Exhibit 10.11

                                                EXECUTION VERSION


                        PLEDGE AGREEMENT


     THIS  PLEDGE  AGREEMENT dated as of March 15, 2005  executed
and  delivered  by each of the undersigned parties identified  as
"Pledgors"  on  the signature pages hereto and the other  Persons
who  may be come Pledgors hereunder pursuant to the execution and
delivery  of a Pledge Agreement Supplement substantially  in  the
form  of  Annex 1 hereto (each a "Pledgor" and collectively,  the
"Pledgors") in favor of SLOAN GROUP LTD. (the "Pledgee").

     WHEREAS, pursuant to that certain Convertible Note dated  as
of  the  date  hereof  (as  amended,  restated,  supplemented  or
otherwise  modified from time to time, the "Note"), by and  among
BAYCORP  HOLDINGS,  LTD.,  a  Delaware corporation  ("Holdings"),
GREAT  BAY  POWER  MARKETING,  INC.,  a  Maine  corporation  ("GB
Power"), GREAT BAY HYDRO CORPORATION, a New Hampshire corporation
("GB Hydro"), BAYCORP VENTURES, LLC, a Delaware limited liability
company  ("BayCorp  Ventures"), NACOGDOCHES  POWER,  LLC,  a  New
Hampshire  limited  liability company ("NAC Power"),  NACOGDOCHES
GAS,  LLC, a New Hampshire limited liability company ("NAC Gas"),
GREAT  BAY  HYDRO  MAINE, LLC, a Maine limited liability  company
("GB  Maine")  and GREAT BAY HYDRO BENTON, LLC, a  Maine  limited
liability company ("GB Benton"; together with Holdings, GB Power,
GB  Hydro, BayCorp Ventures, NAC Power, NAC Gas, GB Maine and  GB
Benton, collectively the "Borrower") and the Pledgee, the Pledgee
has  agreed  to make available to the Borrower certain  financial
accommodations on the terms and conditions contained in the Note;

     WHEREAS, the Borrower and each of the other Pledgors, though
separate legal entities, are mutually dependent on each other  in
the  conduct  of  their respective businesses  as  an  integrated
operation  and  have  determined it to be in  their  mutual  best
interests  to  obtain  financing from the Pledgee  through  their
collective efforts;

     WHEREAS,  each  Pledgor acknowledges that  it  will  receive
direct  and  indirect  benefits  from  the  Pledgee  making  such
financial  accommodations available to  the  Borrower  under  the
Note; and

     WHEREAS,  it  is a condition precedent to the  extension  of
such  financial accommodations under the Note that  the  Pledgors
execute and deliver this Agreement, among other things, to  grant
to  the Pledgee a security interest in the Collateral as security
for the Secured Obligations.

     NOW,  THEREFORE,  in consideration of the mutual  agreements
herein  contained and for other good and valuable  consideration,
the  receipt and sufficiency of which are hereby acknowledged  by
the parties, the parties agree as follows:



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     Section 1.  Definitions.  Terms not otherwise defined herein
are  used herein with the respective meanings given them  in  the
Note.   Terms defined in the Uniform Commercial Code as in effect
in the State of New York shall have the respective definitions as
so defined.  In addition, as used in this Agreement:

     "Bankruptcy  Code" means United States Bankruptcy  Code  (11
U.S.C. Section 101 et seq.), as in effect from time to time,  and
any successor statute thereto.

     "Issuer"  means  with  respect to an  Equity  Interest,  the
Person who issued such Equity Interest and shall include each  of
the Persons identified as an Issuer on Schedule 1 attached hereto
(or  any  addendum  or supplement thereto),  and  any  successors
thereto, whether by merger or otherwise.

     "Pledgor  Subsidiaries"  means NAC  Gas,  GB  Maine  and  GB
Benton.

     "Proceeds"   means  all  proceeds  (including  proceeds   of
proceeds)  of  any of the Collateral including all:  (a)  rights,
benefits,  distributions, premiums, profits, dividends, interest,
cash, instruments, documents of title, accounts, contract rights,
inventory,  equipment, general intangibles, payment  intangibles,
deposit accounts, chattel paper, and other property from time  to
time received, receivable, or otherwise distributed in respect of
or in exchange for, or as a replacement of or a substitution for,
any  of the Collateral, or proceeds thereof (including any  cash,
Equity   Interests,  or  other  instruments  issued   after   any
recapitalization,  readjustment,  reclassification,   merger   or
consolidation  with  respect  to the  Issuers  and  any  security
entitlements, as defined in Section 8-102(a)(17) of the UCC, with
respect  thereto);  (b) "proceeds," as such term  is  defined  in
Section  9-102(a)(64) of the UCC; (c) proceeds of any  insurance,
indemnity,   warranty,  or  guaranty  (including  guaranties   of
delivery)  payable from time to time with respect to any  of  the
Collateral,  or proceeds thereof; and (d) payments (in  any  form
whatsoever)  made or due and payable to a Pledgor  from  time  to
time   in   connection   with   any  requisition,   confiscation,
condemnation,  seizure or forfeiture of all or any  part  of  the
Collateral, or proceeds thereof.

     "Secured Obligations" means, collectively, (a) with  respect
to  the  Borrower, the unpaid principal of and  interest  on  all
indebtedness, liabilities, obligations, covenants and  duties  of
the  Borrower  owing  to  the Pledgee  of  any  kind,  nature  or
description,  under  or in respect of the Note,  any  other  Loan
Document  to  which  the Borrower is a party, whether  direct  or
indirect,   absolute  or  contingent,  due  or  to  become   due,
contractual   or   tortious,  liquidated  or  unliquidated,   and
including all interest (including interest that accrues after the
filing  of  a  case under the Bankruptcy Code) and  any  and  all
costs,  fees (including reasonable attorneys fees), and  expenses
which  the  Borrower is required to pay pursuant to  any  of  the
foregoing, by law, or otherwise and (b) with respect to any other
Pledgor,  all  indebtedness, liabilities, obligations,  covenants
and  duties  of such Pledgor owing to the Pledgee  of  any  kind,
nature  or description, under or in respect of the Loan Documents
to  which  such Pledgor is a party, whether direct  or  indirect,
absolute or contingent, due or to become due, contractual

                               -2-

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or  tortious,  liquidated  or  unliquidated,  and  including  all
interest (including interest that accrues after the filing  of  a
case  under  the  Bankruptcy Code) and any and  all  costs,  fees
(including  reasonable attorneys fees), and expenses  which  such
Pledgor is required to pay or has guaranteed pursuant to  any  of
the foregoing, by law, or otherwise.

     "Securities  Act"  means  the Securities  Act  of  1934,  as
amended.

     "UCC" means the Uniform Commercial Code as in effect in  the
State of New York.

     Section  2.  Pledge.  As security for the prompt performance
and  payment  in  full of the Secured Obligations,  each  Pledgor
hereby pledges to the Pledgee for the benefit of the Pledgee, and
grants  to the Pledgee for the benefit of the Pledgee a  security
interest in, all of such Pledgor's right, title and interest  in,
to and under the following (collectively, the "Collateral"):

     (a)   (i)  in the case of Holdings, its Equity Interests  in
the  Pledgor  Subsidiaries, and (ii) in the case of  the  Pledgor
Subsidiaries,  all  Equity  Interests  now  or  hereafter  owned,
acquired or held by such Pledgor Subsidiaries, including  without
limitation, the Equity Interests described in Schedule 1 attached
hereto;

     (b)   all other investment property and financial assets  of
the Pledgor Subsidiaries;

     (c)   all  payments due or to become due to such Pledgor  in
respect of any of the foregoing;

     (d)    all   of  such  Pledgor's  claims,  rights,   powers,
privileges, authority, puts, calls, options, security  interests,
liens and remedies, if any, in respect of any of the foregoing;

     (e)   all  of such Pledgor's rights to exercise and  enforce
any  and  every  right,  power,  remedy,  authority,  option  and
privilege  of  such  Pledgor relating to  any  of  the  foregoing
including, without limitation, any power to (i) terminate, cancel
or modify any agreement, (ii) execute any instruments and to take
any  and  all other action on behalf of and in the name  of  such
Pledgor  in  respect of any of the foregoing and  the  applicable
Issuer   thereof,   (iii)   exercise  voting   rights   or   make
determinations,  (iv) exercise any election (including,  but  not
limited to, election of remedies), (v) exercise any "put",  right
of  first  offer or first refusal, or other option, (vi) exercise
any  right of redemption or repurchase, (vii) give or receive any
notice,  consent, amendment, waiver or approval,  (viii)  demand,
receive,  enforce, collect or receipt for any of  the  foregoing,
(ix)  enforce  or  execute any checks, or  other  instruments  or
orders,  and  (x)  file  any claims and to  take  any  action  in
connection with any of the foregoing;

     (f)   all  certificates  and  instruments  representing   or
evidencing any of the foregoing;

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     (g)  all other rights, titles, interests, powers, privileges
and preferences pertaining to any of the foregoing; and

     (h)  all Proceeds of any of the foregoing.

     Section  3.   Representations and Warranties.  Each  Pledgor
hereby represents and warrants to the Pledgee as follows:

     (a)   Title  and Liens.  Such Pledgor is, and  will  at  all
times  continue  to  be, the legal and beneficial  owner  of  the
Collateral of such Pledgor. None of the Collateral is subject  to
any  adverse claim or other Lien other than Permitted Liens.   No
Person  has  control  of  any of the Collateral  other  than  the
Pledgee.

     (b)   Authorization.  Such Pledgor has the right and  power,
and  has  taken all necessary action to authorize it, to execute,
deliver and perform this Agreement in accordance with its  terms.
The  execution,  delivery and performance of  this  Agreement  in
accordance with its terms, including the granting of the security
interest hereunder, do not and will not, by the passage of  time,
the  giving  of  notice,  or both: (i) require  any  Governmental
Approval  or violate any Applicable Law relating to such Pledgor;
(ii) conflict with, result in a breach of or constitute a default
under  the  organizational documents  of  such  Pledgor,  or  any
indenture, agreement or other instrument to which such Pledgor is
a  party  or by which it or any of the Collateral of such Pledgor
or its other property may be bound; or (iii) result in or require
the  creation or imposition of any Lien upon or with  respect  to
any  of  the  Collateral of such Pledgor or such Pledgor's  other
property whether now owned or hereafter acquired.

     (c)   Validity  and Perfection of Security  Interest.   This
Agreement is effective to create in favor of the Pledgee, for the
benefit  of the Pledgee, a legal, valid and enforceable  security
interest  in  the  Collateral.  Such security  interest  will  be
perfected  (i)  with  respect to any such Collateral  that  is  a
"security" (as such term is defined in the UCC) and is  evidenced
by  a  certificate,  when such Collateral  is  delivered  to  the
Pledgee  with  duly executed stock powers with  respect  thereto,
(ii) with respect to any such Collateral that is a "security" (as
such  term  is  defined in the UCC) but is  not  evidenced  by  a
certificate,  when UCC financing statements in  appropriate  form
are  filed  in the appropriate filing offices in the jurisdiction
of organization of the Pledgors or when control is established by
the  Pledgee over such interests in accordance with the provision
of  Section  8-106  of the UCC, or any successor  provision,  and
(iii)  with  respect  to  any  such  Collateral  that  is  not  a
"security"  (as  such  term is defined  in  the  UCC),  when  UCC
financing  statements  in  appropriate  form  are  filed  in  the
appropriate filing offices in the jurisdiction of organization of
the  Pledgors.  Except as set forth in this subsection, no action
is  necessary  to perfect the security interest  granted  by  any
Pledgor under this Agreement.

     (d)  Pledged Equity Interests.  The information set forth on
Schedule 1 hereto with respect to the Collateral of such  Pledgor
is true and correct.

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     (e)   Name,  Organization, Etc.  Such Pledgor's exact  legal
name,   type   of   legal  entity,  jurisdiction  of   formation,
organizational identification number and location  of  its  chief
executive office are as set forth on Schedule 1.  Except  as  set
forth  on  such  Schedule,  since  the  date  of  such  Pledgor's
formation,  such Pledgor has not changed its name or merged  with
or otherwise combined its business with any other Person.

     (f)  Authorization of Equity Interest.  All Equity Interests
which  constitute Collateral are duly authorized, validly issued,
fully  paid  and nonassessable and are not subject to  preemptive
rights of any Person.

     (g)   Interests  in  Partnerships and  LLCs.   None  of  the
Collateral  consisting of an interest in a partnership  or  in  a
limited  liability  company  (i) is  dealt  in  or  traded  on  a
securities exchange or in securities markets, (ii) by  its  terms
expressly provides that it is a security governed by Article 8 of
the UCC or (iii) is an investment company security.

     Section  4.  Covenants.  Each Pledgor hereby unconditionally
covenants and agrees as follows:

     (a)  No Liens; No Sale of Collateral.  Such Pledgor will not
create,  assume, incur or permit or suffer to exist  any  adverse
claim or other Lien on any of the Collateral other than Permitted
Liens  and  shall  not  enter into any  document,  instrument  or
agreement (other than this Agreement) which prohibits or purports
to  prohibit the creation or assumption of any Lien on any of the
Collateral.   Such  Pledgor will not sell, lease,  lend,  assign,
transfer  or  otherwise  dispose of all or  any  portion  of  the
Collateral  (or  any  interest therein) except  in  the  ordinary
course of business.

     (b)   Change  of Name, Etc.  Without giving the  Pledgee  at
least 30-days' prior written notice and to the extent such action
is  not  otherwise prohibited by any of the Loan Documents,  such
Pledgor  shall  not:   (i) change its name;  (ii)  reorganize  or
otherwise become formed under the laws of another jurisdiction or
(iii)  become  bound by a security agreement  of  another  Person
under Section 9-203(d) of the UCC.

     (c)  Defense of Title.  Such Pledgor will warrant and defend
its title to and ownership of the Collateral of such Pledgor,  at
its sole cost and expense, against the claims of all Persons.

     (d)   Delivery  of  Certificates, Etc.  If a  Pledgor  shall
receive  any  certificate  (including,  without  limitation,  any
certificate  representing a stock and/or  liquidating  dividends,
other  distributions  in property, return  of  capital  or  other
distributions  made  on or in respect of the Collateral,  whether
resulting from a subdivision, combination or reclassification  of
outstanding   Equity  Interests  or  received  in  exchange   for
Collateral  or  any part thereof or as a result  of  any  merger,
consolidation, acquisition or other exchange of assets or on  the
liquidation,  whether  voluntary or involuntary,  or  otherwise),
instrument,  option  or  rights in  respect  of  any  Collateral,
whether  in addition to, in substitution of, as a conversion  of,
or  in  exchange  for,  any Collateral, or otherwise  in  respect
thereof,  such  Pledgor  shall hold the same  in  trust  for  the
Pledgee and promptly deliver the

                               -5-

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same to the Pledgee in the exact form received, duly indorsed  by
such  Pledgor  to  the  Pledgee, if required,  together  with  an
undated   stock  power  covering  such  certificate   (or   other
appropriate  instrument of transfer) duly executed  in  blank  by
such  Pledgor  and  with, if the Pledgee so  requests,  signature
guaranteed,  to be held by the Pledgee, subject to the  terms  of
this Agreement, as Collateral.

     (e)    Uncertificated  Securities.   With  respect  to   any
Collateral that constitutes a security and is not represented  or
evidence by a certificate or instrument, such Pledgor shall cause
the  Issuer  thereof either (i) to register the  Pledgee  as  the
registered  owner  of such security or (ii) to agree  in  writing
with  the  Pledgee and such Pledgor that such Issuer will  comply
with the instructions with respect to such security originated by
the Pledgee without further consent of such Pledgor.

     (f)   Security  Entitlements and Securities Accounts.   With
respect to any Collateral consisting of a security entitlement or
a  securities  account, such Pledgor shall, and shall  cause  the
applicable  securities intermediary, to enter into  an  agreement
with,  and  in  form and substance acceptable  to,  the  Pledgee,
granting control to the Pledgee over such Collateral.

     (g)   Additional Shares.  Such Pledgor shall not permit  any
Issuer  to  issue  any  additional Equity Interests  unless  such
Equity  Interests  are  pledged  hereunder  as  provided  herein.
Further,  such Pledgor shall not permit any Issuer  to  amend  or
modify its articles or certificate of incorporation, articles  of
organization,   certificate  of  limited  partnership,   by-laws,
operating  agreement, partnership agreement or  other  comparable
organizational  instrument  in  a manner  which  would  adversely
affect  the  voting,  liquidation, preference  or  other  similar
rights of any holder of the Equity Interests pledged hereunder.

     (h)   Issuer Acknowledgment.  Such Pledgor shall,  upon  the
Pledgee's  request  therefor, cause  each  Issuer  of  Collateral
pledged by such Pledgor and which Issuer is not a Pledgor itself,
to  execute  and  deliver to the Pledgee  an  Acknowledgment  and
Consent substantially in the form of Schedule 2 attached hereto.

     Section 5.  Voting Rights; Dividends, etc.

     (a)  So long as no Event of Default exists:

          (i)  each Pledgor shall be entitled to exercise any and
     all  voting and/or consensual rights and powers accruing  to
     an  owner  of  the  Collateral or any part thereof  for  any
     purpose  not  inconsistent with the terms and conditions  of
     any of the Loan Documents or any agreement giving rise to or
     otherwise relating to any of the Secured Obligations; and

          (ii)  each Pledgor shall be entitled to retain and  use
     any   and  all  cash  dividends  or  interest  paid  on  the
     Collateral  in the normal course of the applicable  Issuer's
     business,   but   any  and  all  stock  and/or   liquidating
     dividends, other distributions in property, return

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     of  capital or other distributions made on or in respect  of
     the   Collateral,  whether  resulting  from  a  subdivision,
     combination   or  reclassification  of  outstanding   Equity
     Interests or received in exchange for Collateral or any part
     thereof  or  as  a  result  of  any  merger,  consolidation,
     acquisition  or  other  exchange  of  assets   or   on   the
     liquidation, whether voluntary or involuntary, or otherwise,
     shall  be and become part of the Collateral and, if received
     by a Pledgor, shall forthwith be delivered to the Pledgee.

The  Pledgee agrees to execute and deliver to a Pledgor, or cause
to be executed and delivered to a Pledgor, as appropriate, at the
sole  cost and expense of such Pledgor, all such proxies,  powers
of  attorney,  dividend  orders and  other  instruments  as  such
Pledgor  may reasonably request for the purpose of enabling  such
Pledgor  to  exercise  the voting and/or  consensual  rights  and
powers  which  such Pledgor is entitled to exercise  pursuant  to
clause  (i)  above  and/or to receive the  dividends  which  such
Pledgor is authorized to retain pursuant to clause (ii) above.

     (b)   If an Event of Default exists, all rights of a Pledgor
to  exercise the voting and/or consensual rights and powers which
a  Pledgor is entitled to exercise pursuant to subsection  (a)(i)
above  and/or to receive the dividends and distributions which  a
Pledgor   is  authorized  to  receive  and  retain  pursuant   to
subsection  (a)(ii)  above  shall  cease,  and  all  such  rights
thereupon  shall become immediately vested in the Pledgee,  which
shall have the sole and exclusive right and authority to exercise
such voting and/or consensual rights and powers which any Pledgor
shall  otherwise be entitled to exercise pursuant  to  subsection
(a)(i)  above  and/or  to receive and retain  the  dividends  and
distributions which any Pledgor shall otherwise be authorized  to
retain  pursuant to subsection (a)(ii) above.  Any and all  money
and  other  property  paid  over to or received  by  the  Pledgee
pursuant  to  the  provisions of this  subsection  (b)  shall  be
retained  by  the Pledgee as additional Collateral hereunder  and
shall be applied in accordance with the provisions of Section  7.
If  any  Pledgor  shall receive any dividends,  distributions  or
other  property  which it is not entitled to receive  under  this
Section,  such  Pledgor  shall hold the same  in  trust  for  the
Pledgee,  without  commingling  the  same  with  other  funds  or
property  of or held by such Pledgor, and shall promptly  deliver
the same to the Pledgee, in the identical form received, together
with any necessary endorsements.

     Section 6.  Remedies.

     (a)  In addition to any right or remedy that the Pledgee may
have under the other Loan Documents or otherwise under Applicable
Law, if an Event of Default shall exist, the Pledgee may exercise
any  and all the rights and remedies of a secured party under the
UCC and may otherwise sell, assign, transfer, endorse and deliver
the whole or, from time to time, any part of the Collateral at  a
public  or private sale or on any securities exchange, for  cash,
upon  credit  or  for  other property, for  immediate  or  future
delivery, and for such price or prices and on such terms  as  the
Pledgee  in its discretion shall deem appropriate.  With  respect
to   any   Collateral  held  or  maintained  with  a   securities
intermediary,  the  Pledgee  shall be  entitled  to  notify  such
securities intermediary that such securities intermediary  should
follow  the  entitlement  orders of the  Pledgee  and  that  such
securities  intermediary  should  no  longer  follow  entitlement
orders  of  the Pledgor, without further consent of the  Pledgor.
The  Pledgee  shall  have the right (in  its  sole  and  absolute
discretion) to register any Equity Interests which are

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part of the Collateral in its own name as pledgee or the name  of
its nominee (as Pledgee or as sub-agent), endorsed or assigned in
blank  or  in  favor  of  the  Pledgee.   The  Pledgee  shall  be
authorized  at any sale (if it deems it advisable to  do  so)  to
restrict  the  prospective bidders or purchasers to  Persons  who
will  represent and agree that they are purchasing the Collateral
for  their own account in compliance with the Securities Act  and
any  other Applicable Law and upon consummation of any such  sale
the Pledgee shall have the right to assign, transfer, endorse and
deliver to the purchaser or purchasers thereof the Collateral  so
sold.   Each purchaser at any sale of Collateral shall  take  and
hold the property sold absolutely free from any claim or right on
the  part of any Pledgor, and each Pledgor hereby waives (to  the
fullest  extent  permitted  by  Applicable  Law)  all  rights  of
redemption, stay and/or appraisal which such Pledgor now  has  or
may  at any time in the future have under any Applicable Law  now
existing or hereafter enacted.  Each Pledgor agrees that, to  the
extent  notice  of sale shall be required by Applicable  Law,  at
least  5  days' prior written notice to such Pledgor of the  time
and  place of any public sale or the time after which any private
sale is to be made shall constitute reasonable notification.  Any
such  public  sale  shall be held at such time  or  times  within
ordinary  business  hours and at such  place  or  places  as  the
Pledgee may fix and shall state in the notice or publication  (if
any)  of such sale.  At any such sale, the Collateral, or portion
thereof to be sold, may be sold in one lot as an entirety  or  in
separate  parcels, as the Pledgee may determine in its  sole  and
absolute discretion.  The Pledgee shall not be obligated to  make
any  sale  of the Collateral if it shall determine not to  do  so
regardless of the fact that notice of sale of the Collateral  may
have been given.  The Pledgee may, without notice or publication,
adjourn  any  public  or private sale or cause  the  same  to  be
adjourned from time to time by announcement at the time and place
fixed  for  sale, and such sale may, without further  notice,  be
made  at  the time and place to which the same was so  adjourned.
In  case the sale of all or any part of the Collateral is made on
credit  or  for future delivery, the Collateral so  sold  may  be
retained  by  the Pledgee until the sale price  is  paid  by  the
purchaser or purchasers thereof, but the Pledgee shall not  incur
any  liability  to  any  Pledgor in case any  such  purchaser  or
purchasers  shall fail to take up and pay for the  Collateral  so
sold  and,  in case of any such failure, such Collateral  may  be
sold again upon like notice.  At any public sale made pursuant to
this  Agreement, the Pledgee and any other holder of any  of  the
Secured  Obligations, to the extent permitted by Applicable  Law,
may  bid for or purchase, free from any right of redemption, stay
and/or  appraisal  on the part of any Pledgor  (all  said  rights
being also hereby waived and released to the extent permitted  by
Applicable  Law), any part of or all the Collateral  offered  for
sale.   For purposes hereof, a written agreement to purchase  all
or any part of the Collateral shall be treated as a sale thereof;
the Pledgee shall be free to carry out such sale pursuant to such
agreement and no Pledgor shall be entitled to the return  of  any
Collateral  subject thereto, notwithstanding the fact that  after
the  Pledgee shall have entered into such an agreement all Events
of  Default may have been remedied or the Secured Obligations may
have  been paid in full as herein provided.  Each Pledgor  hereby
waives  any  right to require any marshaling of  assets  and  any
similar  right.   In  addition to exercising the  power  of  sale
herein

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conferred  upon  it, the Pledgee shall also have  the  option  to
proceed  by  suit or suits at law or in equity to foreclose  this
Agreement and sell the Collateral or any portion thereof pursuant
to  judgment  or  decree  of a court or courts  having  competent
jurisdiction.  The rights and remedies of the Pledgee under  this
Agreement  are  cumulative and not exclusive  of  any  rights  or
remedies which it otherwise has.

     Section  7.  Application of Proceeds of Sale and Cash.   The
proceeds  of any sale of the whole or any part of the Collateral,
together  with  any  other moneys held by the Pledgee  under  the
provisions  of  this  Agreement, shall be applied  FIRST  to  pay
incurred  and unpaid fees and expenses of the Pledgee  under  the
Loan  Documents,  SECOND, to the Pledgee for  application  by  it
towards  payment  of  the  Secured Obligations,  and  THIRD,  any
balance  of  such  proceeds remaining after the then  outstanding
Secured Obligations have been paid in full in cash, shall be paid
to  the  Borrower  or to whomsoever may be lawfully  entitled  to
receive the same.  Each Pledgor shall remain liable and will pay,
on  demand,  any deficiency remaining in respect of  the  Secured
Obligations.

     Section   8.   Pledgee  Appointed  Attorney-in-Fact.    Each
Pledgor  hereby  constitutes  and appoints  the  Pledgee  as  the
attorney-in-fact of such Pledgor with full power of  substitution
either in the Pledgee's name or in the name of such Pledgor to do
any  of  the  following: (a) to perform any  obligation  of  such
Pledgor hereunder in such Pledgor's name or otherwise; (b) to ask
for,   demand,  sue  for,  collect,  receive,  receipt  and  give
acquittance for any and all moneys due or to become due under and
by  virtue  of  any  Collateral; (c) to prepare,  execute,  file,
record  or  deliver  notices, assignments, financing  statements,
continuation  statements, applications for registration  or  like
papers  to  perfect,  preserve or release the Pledgee's  security
interest  in  the  Collateral; (d) to issue  entitlement  orders,
instructions  and other orders to any securities intermediary  in
connection with any of the Collateral held by or maintained  with
such securities intermediary; (e) to verify facts concerning  the
Collateral  in such Pledgor's name, its own name or a  fictitious
name; (f) to endorse checks, drafts, orders and other instruments
for  the  payment of money payable to such Pledgor,  representing
any interest or dividend or other distribution payable in respect
of  the Collateral or any part thereof or on account thereof  and
to  give full discharge for the same; (g) to exercise all rights,
powers  and remedies which such Pledgor would have, but for  this
Agreement,  with  respect to any of the Collateral;  and  (h)  to
carry out the provisions of this Agreement and to take any action
and  execute any instrument which the Pledgee may deem  necessary
or  advisable to accomplish the purposes hereof, and  to  do  all
acts  and  things and execute all documents in the name  of  such
Pledgor or otherwise, deemed by the Pledgee as necessary,  proper
and convenient in connection with the preservation, perfection or
enforcement  of  its rights hereunder.  Nothing herein  contained
shall be construed as requiring or obligating the Pledgee to make
any  commitment  or  to make any inquiry  as  to  the  nature  or
sufficiency of any payment received by it, or to present or  file
any  claim or notice, or to take any action with respect  to  the
Collateral or any part thereof or the moneys due or to become due
in respect thereof or any property covered thereby, and no action
taken  by the Pledgee or omitted to be taken with respect to  the
Collateral  or any part thereof shall give rise to  any  defense,
counterclaim or offset in favor of any Pledgor or to any claim or
action against the Pledgee.  The power of attorney granted herein
is  irrevocable  and coupled with an interest  and  can  only  be
exercised following an Event of Default.

                               -9-

<Page>

     Section 9.  Pledgee's Duty of Care.  Other than the exercise
of  reasonable care to ensure that safe custody of the Collateral
while being held by the Pledgee hereunder, the Pledgee shall have
no  duty  or liability to preserve rights pertaining thereto,  it
being  understood and agreed that each Pledgor shall  responsible
for preservation of all rights of such Pledgor in the Collateral.
The Pledgee shall be deemed to have exercised reasonable care  in
the  custody and preservation of the Collateral in its possession
if  such Collateral is accorded treatment substantially equal  to
that  which  the  Pledgee  accords its  own  property,  it  being
understood  that  the Pledgee shall not have  responsibility  for
(a)   ascertaining  or  taking  action  with  respect  to  calls,
conversions,  exchanges,  maturities, tenders  or  other  matters
relating to any Collateral, whether or not the Pledgee has or  is
deemed  to  have  knowledge of such matters  or  (b)  taking  any
necessary  steps  to  preserve rights against  any  parties  with
respect to any Collateral.

     Section 10.  Reimbursement of Pledgee.  Each Pledgor  agrees
to  pay  upon  demand to the Pledgee the amount of  any  and  all
expenses,  including the fees disbursements and other charges  of
its counsel and of any experts or agents, and its fully allocated
internal costs, that the Pledgee may incur in connection with (a)
any  sale of, collection from, or other realization upon, any  of
the  Collateral, (b) the exercise or enforcement of  any  of  the
rights  of  the  Pledgee hereunder, or (c)  the  failure  by  any
Pledgor  to  perform or observe any of the provisions  hereof  or
otherwise in respect of the Collateral.

     Section  11.  Indemnification.  Each Pledgor agrees to  pay,
indemnify,  and  hold the Pledgee, and each of  their  respective
predecessor,  affiliate,  subsidiaries, successors  and  assigns,
together with their past, present and future officers, directors,
agents, attorneys, financial advisors, representatives, partners,
joint  ventures, affiliates and the successor and assigns of  any
and all of them (each, an "Indemnified Person") harmless from and
against  any  and  all  other liabilities,  obligations,  losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements  of  any  kind or nature  whatsoever  ("Indemnified
Amounts")  brought against or incurred by an Indemnified  Person,
in  any manner arising out of or, directly or indirectly, related
in any way to or connected with this Agreement, including without
limitation, the exercise by the Pledgee of any of its rights  and
remedies  under this Agreement or any other action taken  by  the
Pledgee  pursuant  to  the  terms of  this  Agreement;  provided,
however,  a  Pledgor shall have no obligation  hereunder  to  any
Indemnified  Person with respect to Indemnified  Amounts  to  the
extent arising from the gross negligence or willful misconduct of
such  Indemnified  Party, as determined by a court  of  competent
jurisdiction in a final, non-appealable judgment.

     Section 12.  Further Assurances.  Each Pledgor shall, at its
sole  cost and expense, take all action that may be necessary  or
desirable in the Pledgee's sole discretion, so as at all times to
maintain the validity, perfection, enforceability and priority of
the  Pledgee's security interest in the Collateral, or to  enable
the   Pledgee  to  exercise  or  enforce  its  rights  hereunder,
including  without  limitation or otherwise  in  respect  of  the
Collateral.   The Pledgee shall at all times have  the  right  to
exchange the

                              -10-

<Page>

certificates  representing such Equity Interests for certificates
of smaller or larger numbers of shares for any purpose consistent
with this Agreement.

     Section 13.  Securities Act.  In view of the position of the
Pledgors  in  relation to the Collateral,  or  because  of  other
current  or future circumstances, a question may arise under  the
Securities  Act, or any similar Applicable Law hereafter  enacted
analogous in purpose or effect (the Securities Act and  any  such
similar  Applicable  Law as from time to  time  in  effect  being
called  the  "Federal  Securities  Laws")  with  respect  to  any
disposition of the Collateral permitted hereunder.  Each  Pledgor
understands  that  compliance with the  Federal  Securities  Laws
might very strictly limit the course of conduct of the Pledgee if
the  Pledgee were to attempt to dispose of all or any part of the
Collateral  in accordance with the terms hereof, and  might  also
limit  the  extent to which or the manner in which any subsequent
transferee  of  any  Collateral  could  dispose  of   the   same.
Similarly,  there may be other legal restrictions or  limitations
affecting the Pledgee in any attempt to dispose of all or part of
the   Collateral  in  accordance  with  the  terms  hereof  under
applicable  Blue  Sky or other state securities laws  or  similar
Applicable  Law  analogous in purpose or  effect.   Each  Pledgor
recognizes  that  in  light  of the  foregoing  restrictions  and
limitations  the  Pledgee may, with respect to any  sale  of  the
Collateral,  limit the purchasers to those who will agree,  among
other  things, to acquire such Collateral for their own  account,
for investment, and not with a view to the distribution or resale
thereof.   Each Pledgor acknowledges and agrees that in light  of
the  foregoing restrictions and limitations, the Pledgee, in  its
sole  and absolute discretion, may, in accordance with Applicable
Law,  (a)  proceed  to  make  such  a  sale  whether  or  not   a
registration  statement  for  the  purpose  of  registering  such
Collateral  or  part  thereof shall have  been  filed  under  the
Federal  Securities Laws and (b) approach and  negotiate  with  a
single  potential  purchaser to effect such sale.   Each  Pledgor
acknowledges and agrees that any such sale might result in prices
and  other  terms less favorable to the seller than if such  sale
were  a  public sale without such restrictions.  In the event  of
any  such  sale,  the  Pledgee shall incur no  responsibility  or
liability  for  selling  all or any part  of  the  Collateral  in
accordance with the terms hereof at a price that the Pledgee,  in
its  sole  and  absolute  discretion,  may  in  good  faith  deem
reasonable   under   the   circumstances,   notwithstanding   the
possibility  that a substantially higher price  might  have  been
realized  if  the sale were deferred until after registration  as
aforesaid  or  if  more than a single purchaser were  approached.
The  provisions  of  this Section will apply notwithstanding  the
existence  of public or private market upon which the  quotations
or  sales prices may exceed substantially the price at which  the
Pledgee sells.

     Section 14.  [Reserved]

     Section  15.  Continuing Security Interest.  This  Agreement
shall create a continuing security interest in the Collateral and
shall  remain  in  full force and effect until it  terminates  in
accordance with its terms.

     Section 16.  Security Interest Absolute.  All rights of  the
Pledgee  hereunder,  the  grant of a  security  interest  in  the
Collateral  and all obligations of each Pledgor hereunder,  shall
be  absolute  and unconditional irrespective of (a) any  lack  of
validity  or  enforceability of any Loan Document, any  agreement
with respect to any of the Secured Obligations or any

                              -11-

<Page>

other  agreement or instrument relating to any of the  foregoing,
(b) any change in the time, manner or place of the payment of, or
in  any other term of, all or any of the Secured Obligations,  or
any  other amendment or waiver of or any consent to any departure
from  any  Loan  Document, or any other agreement  or  instrument
relating  to any of the foregoing, (c) any exchange,  release  or
nonperfection  of  any  other  collateral,  or  any  release   or
amendment  or  waiver  of or consent to  or  departure  from  any
guaranty,  for all or any of the Secured Obligations or  (d)  any
other  circumstance  that might otherwise  constitute  a  defense
available  to, or a discharge of, any Pledgor in respect  of  the
Secured  Obligations or in respect of this Agreement (other  than
the indefeasible payment in full of all the Secured Obligations).

     Section 17.  No Waiver.  Neither the failure on the part  of
the Pledgee to exercise, nor the delay on the part of the Pledgee
in  exercising  any  right, power or remedy  hereunder,  nor  any
course  of dealing between the Pledgee, on the one hand, and  the
Pledgor,  on  the other hand, shall operate as a waiver  thereof,
nor  shall  any  single or partial exercise of  any  such  right,
power,  or  remedy hereunder preclude any other  or  the  further
exercise  thereof or the exercise of any other  right,  power  or
remedy.

     Section   18.    Notices.   Notices,  requests   and   other
communications required or permitted hereunder shall be given  in
accordance  with, and subject to the provisions of, Section  16.1
of the Note.

     SECTION  19.   GOVERNING  LAW.   THIS  AGREEMENT  SHALL   BE
GOVERNED  BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS  OF  THE
STATE  OF  NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND  TO  BE
FULLY PERFORMED, IN SUCH STATE.

     SECTION 20.  LITIGATION; OTHER MATTERS; WAIVERS.

     (a)   EACH  PARTY  HERETO ACKNOWLEDGES THAT ANY  DISPUTE  OR
CONTROVERSY  AMONG ANY OF THE PLEDGORS AND THE PLEDGEE  WOULD  BE
BASED  ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND  WOULD
RESULT IN DELAY AND EXPENSE TO THE PARTIES.  ACCORDINGLY, TO  THE
EXTENT  PERMITTED BY APPLICABLE LAW, EACH OF THE PLEDGEE AND  THE
PLEDGORS HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR  PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL  IN
WHICH  AN ACTION MAY BE COMMENCED BY OR AGAINST ANY PARTY  HERETO
ARISING  OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT  OR  THE
COLLATERAL.

     (b)   EACH  PLEDGOR EXPRESSLY WAIVES TO THE  MAXIMUM  EXTENT
PERMITTED  BY  APPLICABLE  LAW: (i) ANY CONSTITUTIONAL  OR  OTHER
RIGHT  TO  A  JUDICIAL  HEARING PRIOR TO  THE  TIME  THE  PLEDGEE
DISPOSES OF ALL OR ANY PART OF THE COLLATERAL

                              -12-

<Page>

AS  PROVIDED  IN  THIS AGREEMENT; (ii) ALL RIGHTS OF  REDEMPTION,
STAY,  OR APPRAISAL THAT SUCH PLEDGOR NOW HAS OR MAY AT ANY  TIME
IN  THE  FUTURE  HAVE UNDER ANY APPLICABLE LAW  NOW  EXISTING  OR
HEREAFTER  ENACTED; AND (iii) EXCEPT AS EXPRESSLY REQUIRED  UNDER
THIS  AGREEMENT  OR  APPLICABLE LAW, ANY REQUIREMENT  OF  NOTICE,
DEMAND, OR ADVERTISEMENT FOR SALE.

     (c)  THE PROVISIONS OF THIS SECTION HAVE BEEN CONSIDERED  BY
EACH   PARTY  WITH  THE  ADVICE  OF  COUNSEL  AND  WITH  A   FULL
UNDERSTANDING  OF  THE  LEGAL  CONSEQUENCES  THEREOF,  AND  SHALL
SURVIVE   THE  PAYMENT  OF  THE  SECURED  OBLIGATIONS   AND   THE
TERMINATION OF THIS AGREEMENT.

     Section  21.   Amendments.  No amendment or  waiver  of  any
provision of this Agreement nor consent to any departure  by  any
Pledgor herefrom shall in any event be effective unless the  same
shall  be  in writing and signed by the parties hereto, and  then
such  waiver  or consent shall be effective only in the  specific
instance and for the specific purpose for which given.

     Section  22.  Binding Agreement; Assignment.  This Agreement
shall  be  binding upon and inure to the benefit of  the  parties
hereto  and  their  respective successors and permitted  assigns,
except  that  no  Pledgor  shall  be  permitted  to  assign  this
Agreement or any interest herein or in the Collateral or any part
thereof.

     Section 23.  Termination.  Upon indefeasible payment in full
of   all  of  the  Secured  Obligations,  this  Agreement   shall
terminate.  Upon termination of this Agreement in accordance with
its terms, the Pledgee agrees to take such actions as any Pledgor
may  reasonably request, and at the sole cost and expense of such
Pledgor, to evidence the termination of this Agreement.

     Section   24.    Severability.   Whenever   possible,   each
provision of this Agreement shall be interpreted in such a manner
as  to  be effective and valid under Applicable Law, but  if  any
provision  of  this Agreement shall be prohibited by  or  invalid
under  Applicable Law, such provisions shall be ineffective  only
to   the  extent  of  such  prohibition  or  invalidity,  without
invalidating  the remainder of such provisions or  the  remaining
provisions of this Agreement.

     Section 25.  Headings.  Section headings used herein are for
convenience only and are not to affect the construction of or  be
taken into consideration in interpreting this Agreement.

     Section  26.  Counterparts.  This Agreement may be  executed
in  any number of counterparts, each of which shall be deemed  an
original and all of which shall constitute but one agreement.

     Section 27.  Joint and Several Obligations of Pledgors.  THE
OBLIGATIONS OF THE PLEDGORS HEREUNDER SHALL BE JOINT AND SEVERAL,
AND  ACCORDINGLY, EACH PLEDGOR CONFIRMS THAT IT IS LIABLE FOR THE
FULL AMOUNT OF

                              -13-

<PAGE>

THE   "SECURED  OBLIGATIONS"  AND  ALL  OF  THE  OBLIGATIONS  AND
LIABILITIES OF EACH OF THE OTHER PLEDGORS HEREUNDER.


                    [Signatures on Next Page]




                              -14-



      IN  WITNESS  WHEREOF, each Pledgor  has  executed  and
delivered  this Pledge Agreement under seal as of  this  the
date first written above.


                    PLEDGORS:

                       BAYCORP HOLDINGS, LTD.


                       By:   /s/ Frank W. Getman Jr.
                         ----------------------------
                         Name:  Frank W. Getman Jr.
                         Title: President


                       NACOGDOCHES GAS, LLC


                       By:   /s/ Frank W. Getman Jr.
                         ----------------------------
                         Name:  Frank W. Getman Jr.
                         Title: Manager


                       GREAT BAY HYDRO MAINE, LLC

                       By: BAYCORP HOLDINGS, LTD., its sole
                          member

                          By:   /s/ Frank W. Getman Jr.
                            -----------------------------
                            Name:  Frank W. Getman Jr.
                            Title: President


                       GREAT BAY HYDRO BENTON, LLC

                       By: BAYCORP HOLDINGS, LTD., its sole
                          member

                          By:   /s/ Frank W. Getman Jr.
                            ------------------------------
                            Name:  Frank W. Getman Jr.
                            Title: President






            [Signature Pages to Pledge Agreement]

<Page>



Agreed to, accepted and acknowledged
as of the date first written above.

PLEDGEE:

SLOAN GROUP LTD.


By:  /s/ Joseph C. Lewis
   ---------------------------
  Name:  Joseph C. Lewis
  Title:    Director



            [Signature Pages to Pledge Agreement]





<Page>
                   ANNEX 1 TO PLEDGE AGREEMENT

               FORM OF PLEDGE AGREEMENT SUPPLEMENT


      THIS  PLEDGE AGREEMENT SUPPLEMENT dated as of _____________
200__,   (this   "Supplement")   executed   and   delivered    by
________________ a ______________ (the "New Pledgor") in favor of
Sloan Group Ltd. (the "Pledgee").

      WHEREAS, pursuant to that certain Note dated as of March  [
], 2005 (as amended, restated, supplemented or otherwise modified
from  time  to time, the "Note"), by and among BAYCORP  HOLDINGS,
LTD.,  a  Delaware  corporation  ("Holdings"),  GREAT  BAY  POWER
MARKETING,  INC.,  a  Maine corporation ("GB Power"),  GREAT  BAY
HYDRO  CORPORATION,  a  New Hampshire corporation  ("GB  Hydro"),
BAYCORP  VENTURES,  LLC,  a  Delaware limited  liability  company
("Baycorp  Ventures"), NACOGDOCHES POWER, LLC,  a  New  Hampshire
limited liability company ("NAC Power"), NACOGDOCHES GAS, LLC,  a
New  Hampshire limited liability company ("NAC Gas"),  GREAT  BAY
HYDRO  MAINE, LLC, a Maine limited liability company ("GB Maine")
and  GREAT  BAY  HYDRO  BENTON, LLC, a  Maine  limited  liability
company ("GB Benton"; together with Holdings, GB Power, GB Hydro,
BayCorp  Ventures, NAC Power, NAC Gas, GB Maine  and  GB  Benton,
collectively  the "Borrower") and the Pledgee,  the  Pledgee  has
agreed  to  make  available  to the  Borrower  certain  financial
accommodations on the terms and conditions set forth in the Note;

      WHEREAS,  it  is  a condition precedent  to  the  Pledgee's
continued extension of such financial accommodations that the New
Pledgor execute this Supplement.

      NOW, THEREFORE, in consideration of the above premises  and
for  other  good  and  valuable consideration,  the  receipt  and
sufficiency of which are hereby acknowledged by the New  Pledgor,
the New Pledgor hereby agrees as follows:

     Section 1.  Accession to Pledge Agreement; Grant of Security
Interest.   The  New Pledgor agrees that it is a "Pledgor"  under
the  Pledge Agreement and assumes all obligations of a  "Pledgor"
thereunder,  all  as  if the New Pledgor  had  been  an  original
signatory   to  the  Pledge  Agreement.   Without  limiting   the
generality of the foregoing, the New Pledgor hereby:

      (a)   pledges to the Pledgee, and grants to the  Pledgee  a
security  interest in, all of the New Pledgor's right, title  and
interest  in, to and under the Collateral, including  the  Equity
Interests described on Exhibit I attached hereto, as security for
the Secured Obligations;

      (b)  makes to the Pledgee as of the date hereof each of the
representations  and warranties contained in  Section  3  of  the
Pledge  Agreement and agrees to be bound by each of the covenants
contained  in the Pledge Agreement, including without limitation,
those contained in Section 4 thereof; and

      (c)   consents and agrees to each other provision set forth
in the Pledge Agreement.

      SECTION  2.   GOVERNING  LAW.   THIS  SUPPLEMENT  SHALL  BE
GOVERNED  BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,  THE
LAWS  OF  THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED,
AND TO BE FULLY PERFORMED, IN SUCH STATE.

      Section 3.  Definitions.  Capitalized terms used herein and
not  otherwise defined herein shall have their respective defined
meanings given them in the Pledge Agreement.


                    [Signatures on Next Page]


<Page>

     IN WITNESS WHEREOF, the New Pledgor has caused this Pledge
Agreement Supplement to be duly executed and delivered under seal
by its duly authorized officers as of the date first written
above.

                         [NEW PLEDGOR]


                         By:
                             --------------------------------
                              Name:
                                   ------------------------
                              Title:
                                   ------------------------

                         Address for Notices:

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

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

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

                         Attention:
                                   ------------------------
                         Telecopy Number:
                                        ------------------
                         Telephone Number:
                                        ------------------
Accepted:

SLOAN GROUP LTD.


By:
     ----------------------------
     Name:
          ----------------------
     Title:
          ----------------------


<Page>
<Table>
<Caption>
                                    EXHIBIT I

                            Pledged Equity Interests
                            ------------------------


                              Jurisdiction      Class of     Certificate
                                   of            Equity         Number     Percentage of
   Pledgor        Issuer        Formation       Interest       (if any)      Ownership
<S>            <C>            <C>            <C>            <C>            <C>

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

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


This Exhibit shall be deemed to be a supplement to Schedule 1 attached
to the Pledge Agreement.

</Table>

<Page>


<Table>
<Caption>
                         SCHEDULE 1 TO PLEDGE AGREEMENT


Pledged Equity Interests:
------------------------

                               Jurisdiction     Class of     Certificate
                               Of Formation      Equity         Number     Percentage of
   Pledgor        Issuer        of Issuer       Interest       (if any)      Ownership
     <S>            <C>            <C>            <C>            <C>            <C>

 ----------     ----------      ----------     ----------     ----------        100%

 ----------     ----------      ----------     ----------     ----------        100%

</Table>



<Table>
<Caption>

Pledgor Information:
-------------------

               Jurisdiction
                    of         Organizational       Location of Chief
   Pledgor       Formation         ID No.           Executive Office
<S>           <C>             <C>               <C>

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

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

</Table>


<Page>

                 SCHEDULE 2 TO PLEDGE AGREEMENT

               Form of Acknowledgement and Consent

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

     The undersigned hereby acknowledges receipt of a copy of the
Pledge  Agreement  dated  as  of  March  __,  2005  (the  "Pledge
Agreement"),   made  by  BAYCORP  HOLDINGS,  LTD.,   a   Delaware
corporation  ("Holdings"), NACOGDOCHES GAS, LLC, a New  Hampshire
limited  liability company ("NAC Gas"), GREAT  BAY  HYDRO  MAINE,
LLC,  a  Maine  limited liability company, and  GREAT  BAY  HYDRO
BENTON,  LLC,  a Maine limited liability company, and  the  other
Pledgors  party  thereto  in  favor  of  Sloan  Group  Ltd.  (the
"Pledgee").   Terms  not  otherwise  defined  herein   have   the
respective meanings given them in the Pledge Agreement.

      The  undersigned agrees for the benefit of the  Pledgee  as
follows:

      (a)  The undersigned will be bound by, and comply with, the
terms  of  the  Pledge Agreement applicable to  the  undersigned,
including without limitation, Sections 4(e) and 4(g).

      (b)   The  undersigned will notify the Pledgee  in  writing
promptly  of  the  occurrence of any of the events  described  in
Section 4(d) of the Pledge Agreement.

      (c)   The  undersigned will not permit any  of  the  Equity
Interests  issued  by  it  (i) to be dealt  in  or  traded  on  a
securities exchange or in securities markets; or (ii) to  provide
by  its terms that it is a security governed by Article 8 of  the
UCC.

      IN  WITNESS  WHEREOF,  the  undersigned  has  executed  and
delivered this Acknowledgement and Consent under seal as of  this
the date first written above.

                         [ISSUER]


                         By:
                              ---------------------------
                         Name:
                              ---------------------------
                         Title:
                              ---------------------------