Exhibit 10.1


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                           STOCK ACQUISITION AGREEMENT


     This Stock Acquisition Agreement (the "Agreement") is entered into as of
November 3, 1997, by and between D & E Communications, Inc., a Pennsylvania
corporation (the "Company"), and Southwestern Investments, Inc., a Nevada
corporation and a wholly-owned subsidiary of Citizens Utilities Company (the
"Purchaser").

     WHEREAS, the Company desires to sell and the Purchaser desires to purchase
up to 1,300,000 shares of the Company's common stock, par value $0.16 per share
(the "Common Stock"), for the consideration and on the terms set forth herein;

     NOW THEREFORE, in consideration of the representations, warranties,
covenants and conditions set forth in this Agreement, the parties to this
Agreement, intending to be legally bound hereby, mutually covenant and agree as
follows:


     1. Transaction.

     1.1. Sale and Issuance. At the Closing (as hereafter defined), the
Purchaser shall purchase from the Company and the Company shall issue and sell
to the Purchaser 1,300,000 shares of Common Stock in consideration of the
Purchase Price (as hereafter defined) per share, in cash; provided, that if the
Purchase Price is less than $25.00 per share then the Company may elect in its
discretion to reduce the number of shares of Common Stock it will sell and the
Purchaser will purchase, but to not less than 1,000,000 shares. The "Purchase
Price" shall be a per share price equal to the sum of (i) the average of the
closing prices of the Common Stock on the NASDAQ National Market System on each
of the thirty (30) trading days ending on the day prior to the Closing (the
"Average Price") plus (ii) 10% of the Average Price; provided, that if the
Purchase Price as so determined is less than $20.00 per share then the Purchase
Price shall be equal to $20.00 per share and if the Purchase Price as so
determined is greater than $25.00 per share then the Purchase Price shall be
equal to $25.00 per share. The Company and the Purchaser shall jointly determine
and confirm with each other in writing the Purchase Price after the close of
regular hours trading on the NASDAQ National Market on the day prior to the
Closing and the Company shall then advise the Purchaser in writing of the number
of shares of Common Stock that it intends to sell to the Purchaser at the
Closing. The amount equal to the number of shares to be sold by the Company at
the Closing multiplied by the Purchase Price shall be the "Aggregate Purchase
Price."

     1.2. Payment and Delivery. The Purchaser shall deliver the Aggregate
Purchase Price to the Company at the Closing by wire transfer of immediately
available funds pursuant to written instructions to be provided by the Company
at least two days prior to the Closing. Upon evidence of receipt of such funds,
the Company shall promptly deliver to the Purchaser a stock certificate
representing the number of shares of Common Stock purchased by Purchaser.

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     1.3. Closing. The consummation of the transfer and delivery of the Common
Stock to the Purchaser and the receipt of the Aggregate Purchase Price by the
Company will constitute the "Closing." Unless otherwise mutually agreed to by
the parties, the purchase and sale provided for in this Agreement shall take
place at the offices of the Company at 130 East Main Street, Ephrata,
Pennsylvania, at 10:00 a.m. (local time) on the later of (i) December 1, 1997,
or (ii) the date that is two business days following the termination of the
applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act
of 1976. Failure to consummate the purchase and sale provided for in this
Agreement on the date, time and at the place determined pursuant to this Section
1.3 will not result in the termination of this Agreement and will not relieve
any party of any obligation under this Agreement.


     2. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Purchaser as follows:

     2.1. Organization. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the Commonwealth of Pennsylvania
and has all requisite corporate power and authority to own and lease its
properties, to carry on its business as presently conducted and to perform the
transaction contemplated hereby.

     2.2. Authorization. All corporate action on the part of the Company and its
Board of Directors and shareholders necessary for the authorization, execution,
delivery and performance of the obligations of the Company under this Agreement,
including the authorization, issuance and sale of the Common Stock to the
Purchaser, has been taken. This Agreement constitutes the valid and legally
binding obligation of the Company enforceable against the Company in accordance
with its terms.

     2.3. Validity. The Common Stock, when issued, sold and delivered in
accordance with the terms of this Agreement, will be duly and validly issued,
fully paid and nonassessable.

     2.4. Capitalization. The authorized capital stock of the Company consists
of 30,000,000 shares of Common Stock, par value of $0.16 per share, and
20,000,000 shares of Preferred Stock, without par value. As of October 24, 1997,
there were 6,121,956 shares of Common Stock issued and outstanding. As of the
date hereof, other than this Agreement, there are no options, warrants, calls or
other commitments outstanding that obligate the Company to issue or sell any
shares of capital stock, other than pursuant to the Company's Dividend
Reinvestment Plan and Employee Stock Purchase Plan, and except that the Company
is obligated to issue certain warrants to purchase Common Stock to Boles Knop &
Company in consideration of their arranging certain equity and/or debt financing
for the Company.

     2.5. No Conflict. The execution, delivery and performance of this Agreement
will not result in a violation of or default under, or result in the imposition
of any lien pursuant to, (i) the Company's Articles of Incorporation or By-laws
as in effect prior to the transaction contemplated hereby, or (ii) any material
mortgage, indenture, agreement, instrument or contract to which the Company is a
party.


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     2.6. Accuracy of Public Information. All documents filed by the Company
with the Securities and Exchange Commission were true and correct in all
material respects as of the date thereof and, as of the date thereof, did not
omit to state any material fact required to be stated therein or necessary in
order to make the statements made therein not misleading.

     2.7. No Material Adverse Change. Since December 31, 1996, there has not
been any material adverse change in the business, properties, financial
condition or results of operation of the Company and its consolidated
subsidiaries, taken as a whole.


     3. Representations and Warranties of the Purchaser. The Purchaser hereby
represents and warrants to the Company as follows:

     3.1. Organization and Standing. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of Delaware and
has all requisite corporate power and authority to perform the transaction
contemplated hereby. The Purchaser was not organized for the purpose of
purchasing the Common Stock.

     3.2. Authorization, Execution and Delivery. All corporate action on the
part of the Purchaser and its Board of Directors and shareholders necessary for
the authorization, execution, delivery and performance of the obligations of the
Purchaser under this Agreement, has been taken. The Agreement constitutes a
valid and legally binding obligation of the Purchaser enforceable against the
Purchaser in accordance with its terms.

     3.3. Enforceability. The execution, delivery and performance of this
Agreement will not result in a violation of or default under, or result in the
imposition of any lien pursuant to (i) the Purchaser's Certificate of
Incorporation or By-laws as in effect immediately prior to the Closing, or (ii)
any material mortgage, indenture, agreement, instrument or contract to which the
Purchaser is a party.

     3.4. Securities Matters.

          3.4.1. The Purchaser understands that, upon issuance, the Common Stock
     will not be registered under the Securities Act of 1933, as amended (the
     "Securities Act"), or any applicable state securities laws in reliance on
     exemptions from the registration requirements therein, and that the
     Company's reliance on such exemptions is predicated on the Purchaser's
     representations set forth herein and otherwise in connection with the offer
     and sale of the Common Stock.

          3.4.2. The Common Stock is being acquired by the Purchaser for
     investment for its own account, not as a nominee or agent, and not with a
     view to the sale or distribution of all or any part thereof, and the
     Purchaser has no present intention of selling, granting participation in or
     otherwise distributing the same in violation of applicable securities laws.
     The Purchaser represents that it does not have any contract, undertaking,
     agreement or arrangement with any person to sell, transfer or grant
     participation to such person or to any third person, with respect to the
     Common Stock, in violation of applicable securities laws.


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          3.4.3. The Purchaser (i) has been afforded, prior to the execution of
     the Agreement, the opportunity to ask questions of, and to receive answers
     from, the Company's executive officers, and to obtain any additional
     information, to the extent the Company has such information or could have
     acquired it without unreasonable effort or expense, necessary to make an
     informed investment decision with respect to the purchase of the Common
     Stock, (ii) has not relied upon any representation, warranty or statement,
     other than those expressly set forth in this Agreement and the public
     documents filed by the company with the Securities and Exchange Commission,
     (iii) has such knowledge and experience in financial and business matters
     as to be capable of evaluating the merits, risks and suitability of its
     investment and can bear the economic risks of this investment, and (iv)
     acknowledges and understands that the Company has relied upon the
     representations made by the Purchaser in the Agreement and otherwise in
     connection with the offer and sale of the Common Stock, and (v) represents
     and warrants that Purchaser's representations herein are true, complete and
     accurate as of the date of this Agreement.

          3.4.4. The Purchaser understands that the Common Stock may not be
     sold, transferred or otherwise disposed of without registration of such
     Common Stock under the Securities Act and any applicable state securities
     laws, or the availability of exemptions from the registration provisions
     thereunder, and that in the absence of an effective registration statement
     covering the Common Stock or available exemptions from registration, the
     Common Stock must be held indefinitely.

          3.4.5. The Purchaser is aware that the Common Stock to be issued
     hereunder may not be sold pursuant to Rule 144 promulgated under the
     Securities Act unless all the conditions of that Rule are satisfied.

     3.5. Conditions. The obligation of each party hereto to consummate the
transactions contemplated hereby shall be subject to the following conditions:
(i) the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act") shall have expired or been terminated,
(ii) no action, suit or proceeding relating to the transaction contemplated
hereby shall be pending or threatened, and (iii) the representations and
warranties herein of the other party hereto shall be true and correct in all
material respects as of the Closing Date. (The Company and the Purchaser agree
to cooperate in the preparation of the required notifications under the HSR Act,
to file such notifications as promptly as reasonably practicable, and to use
their reasonable best efforts to obtain termination of the waiting period under
the HSR Act.)

     3.6. Transfer; Legends. The Common Stock acquired by the Purchaser pursuant
to this Agreement may not be sold, transferred or otherwise disposed of except
pursuant to an effective registration statement under the Securities Act and any
applicable state securities laws or pursuant to an opinion of counsel
satisfactory to the Company that such registration is not required. All
certificates evidencing the Common Stock acquired by the Purchaser pursuant to
this Agreement shall bear the following legend:

               These securities have not been registered under the Securities
               Act of 1933, as amended, or any state securities laws (the
               "Acts") and may not be sold, offered for sale, transferred or
               otherwise disposed 



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               of except pursuant to an effective registration statement as to
               the securities under the Acts or pursuant to an opinion of
               counsel satisfactory to the Company that such registration is not
               required.

     4. Confidentiality. All information provided by the Company to the
Purchaser in connection with this Agreement shall be subject to the existing
Confidentiality Agreement between the parties hereto.


     5. Standstill Agreement. For a period of one year from the date of this
Agreement, the Purchaser and its representatives shall not, directly or
indirectly, nor shall the Purchaser cause any person or entity controlled by it
to: (i) acquire, agree to acquire or make any offer or proposal to acquire,
directly or indirectly, by purchase, tender or exchange offer or otherwise, any
securities of the Company except by way of stock dividends or other
distributions made on a pro rata basis to all shareholders of the Company; (ii)
solicit proxies or consents or become a "participant" in a "solicitation" (as
such terms are defined in Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of proxies or consents with respect to
securities of the Company with regard to any matter; (iii) seek to advise,
encourage or influence any person with respect to the voting of any securities
of the Company, or induce, attempt to induce or in any manner assist any other
person in initiating any stockholder proposal or a tender or exchange offer for
securities of or any change of control of the Company, or for the purpose of
convening a stockholders' meeting of the Company; (iv) make any public
announcement or make any written or oral proposal or invitation to discuss any
possibility, intention, plan or arrangement, relating to a tender or exchange
offer for securities of the Company or a business combination (or other similar
transaction which would result in a change of control), sale of assets,
liquidation or other extraordinary corporate transaction between the Purchaser
or any of its affiliates and the Company or take any action which might require
the Purchaser to make a public announcement regarding any of the foregoing.

     6. Twenty Percent Ownership Limit. For accounting reasons, the Purchaser
currently desires that aggregate number of shares of Common Stock beneficially
owned by it be less than twenty percent (20%) of the aggregate number of shares
of Common Stock outstanding without its consent. If the Company intends to
repurchase shares of Common Stock and as a result of such repurchases the
Purchaser would beneficially own twenty percent (20%) or more of the shares of
Common Stock outstanding after such repurchases, then before effecting such
repurchases the Company shall first offer in writing to purchase shares of
Common Stock from the Purchaser at a price and on such other terms as the
Company intends to repurchase shares of Common Stock from third parties, such
that after all such repurchases from third parties, the aggregate number of
shares of Common Stock beneficially owned by the Purchaser is less than twenty
percent (20%) of the aggregate number of shares of Common Stock outstanding. If
the Purchaser does not accept such offer of the Company to purchase within ten
(10) business days after it is received by the Purchaser, then the Company shall
have the right to effect repurchases from third parties at the price and on such
other terms as were offered to the Purchaser.


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     7. Right of First Refusal. If the Purchaser proposes to sell, transfer or
otherwise convey (a "transfer") all or part of the Common Stock held by it, the
Purchaser shall notify the Company in writing of its intention, including the
number of shares to be sold, the identity of the proposed purchaser, the
proposed purchase price and the other terms of the sale. The Company shall
thereupon have the right to purchase all or part of the shares proposed in the
notice to be sold at the price and on the same terms as set forth in said
notice. If the Company decides to exercise its right of first refusal, it shall
deliver a written notice to such effect to the Purchaser within ten (10)
business days after receiving notice from the Purchaser. The Company shall
consummate such purchase not later than thirty (30) days after giving its notice
to the Purchaser. If the Company declines to exercise its right to purchase the
shares of Common Stock proposed to be sold by the Purchaser, the Purchaser may,
for a period of ninety (90) days, transfer such shares to the person, at the
price and on the other terms set forth in its notice to the Company; provided,
however, that it shall be a condition of the Purchaser's right to transfer such
shares (other than a transfer in a registered public offering in which the
transferee acquires beneficial ownership of less than 200,000 shares) that the
purchaser thereof agree to be bound by Sections 5 and 7 of this Agreement. All
certificates evidencing the Common Stock acquired by the Purchaser pursuant to
this Agreement shall bear the following legend:

               The sale, transfer or other disposition of the shares of Common
               Stock represented by this certificate is subject to the terms and
               conditions of a Stock Acquisition Agreement dated as of October
               __, 1997, by and between ___________ and __________, a copy of
               which is on file at the Company's registered office.

     8. Registration Rights. The parties agree that they shall be bound by the
registration rights provision attached hereto as Exhibit A.


     9. No Pre-Closing Acquisitions. The Company covenants and agrees that from
the date of this Agreement through the Closing, it shall not purchase nor shall
it permit any of its subsidiaries or employee benefit plans to purchase any
shares of Common Stock, except that the Company's Dividend Reinvestment Plan and
Employee Stock Purchase Plan may continue to purchase newly issued shares
directly from the Company but not in the open market.


     10. Termination. If the Closing has not occurred by March 31, 1997, this
Agreement shall terminate and be of no further force or effect, and neither
party shall have any liability to the other except for any damages suffered by a
party as a result of a breach of this Agreement by the other party.


     11. Miscellaneous.

     11.1. Governing Law. The Agreement shall be governed by and construed under
the laws of the Commonwealth of Pennsylvania without regard to any
jurisdiction's conflicts of laws provisions.


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     11.2. Entire Agreement. This Agreement constitutes the entire agreement of
the parties and no party shall be liable or bound to any other party in any
manner by any warranties, representations or covenants except as specifically
set forth herein. The terms of this Agreement shall inure to the benefit of and
be binding upon the respective successors and assigns of the parties except to
the extent assignability is limited herein.

     11.3. Assignability. Neither party shall assign, or otherwise transfer any
interest in this Agreement to any other person or entity without the prior
written consent of the other party.

     11.4. No Third-Party Beneficiaries. Nothing in the Agreement shall be
construed to give any person other than the parties hereto any legal or
equitable right, remedy or claim under this Agreement. The Agreement shall be
for the sole and exclusive benefit of the parties hereto.

     11.5. Counterparts; Facsimile. This Agreement may be executed in
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same agreement. Delivery of executed
signature pages by facsimile transmission will constitute effective and binding
execution and delivery.

     11.6. Titles and Subtitles. The titles and subtitles used in the Agreement
are used for convenience only and are not to be considered in construing or
interpreting the Agreement.

     11.7. No Presumption. There will be no presumption against any party on the
ground that such party was responsible for preparing this Agreement or any part
of it.

     11.8. Publicity. Except as otherwise required by law, neither the Company
nor the Purchaser shall issue a press release or make any other public
announcement regarding the transactions contemplated by this Agreement without
the consent of the other, which consent shall not be unreasonably withheld.

     12. Notices. Any notice required or permitted under this Agreement shall be
given in writing and shall be deemed effectively given upon (i) personal
delivery, (ii) facsimile transmission, with confirmed receipt, or (iii) delivery
by overnight courier, charges prepaid at the following addresses:



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         If to the Company at:

                  D & E Communications, Inc.
                  130 East Main Street
                  Ephrata, PA  17522
                  Attention:  Chief Executive Officer
                  Telephone:  (717) 738-8430
                  Telecopy:  (717) 733-7461

         If to the Purchaser:

                  Southwestern Investments, Inc.
                  Administration Offices
                  High Ridge Park
                  Stamford, CT  06905
                  Attention:  Chief Executive Officer
                  Telephone:  (203) 329-4612
                  Telecopy:  (203) 614-4651

     IN WITNESS WHEREOF, the parties have executed the Agreement as of November
3, 1997.

                      D & E COMMUNICATIONS, INC.


                      By:  s/  G. William Ruhl
                      Title:  Senior Vice President


                      SOUTHWESTERN INVESTMENTS, INC.


                      By: s/  Robert J. DeSantis
                      Title: Vice President, Treasurer & Chief Financial Officer



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                                    EXHIBIT A

                               Registration Rights


     1. In connection with your (for purposes of this Exhibit A, the terms "you"
and "your" shall refer to the Purchaser) purchase from D & E Communications,
Inc. ("D & E") of up to 1,300,000 shares of the Common Stock of D & E (the
"Registrable Securities"), D & E covenants and agrees to prepare and file with
the Securities and Exchange Commission (the "Securities Commission") a
registration statement covering all or such number of shares of the Registrable
Securities which you may designate, at a time within the consecutive ten-year
period commencing with the date hereof (the "Term") which, subject to the other
provisions hereof, is mutually agreeable to both of us, but in no event earlier
than 20 days or later than 60 days from the date of receipt by D & E of a
written demand from you requesting that a registration statement with respect to
all or a portion of the Registrable Securities (the "Offered Securities") be
filed with the Securities Commission under the Securities Act of 1933, as
amended (the "Securities Act"). D & E shall use its best efforts to cause such
registration statement to become effective to permit the sale of the Offered
Securities. You understand and agree that the Offered Securities may only be
registered at such time as you are prepared to sell such shares and that any
sale of the Offered Securities may only be effected through underwriters of
recognized standing.

     2. D & E shall furnish you such numbers of copies of a printed prospectus,
including a preliminary prospectus and any amendments or supplements thereto, in
conformity with the requirements of the Securities Act, and such other documents
as you may reasonably request in order to facilitate the sale of the Offered
Securities. D & E shall also register or qualify the Offered Securities covered
by such registration statement under such securities or blue sky laws of such
jurisdictions as you shall reasonably request. D & E shall keep effective and
maintain any such registration statement until you have sold or disposed of all
of the Offered Securities, but in no event for a period beyond six months from
the effective date of such registration statement, and from time to time during
such six-month period D & E shall amend or supplement the prospectus used in
connection therewith to the extent necessary in order to comply with Securities
Act, it being understood that on notice to you, D & E shall have the right to
suspend the sale of any offered Securities, with the further understanding that
in the event D & E so suspends such sale during said six-month period, the
period of such suspension shall be added onto the said six-month period at the
end thereof.

     3. D & E may include other shares of D & E's Common Stock or other of D &
E's securities in such registration statement filed pursuant to the
aforementioned demand. D & E shall be required to file only three registration
statements relating to the Registrable Securities.

     4. Nothing herein shall restrict D & E's ability to file any registration
statement or prospectus or prospectus supplement in respect of the offering and
sale of other shares of D & E's Common Stock or other of D & E's other
securities at any time or from time to time or to otherwise offer or sell any
other shares of D & E's Common Stock or other of D & E's other securities.


                             
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     5. Notwithstanding the foregoing, D & E shall have no obligation to prepare
and file such registration statement covering any of the Offered Securities, if
(a) at the time of the receipt of the demand, a registration statement covering
any of D & E's securities is (i) is expected to be filed by D & E within 60
days, (ii) is then in effect or (iii) became effective within the six-month
period immediately preceding such demand, or it is prohibited from so doing
pursuant to agreements with underwriters, or (b) promptly after receipt of such
demand, D & E furnishes to you (i) an opinion of its counsel to the effect that
such registration would require the disclosure of an event or information which
the Company does not then desire to disclose, and (ii) a certificate signed by
the President of the Company stating that in the reasonable, good faith judgment
of the Board of Directors disclosure of such event or information would have a
material adverse effect on the Company (the Company will advise you of the
nature of such event or information upon receipt of a signed confidentiality
agreement reasonably satisfactory to the Company); provided, that in such event,
D & E's obligation to prepare and file a registration statement shall be
deferred for not more than three (3) months.

     6. Additionally, if D & E at any time during the Term proposes to register
any of its securities under the Securities Act for sale to the general public,
on any form upon which the Offered Securities may be registered, D & E will at
each such time during the Term give prompt notice to you of its intention. Upon
your written request given within 30 days after D & E has given such notice, D &
E will cause each of the Offered Securities which you have requested be
registered under the Securities Act, to be included in such registration
statement, all to the extent requisite to permit the sale by you of the Offered
Securities so to be registered. If the securities to be so registered for sale
by D & E are to be distributed by or through a firm of underwriters of
recognized standing, then the Offered Securities to be registered shall be
included in such underwriting on the same terms as other securities of the same
class which are included in such underwriting, provided that if, in the written
opinion of the managing underwriter or underwriters, the total amount of such
securities to be so registered, when added to such Offered Securities, will
exceed the maximum amount of D & E's securities which can be marketed without
otherwise materially and adversely affecting the entire offering, then D & E
shall exclude from such underwriting (a) first, all securities, other than the
Offered Securities, being sold for the account of other than D & E, (b) next,
the number of Offered Securities, as is necessary in the opinion of the managing
underwriter to reduce the size of the offering, and (c) last, the number of
securities for the account of D & E which in the opinion of the managing
underwriter can or should be excluded.

     7. You agree that you are acquiring the Common Stock shares for investment
only and without any intention on your part to sell or otherwise distribute any
of such shares, that no transfer of said shares will be made without
registration under the Securities Act or an opinion of Counsel for you that such
transfer is pursuant to an exemption under the Securities Act and that the
certificates representing said shares shall be endorsed with the following
legend:

               These securities have not been registered under the Securities
               Act of 1933, as amended, or any state securities laws (the
               "Acts") and may not be sold, offered for sale, transferred or
               otherwise disposed 


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<PAGE>

               of except pursuant to an effective registration statement as to
               the securities under the Acts or pursuant to an opinion of
               counsel satisfactory to the Company that such registration is not
               required.

     8. The costs and expenses of the registration and qualification of Offered
Securities under the Securities Act and state securities acts and of all other
actions which D & E is required to take or effect pursuant to paragraph 1 of the
Agreement, shall be paid by you (including, without limitation, all registration
and filing fees, printing expenses, auditing costs and expenses, and the
reasonable fees and disbursements of counsel for D & E and your counsel). With
respect to such of the Registrable Securities which you desire to have
registered pursuant to paragraph 6 of this Agreement, such fees, expenses and
disbursements (other than your share of registration and filing fees and
underwriters commissions based on the number of shares requested by you, and
disbursements of your counsel and any extraordinary expenses, such as but not
limited to, expense of securing approval of regulatory authorities, all of which
shall be paid by you in full) shall be paid by D & E.

     9. You shall have the right to assign and transfer the registration rights
set forth in paragraphs 1 and 6 hereof to one person (the "Assignee"), but only
in connection with a single sale of all of the Registrable Securities (or such
of such shares that you have not heretofore sold pursuant to registrations under
said paragraphs) to a purchaser or purchasers who represent(s) to D & E that the
purchaser or purchasers (is)(are) acquiring the shares for investment only and
not with a view to the sale or other distribution thereof and an acknowledgment
and agreement that (i) any sale or transfer of the acquired shares may only be
effected pursuant to a registration under the Act or with an opinion of D & E's
counsel that such transfer is being made pursuant to an exemption under the Act,
(ii) that any sale or other transfer may only be made through underwriters of
recognized standing, (iii) that the legend referenced in paragraph 7 shall
remain on the certificates for the shares transferred by you to such person and
(iv) that all of the restrictions and limitations set forth in paragraphs 1
through 8 of this agreement shall apply with full force and effect and be
binding on the Assignee.

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