Indenture; and

                                      -5-
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         WHEREAS, there have been issued under the Original Indenture, as
supplemented by a ninth supplemental indenture dated as of December 1, 1986
(hereinafter sometimes referred to as the "Ninth Supplemental Indenture"),
$5,000,000 principal amount of First Mortgage Bonds, Series J, 9.55%, all of
which were paid at maturity on December 1, 1996; and

         WHEREAS, there have been issued under the Original Indenture, as
supplemented by a tenth supplemental indenture dated as of April 1, 1989
(hereinafter sometimes referred to as the "Tenth Supplemental Indenture"),
$7,000,000 principal amount of First Mortgage Bonds, Series K, 10.17%, due April
1, 2009, all of which were redeemed on December 29, 2000; and

         WHEREAS, there have been issued under the Original Indenture, as
supplemented by a eleventh supplemental indenture dated as of February 1, 1993
(hereinafter sometimes referred to as the "Eleventh Supplemental Indenture"),
$10,000,000 principal amount of First Mortgage Bonds, Series L, 8.03%, all of
which are to be paid at maturity on February 1, 2003 with a portion of the
proceeds of the Bonds to be issued under this Sixteenth Supplemental Indenture;
and
         WHEREAS, the Original Indenture has been further supplemented pursuant
to a twelfth supplemental indenture dated as of December 5, 1995 (hereinafter
sometimes referred to as the "Twelfth Supplemental Indenture"), which provided
for the release from the Indenture of certain assets of the Company; and

         WHEREAS, there have been issued under the Original Indenture, as
supplemented by a thirteenth supplemental indenture dated as of June 1, 1997
(hereinafter sometimes referred to as the "Thirteenth Supplemental Indenture"),
$10,000,000 principal amount of First Mortgage Bonds, Series M, 7.84%, due
December 31, 2007, all of which were outstanding as of the date hereof; and


                                   -6-
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         WHEREAS, there have been issued under the Original Indenture, as
supplemented by a Fourteenth Supplemental Indenture dated as of June 1, 1997
(hereinafter sometimes referred to as the "Fourteenth Supplemental Indenture"),
$5,000,000 principal amount of First Mortgage Bonds, Series N, due December 31,
2007, all of which were outstanding as of the date hereof; and

         WHEREAS, there have been issued under the Original Indenture, as
supplemented by a Fifteenth Supplemental Indenture dated as of December 1, 2000
(hereinafter sometimes referred to as the "Fifteenth Supplemental Indenture"),
$20,000,000 principal amount of First Mortgage Bonds, Series 0, 8.17%, all of
which were outstanding as of the date hereof; and

         WHEREAS, the Company proposes to issue and sell not more than
$25,000,000 principal amount of a new series of bonds to be designated as First
Mortgage Bonds, Series P, 6.58% to be issued under and secured by the Original
Indenture, as supplemented by this sixteenth supplemental indenture dated as of
January 31, 2003 (hereinafter sometimes referred to as the "Sixteenth
Supplemental Indenture"); and

         WHEREAS, the Company, pursuant to the provisions of the Original
Indenture, has duly resolved and determined to make, execute and deliver to the
Trustee this Sixteenth Supplemental Indenture for the purpose of providing for
the creation of the First Mortgage Bonds, Series P, 6.58% to be issued under and
secured by the Original Indenture, as supplemented (the Original Indenture, the
First Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh
Supplemental Indenture, the Eight Supplemental Indenture, the Ninth Supplemental
Indenture, the Tenth Supplemental Indenture, the Eleventh Supplemental
Indenture, the Twelfth Supplemental

                                      -7-
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Indenture, the Thirteenth Supplemental Indenture, the Fourteenth Supplemental
Indenture, the Fifteenth Supplemental Indenture, this Sixteenth Supplemental
Indenture and all indentures supplemental to the Original Indenture hereafter
executed, being hereinafter sometimes called the "Indenture"); and

         WHEREAS, all things necessary to make $25,000,000 aggregate principal
amount of the First Mortgage Bonds, Series P, 6.58% when duly executed by the
Company and authenticated and delivered by the Trustee, legally valid and
binding obligations of the Company entitled to the benefits and security of the
Indenture, and to make this Sixteenth Supplemental Indenture a legally valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, have been done and performed; and

         WHEREAS, the issuance of the First Mortgage Bonds, Series P, 6.58%, as
herein provided, has been in all respects duly authorized by the Company as
provided in the Indenture.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH THAT ARTESIAN WATER COMPANY,
INC., in consideration of the premises and of the acceptance by the Trustee of
the trusts hereby created and of the purchase and acceptance of the First
Mortgage Bonds, Series P, 6.58% by CoBank, ACB (hereinafter sometimes referred
to as "CoBank") pursuant to the Bond Purchase Agreement dated as of January 31,
2003 (hereinafter sometimes referred to as the "Bond Purchase Agreement") and of
One Dollar to the Company duly paid by the Trustee at or before the ensealing
and delivery of these presents, for itself and its successors, intending to be
legally bound hereby, (i) does hereby ratify and confirm its mortgage and pledge
to the Trustee of all property described in the Original Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Eighth Supplemental Indenture, the Thirteenth

                                      -8-
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Supplemental Indenture and the Fifteenth Supplemental Indenture (except such
thereof as may heretofore have been released from the lien of the Indenture in
accordance with the terms thereof) and has granted, bargained, sold, released,
conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed, and
by these presents does grant, bargain, sell, release, convey, assign, transfer,
mortgage, pledge, set over and confirm, unto Wilmington Trust Company, as
Trustee, and to its successors in the trust, and their and each of their assigns
forever, all and singular the pieces or parcels of land described on Exhibit A
attached hereto;

         TOGETHER with all and singular the tenements, hereditaments and
appurtenances belonging or in any wise appertaining to the aforesaid property
and rights or any part thereof, with the reversion and reversions, remainder and
remainders, and to the extent permitted by law, all tolls, rents, revenues,
issues, income, product and profits thereof, and all the estate, right, title,
interest and claim whatsoever, at law as well as in equity, that the Company now
has or may hereafter acquire in and to the aforesaid premises, property and
rights and every part and parcel thereof;

         SAVING AND EXCEPTING, HOWEVER, from the property hereby mortgaged and
pledged all of the property of every kind and type saved and excepted from the
Original Indenture, by the terms thereof;

         SUBJECT, HOWEVER, to the exceptions, reservations and matters of the
kind and type recited in the Original Indenture;

         TO HAVE AND TO HOLD all said premises, property and rights granted,
bargained, sold, released, conveyed, transferred, assigned, mortgaged, pledged,
set over and confirmed by the Company as aforesaid or intended so to be unto the
Trustee and its successors in the trust and their assigns forever;

                                      -9-
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         IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the
Original Indenture for the equal and proportionate benefit and security of those
who shall hold or own the bonds and coupons issued and to be issued under the
Indenture, or any of them, without preference of any of said bonds and coupons
over any others thereof by reason of priority in the time of the issue or
negotiation thereof or by reason of the date or maturity thereof, or for any
other reason whatsoever; subject, however, to the provisions with respect to
extended, pledged and transferred coupons contained in Section 4.02 of the
Original Indenture.

         AND THIS INDENTURE FURTHER WITNESSETH THAT, in consideration of the
premises and of such acceptance or purchase of the First Mortgage Bonds, Series
P, 6.58% by CoBank, and of said sum of One Dollar to the Company duly paid by
the Trustee at or before the ensealing and delivery of these presents, the
Company, for itself and its successors, intending to be legally bound hereby
does hereby and (ii) does hereby covenant to and agree with the Trustee and its
successors in the trust, for the benefit of those who shall hold or own such
Bonds, or any of them, as follows:


                                   ARTICLE I

                      FIRST MORTGAGE BONDS, SERIES P, 6.58%

         Section 1.1  Designation and Amount. A series of Bonds to be issued
under the Original Indenture as heretofore supplemented and as supplemented
hereby and secured thereby and hereby is hereby created which shall be
designated as, and shall be distinguished from the Bonds of all other series by
the title, "First Mortgage Bonds, Series P, 6.58%," herein referred to as the
"Bonds of Series P." The aggregate principal amount of the Bonds of Series P
shall not exceed $25,000,000.

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         Section 1.2  Bond Terms. The Bonds of Series P shall be dated the date
of their authentication and shall bear interest from such date, except as
otherwise provided for Bonds issued upon subsequent exchanges and transfers by
Section 2.06 of the Original Indenture, shall mature and be due on January 31,
2018 ( the "Maturity Date"), and shall bear interest at 6.58% per annum, payable
on the first Business Day (as hereinafter defined) of January, April, July and
October of each year, beginning with the first Business Day of April, 2003, and
on the Maturity Date, until the Company's obligation with respect to the payment
of principal, premium (if any) and interest shall be discharged. Business Day
shall mean any day that CoBank is open for business, except any day when Federal
Reserve Banks are closed.

         The Bonds of Series P shall be issuable as registered bonds without
coupons in the denominations of Five Hundred Thousand Dollars ($500,000) and any
multiple thereof, numbered PR-l and upwards.

         Unless otherwise agreed to in writing by the Company and the holders of
the Bonds of Series P, the payment of the principal of, premium (if any) and
interest on, the Bonds of Series P shall be made by wire transfer of immediately
available funds for the advice and credit of CoBank to ABA No. 30708875-4,
reference: CoBank for the benefit of Artesian Water Company, Inc. (or to such
other account as CoBank may direct by notice). Funds received by wire before
3:00 p.m. Eastern time shall be credited on the day received and funds received
by wire after 3:00 p.m. Eastern time shall be credited the next Business Day.

         The Bonds of Series P shall be redeemable as provided in the Original
Indenture, in whole or in part, at any time or from time to time, either (i) at
the option of the Company or (ii) pursuant to any provision of the Original
Indenture or the Bond Purchase Agreement requiring or authorizing such
redemption. Any redemption of the Bonds of Series P shall be effected in

                                      -11-
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accordance with the provisions of Article V of the Original Indenture and the
provisions of this Section 1.2.

         In accordance with the provisions of Section 6.07 of the Original
Indenture, in the event that either (i) all or substantially all the property of
the Company at the time subject to the lien of the Indenture as a first mortgage
lien thereon or (ii) all or substantially all of the property of the Company at
the time subject to the lien of the Indenture as a first mortgage lien thereon
that is used or useful in connection with the business of the Company as a water
company or as a water utility shall be released from the lien of the Indenture
under the provisions of Section 6.03 or Section 6.06 of the Original Indenture,
then all of the Bonds then outstanding including the Bonds of Series P are to be
redeemed.

         The redemption of any or all of the Bonds of Series P shall be at a
redemption price equal to the sum of (i) the aggregate principal amount thereof
to be redeemed, plus (ii) the interest accrued thereon to the date fixed for
redemption plus (iii) a "Redemption Premium" (as hereinafter defined) determined
three (3) Business Days prior to the date fixed for redemption. CoBank will
furnish notice to the Company and the Trustee, by telecopy or other same-day
written communication, on a date at least two (2) Business Days prior to the
date fixed for redemption of the Bonds of Series P, of the Redemption Premium,
if any, applicable to such redemption and the calculations, in reasonable
detail, used to determine the amount of any such Redemption Premium. As used
herein, the term Redemption Premium shall mean and be calculated as follows:

            (A) Determine the difference between: (i) CoBank's cost of funds
   (determined in accordance with its standard methodology) on January 31, 2003,
   minus (ii) CoBank's cost of funds (determined in accordance with such
   methodology) on the Redemption Date

                                      -12-

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   or other date fixed for redemption to fund the purchase of new bonds
   for a period ending on the Maturity Date. For the purposes of the remaining
   calculations, if such difference is negative, such difference shall be deemed
   to equal zero.

            (B) Add 1/2 of 1% to such difference (such that the minimum result
   shall at all times be1/2of 1%).

            (C) For each annual period (from each January 1) or part thereof
   during which the Bonds of Series P being redeemed were scheduled to be
   outstanding, multiply the amount determined in (B) above by the principal
   amount of the Bonds of Series P being redeemed which was scheduled to be
   outstanding during such annual period;

            (D) Determine the present value of the amount determined in (C)
   above based upon the scheduled time that interest on the Bonds of Series P
   redeemed would have been payable and a discount rate equal to the rate
   referred to in (A)(ii) above. That result shall be the Redemption Premium.

         The principal of the Bonds of Series P may be declared or may become
due and payable prior to the Maturity Date, in the manner and with the effect
and subject to the conditions provided in the Original Indenture and this
Sixteenth Supplemental Indenture (i) upon the occurrence of an Event of Default
as provided in the Original Indenture or (ii) as provided in the Bond Purchase
Agreement. Upon the principal of the Bonds of Series P becoming due and payable
on (i) the Maturity Date or (ii) a date prior to the Maturity Date as provided
in this Section 1.2, any unpaid principal, premium (if any) and interest payment
shall automatically accrue interest at 4% per annum in excess of the Base Rate
(as hereinafter defined). The Base

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Rate shall mean the rate of interest established by CoBank from time to time as
its CoBank Base Rate, which rate is intended by CoBank to be a reference rate
and not its lowest rate. The Base Rate will change on the date established by
CoBank as the effective date of any change therein.

         The Bonds of Series P shall be registerable, transferable, and
exchangeable as provided in Article II of the Original Indenture and this
Section 1.2; provided that the Bonds of Series P shall not be issued as coupon
Bonds.

         Section 1.3  Form of Bond. The text of the registered Bonds of Series P
and of the authentication certificate of the Trustee upon said Bonds shall be,
respectively, substantially as follows:

               FORM OF REGISTERED BOND OF SERIES P WITHOUT COUPONS

[THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE OTHERWISE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS
REGISTERED PURSUANT TO THE PROVISIONS OF SAID SECURITIES ACT OR UNLESS AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.]

THIS BOND HAS BEEN ISSUED PURSUANT TO AND SUBJECT TO THE TERMS AND CONDITION OF
AN AGREEMENT WITH THE COMPANY DATED AS OF JANUARY 31, 2003, A COPY OF WHICH IS
ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.

No. PR________    $__________


                          ARTESIAN WATER COMPANY, INC.

                      FIRST MORTGAGE BONDS, SERIES P, 6.58%

                              Due January 31, 2018

         ARTESIAN WATER COMPANY, INC., a corporation organized and existing
under the laws of the State of Delaware (hereinafter called the "Company", which
term shall include any successor corporation as defined in the Original
Indenture hereinafter referred to), for value

                                      -14-
<PAGE>

received, hereby promises to pay to ______________________________________ or
registered assigns, on January 31, 2018 (the "Maturity Date"), the sum of
_____________Dollars in coin or currency of the United States of America that at
the time of payment is legal tender for the payment of public and private debts,
and to pay in like coin or currency interest thereon to the registered owner
hereof, from the date hereof, at a rate equal to 6.58% per annum, payable on the
first Business Day of January, April, July and October of each year, beginning
with the first Business Day of April, 2003, and on the Maturity Date, until the
Company's obligation with respect to the payment of such principal, premium (if
any) and interest shall be discharged. Overdue payments of principal, premium
(if any) and interest shall bear interest as provided in the Sixteenth
Supplemental Indenture hereinafter mentioned. Unless otherwise agreed to in
writing by the Company and the holders of the Bonds of Series P hereinafter
mentioned, payments of principal, premium (if any) and interest are to be made
by wire transfer of immediately available funds for the advice and credit to
CoBank to ABA No. 30708875-4, reference: CoBank for the benefit of Artesian
Water Company, Inc. (or to such other account as CoBank may direct).

         This bond is one of an authorized issue of bonds of the Company known
as its First Mortgage Bonds (herein called the "Bonds"), not limited in
aggregate principal amount except as provided in the Original Indenture
hereinafter mentioned, all issued and to be issued in one or more series under
and equally secured by an Indenture of Mortgage dated as of July 1, 1961 (herein
called the "Original Indenture"), executed by Artesian Resources Corporation
(then named Artesian Water Company), a corporation organized and existing under
the laws of the State of Delaware (hereinafter called the "Corporation") and by
Wilmington Trust Company, as trustee (herein called the "Trustee"). The Original
Indenture has heretofore been supplemented

                                      -15-
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by fifteen supplemental indentures, including an eighth supplemental indenture
dated as of July 1, 1984, pursuant to which the Company assumed all of the
obligations of the Corporation under the Original Indenture, and by a sixteenth
supplemental indenture dated as of January 31, 2003 (hereinafter called the
"Sixteenth Supplemental Indenture"). Reference is hereby made to the Original
Indenture as so supplemented for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and conditions upon
which the Bonds are and are to be issued and secured and the rights of the
holders or registered owners thereof and of the Trustee in respect of such
security. As provided in the Original Indenture, the Bonds may be issued in one
or more series for various principal sums, may bear different dates and mature
at different times, may bear interest at different rates and may otherwise vary
as provided or permitted in the Original Indenture, as supplemented. This Bond
is one of the Bonds described in the Sixteenth Supplemental Indenture and
designated therein as "First Mortgage Bonds, Series P, 6.58%" (hereinafter
called the "Bonds of Series P"). To the extent permitted by, and as provided in,
the Original Indenture or any indenture supplemental thereto, modifications or
alterations of the Original Indenture, or of an indenture supplemental thereto,
and of the rights and obligations of the Company and of the rights of the
holders of the Bonds issued and to be issued thereunder, may be made with the
consent of the Company by an affirmative vote of the holders of not less than
sixty-six and two-thirds per cent (66 2/3%) in aggregate principal amount of the
Bonds then outstanding under the Original Indenture and entitled to vote and
affected by such modification or alteration, at a meeting of bondholders called
and held as provided in the Original Indenture, and, in case one or more but
less than all of the series of the Bonds then outstanding under the Original
Indenture and entitled to vote would be affected by the modification or
alteration differently from or without affecting the Bonds of any of the other

                                      -16-
<PAGE>

series, by an affirmative vote of the holders of not less than sixty-six and
two-thirds per cent (66 2/3%) in aggregate principal amount of the Bonds of each
series so affected, or in either case by the written consent of the holders of
such percentages of Bonds; provided, however, that no such modification or
alteration may be made that would extend the maturity of, or reduce the
principal amount of, or reduce the rate of, or extend the time of payment of
interest on, or reduce any premium payable upon any redemption of, this Bond, or
modify the terms of payment of principal or interest, or reduce the percentage
required for the taking of any such action, without the express consent of the
holder hereof.

         No reference herein to the Original Indenture or to any indenture
supplemental thereto and no provision of this Bond or of the Original Indenture
or of any indenture supplemental thereto shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of,
premium (if any) and interest on this Bond at the time and place and at the rate
and in the coin or currency herein prescribed.

         The Bonds of Series P shall be redeemable as provided in the Original
Indenture and the Sixteenth Supplemental Indenture.

         The principal of the Bonds of Series P may be declared or may become
due prior to the Maturity Date, in the manner and with the effect and subject to
the conditions provided in the Original Indenture and the Sixteenth Supplemental
Indenture.

         This Bond is transferable by the registered owner hereof, in person or
by duly authorized attorney, on books of the Company to be kept for that purpose
at the principal office of the Trustee in the City of Wilmington, Delaware, or,
if there be a successor trustee, at its principal office, upon surrender hereof
at such office for cancellation and upon presentation of a written instrument of
transfer duly executed, and thereupon the Company shall issue in the name of the

                                      -17-
<PAGE>

transferee or transferees, and the Trustee shall authenticate and deliver, a new
registered Bond or Bonds of Series P, in an authorized denomination or
denominations, of a like aggregate principal amount; and the registered owner of
any registered Bond or Bonds of Series P may surrender the same as aforesaid at
said office in exchange for a like aggregate principal amount of Bonds of like
form of other authorized denominations, all upon payment of the charges and
subject to the terms and conditions specified in the Original Indenture.

         The Company and the Trustee may deem and treat the person in whose name
this Bond shall at the time be registered on the books of the Company as the
absolute owner hereof for all purposes whatsoever (except as otherwise provided
in Article XIV of the Original Indenture with respect to bondholders' meetings
and consents); and payment of or on account of the principal of, premium (if
any) and interest on this Bond shall be made only to or upon the order in
writing of such registered owner hereof; and all such payments shall be valid
and effectual to satisfy and discharge the liability upon this Bond to the
extent of the sum or sums so paid.

         No recourse under or upon any obligation, covenant or agreement
contained in the Original Indenture or in any indenture supplemental thereto, or
in any Bond thereby secured, or because of any indebtedness thereby secured,
shall be had against any incorporator or against any past, present or future
stockholder, officer or director, as such, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation
under any rule of law, statute or constitutional provision or by the enforcement
of any assessment or by any legal or equitable proceeding or otherwise; it being
expressly agreed and understood that the Original Indenture, any indenture
supplemental thereto and the obligations thereby secured, are solely corporate
obligations, and that no personal liability whatever shall attach to, or be
incurred by, any incorporators, stockholders, officers or directors, as such, of
the Company

                                      -18-
<PAGE>

or any successor corporation or any of them, because of the incurring of the
indebtedness thereby authorized, or under or by reason of any of the
obligations, covenants or agreements, expressed or implied, contained in the
Original Indenture or in any indenture supplemental thereto or in any of the
Bonds thereby secured.

         This Bond shall not be entitled to any benefit under the Original
Indenture or any indenture supplemental thereto, and shall not become valid or
obligatory for any purpose until Wilmington Trust Company, as Trustee under the
Indenture, or a successor trustee thereunder, shall have signed the form of
authentication certificate endorsed hereon.


                        (Signatures follow on next page.)

                                      -19-
<PAGE>

         IN WITNESS WHEREOF, ARTESIAN WATER COMPANY, INC., has caused this Bond
to be signed in its name by its President or a Vice President and its corporate
seal (or a facsimile thereof) to be hereto affixed and attested by its Secretary
or an Assistant Secretary, and this Bond to be dated ______________________,
20___.

                                                    ARTESIAN WATER COMPANY, INC.



                                                    By:_________________________

Attest:


___________________________

                                      -20-


<PAGE>

                  FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE
                              FOR BONDS OF SERIES P

                      TRUSTEE'S AUTHENTICATION CERTIFICATE


         This Bond is one of the Bonds, of the series designated therein,
described in the within-mentioned Original Indenture, as supplemented.

                                           WILMINGTON TRUST COMPANY, as Trustee,


                                           By:__________________________________
                                              Authorized Officer

                                      -21-
<PAGE>

                                   ARTICLE II

                            COVENANTS OF THE COMPANY

         The Company hereby covenants and agrees that, without the prior written
consent of the holders of not less than sixty-six and two-thirds percent (66
2/3%) in principal amount of the Bonds of Series P then outstanding, so long as
any of the Bonds of Series P are outstanding:

         Section 2.1  Series P Dividend Restriction. No dividends or other
distributions of cash or other assets shall be declared or paid, directly or
indirectly, on any shares of common stock of the Company, nor shall any shares
of common stock of the Company be purchased, redeemed, retired, or otherwise
acquired by the Company, if immediately after such declaration, payment,
retirement, redemption or acquisition, the aggregate capital of the Company and
its subsidiaries, on a consolidated basis, attributable to its common stock,
surplus and retained earnings would be less than $48,000,000. In determining the
aggregate consolidated capital of the Company and its subsidiaries attributable
to its common stock, its surplus, and its retained earnings for the purpose of
this Section 2.1, any write-up of assets, or write-down or write-off of the
excess over original cost of property made on the books of the Company
subsequent to December 31, 2001 shall be disregarded.

         Section 2.2  Restrictions on Funded Indebtedness. The Company shall not
incur, assume, guarantee or in any other manner become liable, with respect to
any "Funded Indebtedness" (as hereinafter defined) or permit any subsidiary to
incur any Funded Indebtedness, if immediately thereafter, the total amount of
Funded Indebtedness then outstanding, would exceed sixty-six and two-thirds per
cent (66 2/3%) of the "Total Permanent Capital" (as hereinafter defined) of the
Company and its consolidated subsidiaries.

                                      -22-

<PAGE>

         Funded Indebtedness shall mean all bonds, debentures and other evidence
of indebtedness of the Company and its subsidiaries, secured or unsecured, for
money borrowed, but excluding (i) indebtedness maturing on demand or within one
year from the date incurred and not renewable or extendable at the option of the
debtor, (ii) indebtedness of the Company to any subsidiary and any indebtedness
of a subsidiary to the Company, and (iii) indebtedness that has been called for
redemption and for the payment of which monies have been irrevocably deposited
with a trustee. Funded Indebtedness shall include the portion of bonds, notes or
other indebtedness maturing, or required to be redeemed, within one year from
the date as of which Funded Indebtedness is being determined.

         Total Permanent Capital shall mean, with respect to the Company and its
subsidiaries: (i) the sum of the par or stated value of all outstanding capital
stock of the Company and all paid-in premiums thereon; (ii) all surplus,
including capital and earned surplus but not including surplus from any
revaluation of the Company's assets after December 31, 2001; (iii) the minority
interest (if any) in consolidated subsidiaries, but not including any earned
surplus of subsidiaries prior to the date of acquisition of such subsidiaries;
and (iv) all Funded Indebtedness of the Company and such subsidiaries.

         In all other respects, Funded Indebtedness and Total Permanent Capital
shall be computed as they would be for a consolidated balance sheet of the
Company and its subsidiaries on the applicable date, excluding all intercompany
items, and in accordance with generally accepted accounting principles; provided
that for purposes of computations under this Section 2.2, capitalized lease
obligations shall be excluded from Funded Indebtedness.

         Section 2.3 Restrictions on Issuance of Additional Bonds. In addition
to the circumstances under which a Net Earnings Certificate is required to be
delivered to the Trustee

                                      -23-

<PAGE>

under the terms of Sections 3.08 or 3.09 of the Original Indenture in connection
with the issuance of Bonds by the Company pursuant to either such Section, in
all other circumstances under which the Company proposes to issue additional
Bonds under either Section 3.08 or 3.09 of the Original Indenture, it shall be a
requirement of such issuance and of the authentication and delivery by the
Trustee of any Bonds to be so issued that the Trustee shall have received a Net
Earnings Certificate.

         Section 2.4  Transactions with Affiliates. The Company will not, and
will not permit any subsidiary to, engage in any material transaction with an
"Affiliate" (as hereinafter defined), including, without limitation, the
purchase from, sale to or exchange of property with, or the rendering of any
service by or for, any Affiliate, except upon terms that are at least as
favorable to the Company or such subsidiary in all material respects as terms
that could be obtained at the time in a comparable arms' length transaction with
a person other than an Affiliate. For purposes of this Section 2.4, an Affiliate
of any corporation shall mean any person or entity directly or indirectly
controlling, controlled by, or under direct or indirect common control with such
corporation; and a person or entity shall be deemed to control a corporation if
such person or entity possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of such corporation, whether
through the ownership of voting securities, by contract or otherwise.

                                   ARTICLE III

                                   THE TRUSTEE

         Section 3.1  Trustee Acceptance. The Trustee hereby accepts the trust
hereby declared and provided and agrees to perform the same
upon the terms set forth in the Original Indenture

                                      -24-

<PAGE>

as further supplemented by this Sixteenth Supplemental Indenture and upon the
additional terms and conditions that the Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Sixteenth Supplemental Indenture or the due execution hereof by the Company or
for or in respect of the recitals contained herein, all of which recitals are
made by the Company solely.

                                   ARTICLE IV

                                  MISCELLANEOUS

         Section 4.1  Incorporation of Original Indenture Terms. This instrument
shall be construed as an indenture supplemental to the Original Indenture, and
shall form a part thereof. The Original Indenture as heretofore supplemented by
the First Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh
Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth
Supplemental Indenture, the Tenth Supplemental Indenture, the Eleventh
Supplemental Indenture, the Twelfth Supplemental Indenture, the Thirteenth
Supplemental Indenture, the Fourteenth Supplemental Indenture, the Fifteenth
Supplemental Indenture and as further supplemented by this Sixteenth
Supplemental Indenture is hereby ratified and confirmed. Terms defined in the
Original Indenture that are used herein and not otherwise defined herein are
used as defined in the Original Indenture.

                                      -25-
<PAGE>

         Section 4.2 Counterparts. This Sixteenth Supplemental Indenture may be
simultaneously executed in any number of counterparts, each of which when so
executed shall be deemed to be an original; but such counterparts shall together
constitute but one and the same instrument.

         IN WITNESS WHEREOF, ARTESIAN WATER COMPANY, INC. has caused these
presents to be signed in its corporate name by its President or one of its Vice
Presidents and sealed with its corporate seal, attested by its Secretary or one
of its Assistant Secretaries, and WILMINGTON TRUST COMPANY, as Trustee, has
caused these presents to be signed in its corporate name by one of its Vice
Presidents and sealed with its corporate seal, attested by one of its Assistant
Secretaries, all as of the day and year first above written.

                                                    ARTESIAN WATER COMPANY, INC.

                                                    By:_________________________
                                                       Vice President

               [SEAL]
Attest: ___________________


                       (Signatures continue on next page.)

                                      -26-
<PAGE>

                                  (Signatures continued from previous page.)




                                                       WILMINGTON TRUST COMPANY,
                                                       As Trustee,


                                                       By:______________________



                 [SEAL]
Attest:__________________________

                                      -27-
<PAGE>

STATE OF DELAWARE        )
                         ) SS.:
COUNTY OF NEW CASTLE     )


         On this, the 30th day of January, 2003, before me, the undersigned,
notary public, personally appeared David B. Spacht, who acknowledged himself to
be the Vice President of Artesian Water Company, Inc., a corporation organized
under the laws of the State of Delaware, and that he as such officer, being
authorized to do so, executed the foregoing Sixteenth Supplemental Indenture for
the purposes therein contained by signing the name of Artesian Water Company,
Inc. by himself as Vice President.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                       ___________________________ Notary Public
                                       Wilmington, New Castle County


                                       My Commission Expires
                                       ___________________________
                                                [Seal]

                                      -28-
<PAGE>

STATE OF DELAWARE       )
                        )SS.:
COUNTY OF NEW CASTLE    )

         On this, the 30th day of January, 2003, before me, the undersigned,
notary public, personally appeared Mary C. St. Amand who acknowledged
himself/herself to be a Vice President of Wilmington Trust Company, a
corporation organized under the laws of the State of Delaware, and that he/she
as such officer, being authorized to do so, executed the foregoing Sixteenth
Supplemental Indenture for the purposes therein contained by signing the name of
Wilmington Trust Company by himself/herself as Vice President.

         I certify that I am not an officer or director of said trust company.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                      ___________________________, Notary Public
                                      Wilmington, New Castle County


                                      My Commission Expires
                                      ___________________________
                                                [Seal]

                                      -29-
<PAGE>

                                    EXHIBIT A

                                NEW CASTLE COUNTY

                               New Castle Hundred

Tax Parcel No. 10-044.10-194
(GLENDALE, PARCEL E)

         ALL that certain lot, piece or parcel of ground with the improvements
thereon, consisting of an existing water pumping station, situate in New Castle
Hundred, New Castle County, Delaware and described more particularly in
accordance with a pending "Record Resubdivision Plan for Kensington", prepared
by Landmark Engineering, Inc., dated October 6, 2000, as follows:

         BEGINNING in the northwesterly line of Bear-Corbitt Road, aka Delaware
Route 7, a 70 feet wide public right-of-way as shown on the above-referenced
plan and a "Record Major Subdivision Plan for Kensington" recorded June 29, 1989
in the Office of the Recorder of Deeds in and for New Castle County, Delaware in
Microfilm Number 9891; said Point of Beginning being located North 12 degrees 37
minutes 05 seconds East, 74.98 feet along the said northwesterly line of
Bear-Corbitt Road, from the easterly end of a 25 foot radius curve joining the
said northwesterly line with the northeasterly line of Wellspring Drive, a 60
foot wide public right-of-way; Thence, from the Point of Beginning, by Private
Open Space lands, as shown on the aforesaid resubdivision plan the following two
(2) courses: (1) North 77 degrees 31 minutes 04 seconds West, 150.00 feet; (2)
North 12 degrees 37 minutes 05 seconds East, 100.00 feet to line of lands, now
or formerly, of JOFR, Inc.; Thence by the same, South 77 degrees 31 minutes 04
seconds East, 150.00 feet to the aforesaid northwesterly line of Bear-Corbitt
Road; Thence, by the same, South 12 degrees 37 minutes 05 seconds West, 100.00
feet to the Point of Beginning. Containing 0.344+/- acres.

         TOGETHER with an easement, at all times, in common with all others now
or hereafter entitled thereto, for the purpose of ingress, egress and regress,
and also for the purpose of constructing, operating and maintaining wells,
pumping stations, water supply mains, telephone lines, electrical lines and
related facilities, over, under, along and upon a strip of land 15 feet in
perpendicular width, said easement being more particularly described as follows:

         BEGINNING at "Point 5", aforesaid; thence North 77 degrees 27 minutes
45 seconds West 189.74 feet to a point; thence North 12 degrees 32 minutes 15
seconds East 143.82 feet to a point; thence North 31 degrees 26 minutes 32
seconds West 139.57 feet to a point in the southeasterly boundary of Parcel "D",
last mentioned point hereinafter referred to as "Point 6"; thence North 58
degrees 33 minutes 28 seconds East along the southeasterly boundary of Parcel
"D" a distance of 15.00 feet to a point; thence South 31 degrees 26 minutes 32
seconds East 145.63 feet to a point in the westerly boundary of lands now or
formerly of Quentin W. Kelly and wife; thence by lands of last mentioned owners
the two following courses and distances: (1) South 12 degrees 32 minutes 15
seconds West 134.88 feet to a point; and (2) South 77 degrees 27 minutes 45
seconds East 174.74 feet to the most northerly corner of Parcel "E"; thence
South

                                      -30-
<PAGE>

12 degrees 32 minutes 15 seconds West along the westerly boundary of Parcel "E"
15.00 feet to the point of BEGINNING.

         UNDER AND SUBJECT to all applicable covenants, conditions, easements,
rights-of-way, reservations, restrictions, and agreements of record in the
Office of the Recorder of Deeds in and for New Castle County and State of
Delaware.

                              Appoquinimink Hundred

Tax Parcel No. (Part of ) 14-007.00-020
(SCHWEBEL)

         ALL that lot, piece or parcel of land situate in Appoquinimink Hundred,
New Castle County, State of Delaware, and known as Lands of Ada & Rosalind
Schwebel Estate, and being more particularly bounded and described in accordance
with a Plot Plan for Lands of Ada & Rosalind Schwebel Estate prepared by Clifton
L. Bakhsh Jr., Inc., dated December 10, 2001 [Comm. No. 15916, File No. MJ
15916] as follows, to wit:

         BEGINNING at a point, joining the northerly side of Old State Road (25
feet from center thereof) with the easterly side of S.R. 1 (at varying widths).
Thence along the easterly side of S.R. 1. the following three (3) courses and
distances: (1) North 18 degrees 16 minutes 21 seconds East, 186.82 feet to a
point; (2) North 02 degrees 55 minutes 59 seconds East, 616.12 feet to a point;
(3) North 05 degrees 58 minutes 33 seconds East, 280.00 feet to a corner of
lands now or formerly of the State of Delaware. Thence along the same, the
following two (2) courses and distances: (1) North 45 degrees 58 minutes 33
seconds East, 240.00 feet to a point; (2) North 16 degrees 54 minutes 16 seconds
West, 282.89 feet to a found monument, on the line of Sycamore Farms. Thence
along Sycamore Farms, South 61 degrees 55 minutes 05 seconds East, 1015.37 feet
to a point on the northwesterly side of Old State Road (25 feet from center
thereof). Thence along the same, the following four (4) courses and distances:
(1) South 45 degrees 42 minutes 59 seconds West, 457.90 feet to a point; (2)
South 45 degrees 12 minutes 54 seconds West, 283.26 feet to a point of
curvature; (3) By a curve to the left, A=263.30 feet, R=1865.12 feet, D=08
degrees 05 minutes 18 seconds to a point; (4) South 37 degrees 07 minutes 36
seconds West, 73.13 feet to a corner of lands now or formerly of Carl and
Carmenlita Herrman. Thence by the same, the following three (3) courses and
distances: (1) North 52 degrees 52 minutes 24 seconds West, 210.43 feet to a
point; (2) South 37 degrees 07 minutes 36 seconds West, 207.00 feet to a point;
(3) South 52 degrees 52 minutes 24 seconds East, 210.43 feet to a found iron
pipe, a point on the northwesterly side of Old State Road (25 feet from center
thereof). Thence by the same, the following two courses and distances: (1) South
60 degrees 17 minutes 27 seconds West, 50.68 feet to a point of curvature; (2)
By a curve to the right, A=208.41 feet, R=225.00 feet, D=53 degrees 04 minutes
17 seconds to the first mentioned point of Beginning.

           Containing within said metes and bounds 16.224+/- acres of
land.

         TOGETHER WITH all rights, title and interest, legal and equitable, the
estate of Rosalind Schwebel may have in and to subterranean waters accessible
from the hereindescribed

                                      -31-
<PAGE>

land, including but not limited to the ownership, appropriation, use, diversion
and extraction of such subterranean waters.

         UNDER AND SUBJECT, FURTHER, to all covenants, conditions, easements,
rights-of-way, reservations, restrictions, and agreements of record in the
Office of the Recorder of Deeds in and for New Castle County and State of
Delaware including, but not limited to, the following:

         Water Service Agreement dated August 29, 1997, between Ada and Rosalind
         Schwebel and Artesian Water Company of record in the Office aforesaid
         in Deed Book 2348, Page 0010.

                                   KENT COUNTY

Tax Parcel No. DC-00-019.00-02-87.00-000
(BURTONWOOD)

         ALL that certain lot, piece or parcel of land, with the improvements
thereon, situate at State Route 1 and Big Oak Road in Duck Creek Hundred, Kent
County, State of Delaware, being shown on that certain Minor Subdivision Plan
for Part of Lands of Burtonwood Village, L.L.C., prepared by Earl D. Smith,
Inc., Professional Land Surveyors of Dover, Delaware, dated March 15, 2001 and
recorded April 5, 2001 in the Office of the Recorder of Deeds in and for Kent
County and State of Delaware at Plot Book 57, Page 84, and being more
particularly bounded and described in accordance with said plan, as follows,
to-wit:

         BEGINNING and commencing from a found concrete monument at the
northeast intersection of State Route 1 and Big Oak Road, on the arc of a circle
running in a northwesterly direction with the east line of State Route 1 with a
11,609.16 foot radius curve to the left, an arc distance of 100.01 feet having a
chord bearing North 17 degrees 07 minutes 59 seconds West 100.01 feet;

Thence from the point of Beginning on the arc of a circle running in a
northwesterly direction with the east line of State Route 1 with a 11,609.16
foot radius curve to the left, an arc distance of 438.70 feet having a chord
bearing North 18 degrees 28 minutes 05 seconds West, 438.67 feet to a point;

Thence along the division line between these lands and lands conveyed to Kent
County Levy Court the three following courses and distances:
(1)   North 70 degrees 44 minutes 53 seconds East, 200.00 feet to a point;
(2)   South 18 degrees 28 minutes 05 seconds East, 438.67 feet to a point; and
(3)   South 70 degrees 44 minutes 53 seconds West, 200.00 feet to the point
      and place of Beginning. Containing 2.00 acres of land be the same more
      or less.

         TOGETHER WITH a Permanent Access Easement in favor of Artesian Water
Company, Inc., its successors and/or assigns, for the purpose of ingress and
egress to and from

                                      -32-
<PAGE>

the above-described parcel of land for the construction and maintenance of water
lines and other utilities necessary for the operation of a water supply
facility, said Permanent Access Easement being described in accordance with the
aforementioned Minor Subdivision Plan for Part of Lands of Burtonwood Village,
L.L.C. recorded in the said Office of the Recorder of Deeds at Plot Book 57,
Page 84 as follows, to-wit:

         BEGINNING and commencing from a found concrete monument at the
northeast intersection of State Route 1 and Big Oak Road, on the arc of a circle
running in a northwesterly direction with the east line of State Route 1 with a
11,609.16 foot radius curve to the left, an arc distance of 100.01 feet having a
chord bearing North 17 degrees 07 minutes 59 seconds West 100.01 feet; thence
North 70 degrees 44 minutes 53 seconds East, 15.00 feet; thence South 17 degrees
07 minutes 59 seconds East, 100.01 feet; thence South 70 degrees 45 minutes 13
seconds West, 15.00 feet to the point and place of Beginning. Containing 1,492
square feet of land be the same more or less.

         IN CONNECTION WITH said Permanent Access Easement, Burtonwood Village,
L.L.C. hereby grants unto Artesian Water Company, Inc., its successors and
assigns, the right to install, maintain, inspect, operate, repair and/or replace
water lines or other water distribution facilities or other necessary utilities,
accessories and appurtenances on, under, over and across the Permanent Access
Easement for the purpose of installing, maintaining, inspecting, operating,
repairing and/or replacing a water distribution system and extending Artesian
Water Company, Inc.'s water distribution system and to provide water
distribution services to other residences, premises and users.

         TOGETHER WITH all rights, title and interest, legal and equitable,
Burtonwood Village, L.L.C. may have in and to subterranean waters accessible
from the herein-described lands, including but not limited to the ownership,
appropriation, use, diversion and extraction of such subterranean waters.

         AND, by acceptance of this deed, Artesian Water Company, Inc. expressly
agrees for itself, its successors or assigns, that there shall be no right,
privilege, or permission of direct access to or from the premises herein
described and State Route 1.

         UNDER AND SUBJECT to all applicable covenants, conditions, easements,
rights-of-way, reservations, restrictions, and agreements of record in the
Office of the Recorder of Deeds in and for Kent County, Delaware, including, but
not limited to, the aforementioned Minor Subdivision Plan for part of Lands of
Burtonwood Village, L.L.C., dated March 15, 2001 and recorded April 5, 2001 at
Plot Book 57, Page 84.

         TOGETHER with all and singular the tenements, hereditaments, and
appurtenances belonging, or in any wise appertaining, and the revision and
revisions, remainder and remainders, rents, issues and profits thereof, and all
the estate, right, title, interest, property, claim and demand whatsoever of it,
Burtonwood Village, L.L.C., as well at law as in equity or otherwise howsoever,
of, in and to the same and every party thereof, RESERVING and SUBJECT to as
aforesaid.

                                      -33-

<PAGE>

                                   RECORDATION

         Recorded as follows:

         1. In the office of the Recorder of Deeds, in and for New Castle County
and State of Delaware, in Mortgage Record ____________, Volume ______, Page
_____, on the _____day of ________________, 2003.

         2. In the office of the Recorder of Deeds, in and for Kent County and
State of Delaware, in Mortgage Record ____________, Volume ______, Page _____,
on the _____day of ________________, 2003.

         3. In the office of the Recorder of Deeds, in and for Sussex County and
State of Delaware, in Mortgage Record ____________, Volume ______, Page _____,
on the _____day of ________________, 2003.

                                      -34-