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                                                                 EXHIBIT 10.25.7


RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

Pillsbury Madison & Sutro LLP
725 South Figueroa Street
Los Angeles, California 90017
Attention: R. V. Slattery Jr.

                              THIRD MODIFICATION
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                                      OF
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               DEED OF TRUST AND ASSIGNMENT OF LEASES AND RENTS
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     This Modification is made as of September 22, 1999 by FONTANA WATER
RESOURCES, INC., a Delaware corporation ("Trustor"), and UNION BANK OF
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CALIFORNIA, N.A., a national banking association (successor in interest to Union
Bank, a California banking corporation) ("Beneficiary").
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                                   Recitals
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     A.  Trustor executed a Deed of Trust and Assignment of Leases and Rents
dated as of September 30, 1994 to First American Title Insurance Company, as
trustee, for the benefit of Beneficiary, as amended by a First Modification of
Deed of Trust and Assignment of Leases and Rents dated as of January 30, 1997
between Trustor and Beneficiary and a Second Modification of Deed of Trust and
Assignment of Leases and Rents dated as of August 14, 1997 between Trustor and
Beneficiary (said Deed of Trust, as so amended, herein called the "Deed of
                                                                   -------
Trust"), covering interests in real property located in San Bernardino,
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Riverside and Los Angeles Counties, California, as more particularly described
in Exhibit A to the Deed of Trust.  The Deed of Trust was recorded (1) in the
Official Records of San Bernardino County on October 7, 1994 as instrument
number 94412304, (2) in the Official Records of Riverside County on October 6,
1994 as instrument number 388292 and (3) in the Official Records of Los Angeles
County on October 13, 1994 as instrument number 94-1872435.  Terms defined in
the Deed of Trust and not otherwise defined herein have the respective meanings
given to such terms in the Deed of Trust.  The Deed of Trust secures, among
other obligations, all of the obligations of Trustor to Beneficiary under (1)
the Amended and Restated Promissory Note dated January 30, 1997 in the maximum
principal amount of $30,000,000 made by Trustor in favor of Beneficiary and (2)
the Revolving Credit and Term Loan Agreement dated as of September 30, 1994, as
amended by the First Amendment to Revolving Credit and Term Loan Agreement dated
as of January 30, 1997 and the Second Amendment to Revolving Credit and Term
Loan Agreement dated as of August 14, 1997 (said Agreement, as so amended,
herein called the "Credit Agreement"), between Trustor and Beneficiary.
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     B.  Concurrently herewith, Trustor and Beneficiary have executed a Third
Amendment to Revolving Credit and Term Loan Agreement dated as of September 22,
1999 for the purpose of adding certain covenants to the Credit Agreement.
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     C.  Trustor and Beneficiary now wish to amend the Deed of Trust to modify
certain references therein, and they accordingly agree as set forth below.

                                 Modification
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     1.  Amendment.  Section 1.2(c) of the Deed of Trust is amended in full to
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read as follows:

               "(c)  Payment of all other moneys agreed or provided to
     be paid by Trustor herein and/or in the Revolving Credit and Term
     Loan Agreement dated as of September 30, 1994, as amended by the
     First Amendment to Revolving Credit and Term Loan Agreement dated
     as of January 30, 1997, the Second Amendment to Revolving Credit
     and Term Loan Agreement dated as of August 14, 1997 and the Third
     Amendment to Revolving Credit and Term Loan Agreement dated as of
     September 22, 1999, between Trustor and Beneficiary, including
     any further renewals, extensions, modifications, changes and/or
     amendments thereof (the `Credit Agreement'), and performance of
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     all other obligations of Trustor contained herein and/or in the
     Credit Agreement, including any modifications, changes and/or
     amendments hereto or thereto; and."

     2.  Effect of Modification.  On and after the effective date of this
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Modification, each reference in the Deed of Trust to "this Deed of Trust,"
"hereunder," "hereof," "herein" or any other expression of like import referring
to the Deed of Trust, and each reference in the Credit Agreement and the other
Credit Documents (as defined in the Credit Agreement) to "the Deed of Trust,"
"thereunder," "thereof," "therein" or any other expression of like import
referring to the Deed of Trust, shall mean and be a reference to the Deed of
Trust as amended by this Modification.

     3.  Other Terms Unchanged.  Except as specifically amended above, the Deed
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of Trust shall remain in full force and effect and is hereby ratified and
confirmed.

     4.  Headings.  The section headings used herein have been inserted for
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convenience of reference only and do not constitute matters to be considered in
interpreting this Modification.

     5.  Execution in Counterparts.  This Modification may be executed in any
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number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute one and the same instrument.

     6.  Governing Law.  THIS MODIFICATION SHALL BE GOVERNED BY, AND CONSTRUED
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IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN THE STATE OF CALIFORNIA.

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     IN WITNESS WHEREOF, Trustor and Beneficiary have executed this Modification
as of the date first written above.

                              FONTANA WATER RESOURCES, INC.


                              By:  /s/ Richard E. Stoddard
                                   -----------------------
                                    Richard E. Stoddard
                                    President

                              UNION BANK OF CALIFORNIA, N.A.

                              By:  /s/ Richard P. DeGrey
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                                   Richard P. DeGrey, Jr.
                                   Vice President

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