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                                                                   EXHIBIT 10.14

                                   COMPOSITE
                 NON-COMPETITION AND CONFIDENTIALITY AGREEMENT
                 ---------------------------------------------
                                  (AS AMENDED)

          THIS NON-COMPETITION AND CONFIDENTIALITY AGREEMENT (this "Agreement")
is made as of this 17th day of August, 2000 by and between AQUASOURCE, INC. (the
"Company"), a subsidiary of DQE, Inc., and FRANK A. HOFFMANN (the "Employee").

          WHEREAS, Employee currently serves as President of the Company; and

          WHEREAS, as of the date hereof, Employee is being granted stock
options pursuant to the DQE Long-Term Incentive Plan (the "Grant").

          NOW, THEREFORE, in consideration of the Grant, the enhanced severance
benefits as set forth below and the mutual covenants set forth herein, and
intending to be legally bound, the parties to this Agreement agree as follows:

          1.   Acknowledgments.  The Employee acknowledges that: (a) the Company
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is presently engaged in the following businesses: (i) the design, construction,
operation and management of water facilities, (ii) the design, construction,
operation and management of water and wastewater utilities, and (iii)  the
production and distribution of bottled water (collectively, the "Present
Business of the Company"); (b) as a key employee of the Company, the Employee
has been and will continue to be in a position of trust and confidence in which
the Employee has been and will learn of, have access to, and develop
proprietary, confidential, and trade secret information related to the business
and operation of the Company; (c) the Company would be seriously and irreparably
injured by unauthorized or inappropriate disclosure of any such information; (d)
the documents and information regarding the Company's customers, suppliers,
services, products, techniques, methods of operation, business plans and
forecasts, sales, pricing, and costs are highly confidential and constitute
trade secrets; (e) the Employee has developed and will further develop
relationships of special trust and confidence with the Company's customers and
its employees, and such relationships of trust and confidence are of great value
and importance to the Company and are for the Company's exclusive benefit; (f)
in exchange for the covenants and other promises made by the Employee in this
Agreement the Employee has received valuable rights; (g) the Employee has read
and understands the provisions of this Agreement and the Employee has been given
an opportunity for the Employee's legal counsel to review this Agreement; and
(h) the provisions of this Agreement are reasonable.

          2.   Disclosure of Confidential Information.  Confidential Information
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(as defined below) shall at all times remain the property of the Company.  The
Employee will safeguard and maintain on the premises of the Company, to the
extent possible in the performance of the Employee's work for the Company, all
documents and things that contain or embody Confidential Information.  Except as
required as part of the Employee's duties to the Company, the Employee will not,
during the Employee's employment by the Company or thereafter, directly or
indirectly use, divulge, disseminate, disclose, lecture, upon, or publish any
Confidential Information without having first obtained written permission from
the Company to do so.  Upon termination of employment, or upon request by the
Company, the Employee will deliver to the
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Company all materials containing Confidential Information then in the Employee's
possession or under the Employee's control.

          "Confidential Information" shall mean all information disclosed to the
Employee or known by the Employee as a consequence of or through the Employee's
employment by the Company, which is not generally known in the industry in which
the Company and/or an affiliate (i.e., another company the majority interest of
which is owned by the Company or by a direct or indirect parent or subsidiary of
the Company) is or may become engaged, about the Company's or an affiliates'
business, products, processes, and services, including but not limited to
information relating to research, development, inventions, computer program
designs, flow charts, source and object codes, products and services under
development, pricing and pricing strategies, marketing and selling strategies,
power generating, servicing, purchasing, accounting, engineering, costs and
costing strategies, sources of supply, customer lists, customer requirements,
business methods or practices, training and training programs, and related
documentation.  It includes, but is not limited to, proprietary information and
trade secrets of the Company and its affiliates.  It will be presumed that
information supplied to the Company and its affiliates from outside sources is
Confidential Information unless and until it is designated otherwise.

          3.   Restrictions on Competition.  The Employee covenants and agrees
               ---------------------------
that while employed by the Company and for a period of one (1) year following
the termination of the Employee's employment for any reason, the Employee shall
not engage, directly or indirectly, whether as principal or as agent, officer,
director, employee, consultant, shareholder, independent contractor, or
otherwise, alone or in association with any other domestic or foreign person,
corporation or other entity, in a Competing Business (as defined below) within
the continental United States of America; provided, however, that the Employee
shall have the right to accept employment with a Competing Business whose
business is diversified (the "Diversified Business"), if the employment is with
a part of the Diversified Business which is not a Competing Business and if,
prior to accepting such employment, the Employee furnishes written assurances
reasonably satisfactory to the Company from the Diversified Business and from
the Employee that the Employee will not render services directly or indirectly
in connection with any Competing Business.  The term "Competing Business" shall
mean (a) Acquisition Partners, Inc., and (b) any person, corporation, or other
entity engaged in (i) the Present Business of the Company (as defined in Section
1 of this Agreement), (ii) telecommunications, and electric distribution
businesses or (iii) any other business in which the Company was engaged, or with
respect to which the Company had taken substantial steps to engage in, as of the
Employee's date of termination of employment.  The Employee acknowledges that
the Company conducts or intends to conduct business within the geographic area
specified and, therefore, the Employee acknowledges that this restriction is
reasonable and necessary to protect Company's business and that it will not
prevent the Employee's gainful employment by others.

          4.   Solicitation of Customers.  The Employee covenants and agrees
               -------------------------
that while employed by the Company, and for a two (2) year period following
termination of employment for any reason, the Employee shall not, directly or
indirectly, solicit the business of, or do business with, any Customer, or
otherwise deal in a manner adverse to the Company with respect to such Customer.
The term "Customer" shall mean any customer, supplier, or prospective customer
or supplier of the Company or an affiliate of the Company with whom the Employee
has or had direct

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or indirect contact or about whom the Employee may have acquired any knowledge
while employed by the Company.

          5.   Solicitation of Employees.  During the Employee's employment, and
               -------------------------
for a two (2) year period following termination of employment for any reason,
the Employee shall not, directly or indirectly, solicit the services of any
employee of the Company, induce such employees to terminate their employment, or
otherwise deal in a manner adverse to the Company with respect to such
employees.  If, during the Employee's employment, the Employee is approached or
contacted by any employee or former employee of the Company suggesting,
proposing, recruiting or inducing the Employee to terminate employment with the
Company, the Employee shall notify the Company immediately in writing.

          6.   Ownership of Intellectual Property.  The Employee agrees that all
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inventions, improvements, developments and/or discoveries (whether or not
patentable), and all works of authorship (whether or not copyrightable)
(hereinafter collectively "Intellectual Property"), which are conceived of,
created, or made within the scope of the Employee's employment by the Company,
whether solely or jointly with others, shall be the sole and exclusive property
of the Company.  The Employee further agrees to promptly and fully disclose all
such Intellectual Property and to execute, acknowledge, and deliver, upon
request of the Owner and without further compensation, either during or
subsequent to employment, all instruments which are desirable or necessary to
prosecute an application for and to acquire, maintain, and enforce all patents,
copyrights or registrations covering such Intellectual Property in all
countries.  Moreover, the Employee hereby conveys, assigns, and transfers the
Employee's entire right, title, and interest in and to such Intellectual
Property to the Company and otherwise agrees to cooperate as necessary to
perfect the Company's rights and ownership to such Intellectual Property.  Upon
termination of employment, or upon request by the Company, the Employee will
deliver to the Company all materials relating to Intellectual Property then in
the Employee's possession or under the Employee's control.

          7.   Rights and Remedies Upon Breach.  If the Employee breaches, or
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threatens to breach, any material terms and conditions of this Agreement, then
the Company shall have the following rights and remedies, each of which shall be
independent of the other and severally enforceable, and all of which rights and
remedies shall be in addition to, and not in lieu of, any other rights and
remedies available to the Company under law or equity:

               (a) Specific Performance.  The right and remedy to have all
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     provisions of this Agreement specifically enforced by any court having
     equity jurisdiction, including obtaining an injunction to prevent any
     continuing violation of this Agreement; the Employee acknowledges that the
     Employee's services to the Company are of a unique character and have a
     special value to the Company, that any such breach or threatened breach
     will cause irreparable injury to the Company, and that money damages will
     be difficult to ascertain and will not provide an adequate remedy to the
     Company.

               (b) Accounting.  The right and remedy to require the Employee to
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     account for and pay over to the Company all compensation, profits, monies,
     accruals, increments, or other benefits derived or received by the Employee
     as a result of any transactions constituting a breach of any material
     provision of this Agreement.

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               (c) Damages, Costs, and Attorney Fees.  If the Employee is found
                   ---------------------------------
     to have breached this Agreement by a court, the Employee shall be liable
     for and agree to pay the Company: (i) all damages suffered by the Company
     as a result of the breach, and (ii) all costs and reasonable attorney fees
     and costs incurred by the Company to enforce its rights under this
     Agreement.

          8.   Obligations Survive Termination of Employment.  The termination
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of the Employee's employment for whatever reason shall not impair or relieve the
Employee of any of the Employee's obligations under this Agreement which, by
their express terms or by implication, extend beyond the term of the Employee's
employment.

          9.   Binding Effect and Assignability.  This Agreement may not be
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assigned by either party without the prior written consent of the other party,
except that in the event Company should undergo any change in ownership or
change in structure or control, or should Company transfer some or all of its
assets to another entity, this Agreement may be assigned by Company without the
Employee's further consent to any company, business, partnership, individual or
entity, and that the Employee will continue to remain bound by this Agreement.
Subject to the foregoing, this Agreement shall be binding upon and inure to the
benefit of the parties and their respective heirs, legatees, devisees, personal
representatives, successors and assigns.

          10.  Notice to New Employer and Notice to the Company.  The Employee
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agrees that, prior to the commencement of any new employment, the Employee will
furnish the new employer with a copy of this Agreement.  The Employee also
agrees that the Company may advise any new or prospective employer of the
Employee of the existence and terms of this Agreement and furnish the employer
with a copy of this Agreement.  Accordingly, the Employee agrees to notify the
Company prior to the commencement of any new employment of the name of the new
employer.

          11.  Authorization to Modify Restrictions.  It is the intention of the
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parties that the provisions of this Agreement shall be enforceable to the
fullest extent permissible by law, and that the unenforceability of any
provision, in whole or in part, shall not render unenforceable, or impair, the
remaining parts and provisions of this Agreement.  If any provision of this
Agreement shall be deemed unenforceable, in whole or in part, this Agreement
shall be deemed amended to delete or modify the offending part and to alter the
Agreement to render it valid and enforceable.  Should a court determine that the
character, duration, or geographical scope of any covenant of this Agreement is
unreasonable in light of the circumstances as they then exist, then it is the
intention and the agreement of the parties that this Agreement shall be
construed by the court so as to impose only those restrictions on the conduct of
the Employee which are reasonable in light of the circumstances as they then
exist and as are necessary to assure the Company of the intended benefit of this
Agreement.

          12.  Tolling.  The periods of time set forth in Section 3, 4 and 5 of
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this Agreement shall be extended, at the option of the Company, for a period of
time equal to all periods during which the Employee is or was in violation of
such provision and to extend the restricted period to run from the date of any
injunction which may be issued against the Employee to enable the Company to
receive the full benefit of these provisions.

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          13.  Waiver.  Waiver of any term or condition of this Agreement by any
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party shall not be construed as a waiver of a subsequent breach or failure of
the same term or condition, or as a waiver of any other term or condition of
this Agreement.

          14.  Governing Law.  This Agreement and all determinations made and
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actions taken pursuant to this Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania other than the conflict of laws provisions of such
laws, and shall be construed in accordance therewith.

          15.  Consent to Jurisdiction and Service of Process.  The Company and
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the Employee shall be deemed to have expressly agreed and consented to the
personal jurisdiction of the Court of Common Pleas for Allegheny County,
Pennsylvania and/or the United States District Court for the Western District of
Pennsylvania with respect to any dispute or controversy related to, arising
under, or in connection with this Agreement.  The Company and the Employees
shall also be deemed to have expressly agreed that such courts are convenient
forums for the parties to any such controversy or dispute and for any potential
witnesses and that process issued out of any such court or in accordance with
the rules of practice of such court may be served by mail or other forms of
substituted service to the Company at the address of its principal executive
office and to the Employee at his or her last known address as reflected in the
Company's records.

          16.  Termination of Employment; Severance Benefits.  (a) The
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Employee's employment may be terminated at any time by the Company for any
reason, with or without Cause (as defined below).  The Company shall continue to
pay the Employee's base salary and all health and welfare benefits for 52 weeks
to the Employee as severance pay upon any termination by Company without Cause
(78 weeks if such termination without Cause occurs during the period from March
1, 2002 through and including September 30, 2002).  Pension benefits will
continue to accrue during the severance period if and to the extent permitted by
the applicable plan or plans and the law.  No severance pay will be due and
payable if Employee is terminated for Cause or resigns from employment.  For
purposes of this Agreement, "Cause" shall mean any of the following that is
demonstrably and materially injurious to the interest, property, operations,
business or reputation of the Company or any of its affiliates: (i) the
Employee's breach of (A) the Guidelines for Ethical Conduct of DQE and its
Family of Companies; or (B) the Rules of Conduct set forth in Section Six of the
DQE Policy Manual, each as in effect from time to time; (ii) the Employee's
theft or embezzlement, or attempted theft or embezzlement, of money or property
of the Company or its affiliates; the Employee's perpetration or attempted
perpetration of fraud, or the Employee's participation in fraud or attempted
fraud, on the Company or its affiliates; or the Employee's unauthorized
appropriation of, or intentional attempt to misappropriate, any tangible or
intangible assets or property of the Company or its affiliates; or (iii) any act
or acts of disloyalty, misconduct, or moral turpitude by the Employee or the
Employee's conviction of a crime.

          (b) Notwithstanding any provision herein to the contrary, the Company
shall not have any obligation to pay any amount or provide any benefit, as the
case may be, under this Agreement, unless and until the Employee executes (i) a
release of the Company, its affiliates and related parties, in such form as the
Company may reasonably request, of all claims against Company, its affiliates
and related parties relating to the Employee's employment and termination

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thereof; and (ii) an agreement to continue to comply with, and be bound by,
Sections 2, 3, 4, 5 and 6 of this Agreement.

          17.  Entire Agreement.  This Agreement embodies the entire agreement
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and understanding between the parties and supersedes all prior agreements and
understandings.

As originally executed August 17, 2000:

/s/ Robin J. Pancari                     /s/ Frank A. Hoffmann
----------------------                   ----------------------------
WITNESS                                  FRANK A. HOFFMANN

                                         AQUASOURCE, INC.

/s/ Karen M. Keast                       By: /s/ Martin J. Stanek
----------------------                       ----------------------
WITNESS
                                         Title: Vice President & General Counsel
                                                --------------------------------

As Amended February 28, 2002:

AQUASOURCE, INC.                         /s/ Frank A. Hoffmann
                                         ----------------------------
                                         FRANK A. HOFFMANN
By: /s/ Jon E. Evans
    ---------------------------------
Title:  Vice President & General Counsel
        --------------------------------

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