EXHIBIT 10.1
                                                                    ------------

                                VOTING AGREEMENT

     THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of
June 29, 2007, by and among South Central Connecticut Regional Water Authority,
a public corporation constituting a public instrumentality and a political
subdivision of the State of Connecticut ("Parent"); RWA21, Ltd., a Connecticut
corporation and a wholly-owned subsidiary of Parent ("Merger Sub"); each
undersigned stockholder (each, a "Stockholder") of BIW Limited, a Connecticut
corporation (the "Company"); and, solely for the purposes of Section 4.3 hereof,
the Company.

                                    RECITALS:

     A. Pursuant to an Agreement and Plan of Merger, dated as of even date
herewith, by and among Parent, Merger Sub and the Company (the "Merger
Agreement"), Parent has agreed to acquire the outstanding capital stock of the
Company pursuant to a statutory merger of Merger Sub with and into the Company
in which each outstanding share of the capital stock of the Company will be
converted into the right to receive the Merger Consideration.

     B. As a condition to the willingness of Parent and Merger Sub to enter into
the Merger Agreement and as an inducement and in consideration therefor, each
Stockholder has agreed to enter into this Agreement.

     C. Each Stockholder is the record and legal owner of that number of shares
of common stock, no par value ("Common Stock"), of the Company set forth
opposite such Stockholder's name on Exhibit A hereto (the "Shares") (such
Shares, together with any New Shares (as defined in Section 1.2), being referred
to herein as the "Subject Shares").

     D. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Merger Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the
parties hereby agree as follows:

1. AGREEMENT TO RETAIN SUBJECT SHARES.

     1.1. Prior to the Expiration Date (as defined below), each Stockholder
          agrees not to: (a) transfer, assign, sell, gift-over, pledge or
          otherwise dispose of, or consent to any of the foregoing, any or all
          of the Subject Shares or any right or interest therein ("Transfer")
          other than a Transfer to a Permitted Transferee (as defined below);
          (b) enter into any contract, option or other agreement, arrangement or
          understanding with respect to any Transfer (other than with respect to
          a Transfer to a Permitted Transferee); (c) grant any proxy,
          power-of-attorney or other authorization or consent with respect to
          any of the Subject Shares (other than the proxy contemplated in
          Section 3 herein); or (d) deposit any of the Subject Shares into a
          voting trust, or enter into a voting agreement or arrangement with
          respect to any of the Subject Shares. As used herein, (y) the term
          "Expiration Date" shall

<PAGE>

          mean the earlier to occur of (i) the Effective Time, or (ii)
          termination of the Merger Agreement in accordance with the terms
          thereof; and (z) the term "Permitted Transferee" shall mean, with
          respect to a Stockholder, any "Family Member" (as defined in Rule 701
          under the Securities Act of 1933, replacing the phrase "the employee"
          with the phrase "the Stockholder" in such definition) that has entered
          into a Joinder Agreement in substantially the form attached hereto as
          Exhibit B.

     1.2. "New Shares" means: (a) any shares of capital stock or voting
          securities of the Company that a Stockholder purchases or with respect
          to which such Stockholder otherwise acquires beneficial ownership
          (whether through the exercise of any options, warrants or other rights
          to purchase shares of Common Stock or otherwise) after the date of
          this Agreement and prior to the Expiration Date; and (b) any shares of
          capital stock or voting securities of the Company that a Stockholder
          becomes the beneficial owner of as a result of any change in Common
          Stock by reason of a stock dividend, stock split, split-up,
          recapitalization, reorganization, business combination, consolidation,
          exchange of shares, or any similar transaction or other change in the
          capital structure of the Company affecting the Common Stock.

2. AGREEMENT TO VOTE SUBJECT SHARES AND TAKE CERTAIN OTHER ACTION.

     2.1. Between the date of this Agreement and the Expiration Date, at every
          meeting of the stockholders of the Company, however called, or in
          connection with any written consent of the stockholders of the Company
          at which any of the following matters is considered or voted upon, and
          at every adjournment or postponement thereof, each Stockholder shall
          vote or cause to be voted his/her Subject Shares:

          (a)  in favor of the Merger, the adoption of the Merger Agreement and
               the transactions contemplated thereby;

          (b)  against approval of any proposal made in opposition to or
               competition with consummation of the Merger;

          (c)  against any Acquisition Proposal from any party other than Parent
               or an Affiliate of Parent;

          (d)  against any extraordinary corporate transaction (other than the
               Merger), such as a merger, consolidation, business combination,
               tender or exchange offer, reorganization, recapitalization, sale,
               lease or transfer of a material amount of the assets or
               securities of the Company (other than in connection with the
               transactions contemplated by the Merger Agreement (including
               without limitation the sale or transfer of the Excluded Assets));

          (e)  against any proposal or action which could reasonably be expected
               to, impede, frustrate, prevent, prohibit, delay or discourage any
               of the transactions contemplated by the Merger Agreement;

                                        2
<PAGE>

          (f)  against any amendment of the Certificate of Incorporation or
               By-laws of the Company, which has the effect of or which could
               reasonably be expected to impede, frustrate, prevent, prohibit,
               delay or discourage any of the transactions contemplated by the
               Merger Agreement; and

          (g)  against any dissolution, liquidation or winding up of the
               Company.

     2.2. Between the date of this Agreement and the Expiration Date, each
          Stockholder, as the holder of the Subject Shares set forth opposite
          his/her name on Exhibit A hereto, shall be present, in person or by
          proxy, at all meetings of stockholders of the Company at which the
          matters referred to in Section 2.1 are to be voted upon so that all
          Subject Shares are counted for the purposes of determining the
          presence of a quorum at such meetings.

     2.3. Between the date of this Agreement and the Expiration Date, each
          Stockholder agrees not to, and will not permit any entity under such
          Stockholder's control (other than the Company) to, (a) solicit proxies
          or become a "participant" in a "solicitation" (as such terms are
          defined in Rule 14A under the Exchange Act) with respect to an
          Opposing Proposal (as defined below) or (b) initiate a stockholders'
          vote with respect to an Opposing Proposal or (c) become a member of a
          "group" (as such term is used in Section 13(d) of the Exchange Act)
          with respect to any voting securities of the Company with respect to
          an Opposing Proposal. For purposes of this Agreement, the term
          "Opposing Proposal" means any of the actions or proposals described in
          clauses (b) through (g) of Section 2.1. For purposes of this
          Agreement, the term "Representative" means each agent and
          representative (including without limitation any investment banker,
          financial advisor, attorney, accountant or other representative
          retained by or acting on behalf of any Stockholder).

     2.4. Nothing in this Agreement shall limit or restrict any Stockholder from
          (a) taking any action in such Stockholder's capacity as a director of
          the Company, to the extent applicable, or (b) voting, in such
          Stockholder's sole discretion, on any matter other than the matters
          referred to in Section 2.1 of this Agreement.

3. GRANT OF IRREVOCABLE PROXY COUPLED WITH AN INTEREST.

     3.1. Each Stockholder, to the extent any other proxy in respect of any
          Subject Shares prevents such Stockholder from voting in accordance
          with Section 2.1, hereby revokes any such proxy and agrees that during
          the period commencing on the date hereof and ending on the Expiration
          Date, such Stockholder hereby irrevocably appoints Parent, Merger Sub
          or any individual designated by Parent or Merger Sub as such
          Stockholder's agent, attorney-in-fact and proxy (with full power of
          substitution), for and in the name, place and stead of such
          Stockholder, to vote (or cause to be voted) the Subject Shares held of
          record by such Stockholder, in the manner set forth in Section 2.1, at
          any meeting of the stockholders of the Company, however called, or in
          connection with any written consent of the stockholders of the
          Company. Parent may terminate this proxy with respect to

                                        3
<PAGE>

          any Stockholder at any time at its sole election by written notice
          provided to such Stockholder.

     3.2. Each Stockholder acknowledges that the proxy set forth in this Section
          3 is irrevocable until the Expiration Date, is coupled with an
          interest, and is granted in consideration of Parent and Merger Sub
          entering into the Merger Agreement. Each Stockholder will take such
          further action or execute such other instruments as may be necessary
          to effectuate the intent of this proxy and/or this Agreement. The
          proxy granted herein is intended to comply with the requirements of
          Section 33-706 of the CBCA applicable to irrevocable proxies.

     3.3. The vote of the proxyholder shall control in any conflict between the
          vote by the proxyholder of Stockholder's Subject Shares and a vote by
          Stockholder of Stockholder's Subject Shares.

4.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF STOCKHOLDER. Each Stockholder,
     severally and not jointly, hereby represents, warrants and covenants to
     Parent as follows:

     4.1. (a) Such Stockholder is the record owner of the Subject Shares; (b)
          the Subject Shares set forth opposite his/her name on Exhibit A hereto
          constitute such Stockholder's entire interest in the outstanding
          capital stock and voting securities of the Company as of the date
          hereof; (c) the Subject Shares are, and will be, at all times up until
          the Expiration Date, free and clear of any liens, claims, options,
          charges, security interests, proxies, voting trusts, agreements,
          rights, understandings, arrangements, or other encumbrances (each, an
          "Interest"), which Interest would prevent such Stockholder from voting
          in accordance with Section 2.1 of this Agreement; (d) such Stockholder
          has voting power and the power of disposition with respect to all of
          the Subject Shares set forth opposite his/her name on Exhibit A hereto
          outstanding on the date hereof, and will have voting power and power
          of disposition with respect to all of the Subject Shares acquired by
          such Stockholder after the date hereof; and (e) such Stockholder's
          principal residence or place of business is accurately set forth on
          Exhibit A hereto.

     4.2. Such Stockholder has full power and legal capacity to execute and
          deliver this Agreement and to comply with and perform such
          Stockholder's obligations hereunder. This Agreement has been duly and
          validly executed and delivered by such Stockholder and constitutes the
          valid and binding obligation of such Stockholder, enforceable against
          such Stockholder in accordance with its terms. The execution and
          delivery of this Agreement by such Stockholder does not, and the
          performance of Stockholder's obligations hereunder will not result in
          any breach of or constitute a default (or an event that with notice or
          lapse of time or both would become a default) under, or give to others
          any right to terminate, amend, accelerate or cancel any right or
          obligation under, or result in the creation of any lien or encumbrance
          on any Subject Shares pursuant to, any note, bond, mortgage,
          indenture, contract, agreement, lease, license, permit, franchise or
          other instrument or obligation to which Stockholder is a party or by
          which Stockholder or the Subject Shares are or will be bound or
          affected.

                                        4
<PAGE>

     4.3. Each Stockholder hereby unconditionally and irrevocably instructs the
          Company not to and the Company shall not, other than with respect to
          any Transfer to a Permitted Transferee, (a) permit the Transfer of, or
          any grant of authority to vote with respect to, his/her Subject
          Shares, in violation of this Agreement on its books and records by
          such Stockholder, (b) issue a new certificate representing any such
          Subject Shares or (c) record such vote unless and until such
          Stockholder shall have complied with the terms of this Agreement.

     4.4. Each Stockholder shall, and shall cause each of his/her
          Representatives (each, a "Stockholder Representative") to, immediately
          cease any discussions or negotiations with any other parties conducted
          heretofore (other than Parent and its Affiliates) with respect to any
          Acquisition Proposal. Each Stockholder shall not, nor shall it permit
          his/her Stockholder Representatives to, directly or indirectly through
          another person, (i) solicit, initiate or encourage (including by way
          of furnishing non-public information), or take any other action to
          facilitate, any inquiries or the making of any proposal that
          constitutes an Acquisition Proposal or (ii) solicit, initiate,
          encourage, facilitate or otherwise participate in any discussions or
          negotiations regarding, or otherwise cooperate in any way with, any
          Acquisition Proposal. Notwithstanding the foregoing, the Stockholder
          shall not be deemed to have acted in violation of the provisions of
          this Section 4.4 if (i) it shall respond to an unsolicited Acquisition
          Proposal by doing nothing more than providing the party making such
          unsolicited Acquisition Proposal (the "Interested Acquiror") copies of
          the Merger Agreement prior to the time that the Merger Agreement is
          publicly filed with the SEC, or (ii) in response to a specific request
          made by an Interested Acquiror, the Company's legal counsel engages in
          non-substantive discussions with the Interested Acquiror for the sole
          purpose of clarifying the procedural requirements set forth in
          Sections [5.4, 7.1, and 7.2] of the Merger Agreement to be followed by
          the Interested Acquiror, the Company, and the Company's Board of
          Directors as a condition precedent to consummation by such Interested
          Acquiror of a Acquisition Proposal; PROVIDED, HOWEVER, that the
          Stockholder shall provide Parent as promptly as reasonably practicable
          (and, in any event, within 24 hours) with oral and written notice of
          any actions taken pursuant to this sentence. For the avoidance of
          doubt, any action taken by a Stockholder in such Stockholder's
          capacity as a director of the Company shall not be deemed to be a
          violation of this Section 4.4.

     4.5. Each Stockholder hereby agrees to notify Parent as promptly as
          practicable (an in any event within 24 hours after receipt) in writing
          of (i) the number of New Shares which the Stockholder acquires on or
          after the date hereof, and (ii) any inquiries or proposals which are
          received by, any information which is requested from, or any
          negotiations or discussions which are sought to be initiated or
          continued with, the Stockholder or any of its Representatives with
          respect to any Acquisition Proposal or any other matter referred to in
          Section 4.4 above (including the material terms thereof and the
          identity of such person(s) making such inquiry or proposal, requesting
          such information or seeking to initiate or continue such negotiations
          or discussions, as the case may be). Each Stockholder

                                        5
<PAGE>

          will keep Parent informed on a reasonably current basis of material
          developments with respect to such Acquisition Proposal.

5.   TERMINATION. This Agreement and the proxy granted pursuant to Section 3
     hereof and all obligations of each Stockholder hereunder and thereunder
     shall terminate and shall have no further force or effect as of the
     Expiration Date.

6.   SEVERABILITY. If any term or other provision of this Agreement is invalid,
     illegal or incapable of being enforced under applicable Laws, all other
     conditions and provisions of this Agreement shall nevertheless remain in
     full force and effect so long as the economic or legal substance of the
     transactions contemplated hereby is not affected in any manner materially
     adverse to any party. Upon such determination that any term or other
     provision is invalid, illegal or incapable of being enforced, this
     Agreement shall automatically be deemed to be modified so as to effect the
     original intent of the parties as closely as possible in order that the
     transactions contemplated hereby be consummated as originally contemplated
     to the greatest extent possible.

7.   BINDING EFFECT AND ASSIGNMENT. Neither this Agreement nor any of the
     rights, interests or obligations hereunder shall be assigned, in whole or
     in part, by operation of law or otherwise by any of the parties without the
     written consent of the other parties, except that Merger Sub may assign, in
     its sole discretion, any of or all its rights, interests and obligations
     under this Agreement to Parent or to any direct or indirect wholly owned
     Subsidiary of Parent, provided that no such assignment shall relieve Merger
     Sub of any of its obligations hereunder. Subject to the preceding sentence,
     this Agreement will be binding upon, inure to the benefit of, and be
     enforceable by, the parties and their respective successors and assigns.
     Any assignment in violation of the preceding sentence shall be void.

8.   AMENDMENT AND MODIFICATION. This Agreement may not be amended except by an
     instrument in writing signed by each of the Parent, the Merger Sub, the
     Company and the Stockholders holding a majority of the aggregate number of
     Subject Shares.

9.   SPECIFIC PERFORMANCE; INJUNCTIVE RELIEF. The parties hereto acknowledge
     that Parent will be irreparably harmed and that there will be no adequate
     remedy at law for a violation of any of the covenants or agreements of each
     Stockholder set forth herein. Therefore, it is agreed that, in addition to
     any other remedies that may be available to Parent upon any such violation,
     Parent shall have the right to enforce such covenants and agreements by
     specific performance, injunctive relief or by any other means available to
     Parent at law or in equity and each such Stockholder hereby waives any and
     all defenses which could exist in his/her favor in connection with such
     enforcement and waives any requirement for the security or posting of any
     bond in connection with such enforcement.

10.  NOTICES. All notices, requests, claims, demands, waivers and other
     communications hereunder shall be in writing and shall be deemed given if
     delivered personally, or sent by overnight courier (providing proof of
     delivery) or transmitted by facsimile to the parties at the following
     addresses (or at such other address for a party as shall be specified by
     like notice):

                                        6
<PAGE>

                        If to Parent or Merger Sub, to:

                        South Central Connecticut Regional Water Authority
                        90 Sargent Drive
                        New Haven, CT  06511-5966
                        Attention:  David Silverstone, President
                        Facsimile No.:  (203) 624-6129

                        with a copy to (which shall not constitute notice):

                        Murtha Cullina LLP
                        CityPlace I
                        185 Asylum Street
                        Hartford, CT  06103
                        Attention:  Paul R. McCary, Esq.
                        Facsimile No.:  860-240-6150

                        If to the Company, to:
                        BIW Limited
                        230 Beaver Street
                        Ansonia, CT  06401-0426
                        Attention:  John S. Tomac, President
                        Facsimile No.:  203-732-2616

                        with a copy to (which shall not constitute notice):

                        Wiggin and Dana LLP
                        400 Atlantic Street
                        Stamford, CT  06911
                        Attention:  William A. Perrone, Esq.
                        Facsimile No.:   203-363-7676

     If to a Stockholder, to the facsimile listed under such Stockholder's name
on the signature page hereto.

11.  EXPENSES. Each party hereto shall pay its, his or her own expenses incurred
     in connection with this Agreement.

12.  GOVERNING LAW. This Agreement shall be governed by, and construed in
     accordance with, the Laws of the State of Connecticut, regardless of the
     Laws that might otherwise govern under applicable principles of conflict of
     laws thereof.

13.  SUBMISSION TO JURISDICTION. Each party hereby irrevocably and
     unconditionally agrees that any action, suit or proceeding, at law or
     equity, arising out of or relating to this Agreement or any agreements or
     transactions contemplated hereby shall only be brought in any federal court
     of the State of Connecticut or the Superior Court of the State of
     Connecticut, and hereby irrevocably and unconditionally expressly submits
     to the

                                        7
<PAGE>

     personal jurisdiction and venue of such courts for the purposes thereof and
     hereby irrevocably and unconditionally waives (by way of motion, as a
     defense or otherwise) any and all jurisdictional, venue and convenience
     objections or defenses that such party may have in such action, suit or
     proceeding. Each party hereby irrevocably and unconditionally consents to
     the service of process of any of the aforementioned courts, in the manner
     provided for notice in Section 10 or otherwise. Nothing herein contained
     shall be deemed to affect the right of any party to serve process in any
     manner permitted by law or commence legal proceedings or otherwise proceed
     against any other party in any other jurisdiction to enforce judgments
     obtained in any action, suit or proceeding brought pursuant to this Section
     13.

14.  NO WAIVER. The failure of any party hereto to exercise any right, power or
     remedy provided under this Agreement or otherwise available in respect
     hereof at law or in equity, or to insist upon compliance by any other party
     hereto with their obligations hereunder, and any custom or practice of the
     parties at variance with the terms hereof, shall not constitute a waiver by
     such party of their right to exercise any such or other right, power or
     remedy or to demand such compliance.

15.  ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Agreement (a)
     constitutes the entire agreement, and supersedes all prior agreements and
     understandings, both written and oral, among the parties with respect to
     the subject matter of this Agreement and (b) is not intended to confer upon
     any Person other than the parties any rights or remedies.

16.  COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed in one
     or more counterparts, all of which shall be considered one and the same
     agreement and shall become effective when one or more counterparts have
     been signed by each of the parties and delivered to the other parties.
     Signatures on this Agreement and certain other documents to be delivered in
     connection with this Agreement may be delivered by facsimile in lieu of an
     original signature, and Parent, Merger Sub, each of the Stockholders and
     the Company agrees to treat such signatures as original signatures and
     shall be bound thereby.

17.  EFFECT OF HEADINGS. The section headings herein are for convenience only
     and shall not affect the construction or interpretation of this Agreement.

18.  SEVERAL LIABILITIES. The representations, warranties, covenants and
     agreements of each Stockholder are made and given severally only, and not
     jointly and severally, and no Stockholder shall have any liability to
     Parent, Merger Sub, the Company or any other person for any breach of this
     Agreement by any other Stockholder party hereto.

                            [SIGNATURE PAGE FOLLOWS]

                                        8
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered as of the date first above written.


PARENT                                      STOCKHOLDERS:


By:  /S/ DAVID SILVERSTONE                  /S/ MARY JANE BURT
     ---------------------------            --------------------------
     Name:  David Silverstone               Mary Jane Burt
     Title:  President and CEO              Facsimile No: ____________


                                            /S/ JAMES E. COHEN
                                            --------------------------
MERGER SUB                                  James E. Cohen
                                            Facsimile No: ____________


By:  /S/ DAVID SILVERSTONE                  /S/ BETSY HENLEY-COHN
     ---------------------------            --------------------------
     Name:  David Silverstone               Betsy Henley-Cohn
     Title:  President and CEO              Facsimile No: ____________


                                            /S/ JURI HENLEY-COHN
                                            --------------------------
COMPANY                                     Juri Henley-Cohn
                                            Facsimile No: ____________


By:  /S/ BETSY HENLEY-COHN                  /S/ ALVARO DA SILVA
     ---------------------------            --------------------------
     Name:  Betsy Henley-Cohn               Alvaro da Silva
     Title:  Chairwoman and CEO             Facsimile No: ____________


                                            /S/ THEMIS KLARIDES
                                            --------------------------
                                            Themis Klarides
                                            Facsimile No: ____________


                                            /S/ B. LANCE SAUERTAIG
                                            --------------------------
                                            B. Lance Sauertaig
                                            Facsimile No: ____________


                                            /S/ KENNETH E. SCHAIBLE
                                            --------------------------
                                            Kenneth E. Schaible
                                            Facsimile No: ____________


                                            /S/ JOHN S. TOMAC
                                            --------------------------
                                            John S. Tomac
                                            Facsimile No: ____________


                      [SIGNATURE PAGE TO VOTING AGREEMENT]

                                        9
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                                                                       EXHIBIT A
                                                                       ---------


                             STOCKHOLDER INFORMATION

   STOCKHOLDER               EXISTING SHARES               ADDRESS
   -----------               ---------------               -------

Mary Jane Burt                     9,726             70 Gillies Road
                                                     Hamden, CT 06517-2116

James E. Cohen                    80,296             315 St. Ronan St., Unit 1
                                                     New Haven, CT 06511

Betsey Henley-Cohn *             169,296             84 Johnson Point Road
                                                     Branford, CT 06405

Juri Henley-Cohn *                21,074             23 East 74th Street, Apt 8E
                                                     New York, NY 10021

Alvaro da Silva **                 5,315             1 Brae-Loch Way
                                                     Shelton, CT 06484

Themis Klarides                      200             23 East Court
                                                     Derby, CT  06418

B. Lance Sauertaig                 2,900             130 Edgehill Road
                                                     New Haven, CT 06511

Kenneth E. Schaible                9,460             28 Nature Lane
                                                     Shelton, CT  06484

John S. Tomac                     11,215             175 Twin Oaks Terrace
                                                     Stratford, CT 06614

     Total

* 28,700 shares are held by Juri Henley-Cohn and Betsy Henley-Cohn as
co-trustees for a certain trust, the beneficiary of which is Jesse Henley-Cohn.
For the purposes of this chart, all such shares have been allocated to Betsy
Henly-Cohn.

** 2,000 shares are held by Mr. da Silva jointly with his wife.

                                       A-1
<PAGE>
                                                                       EXHIBIT B
                                                                       ---------


                            FORM OF JOINDER AGREEMENT


     The undersigned hereby agrees, effective as of the date hereof, to become a
party to that certain Voting Agreement dated as of June [__], 2007, by and among
________________, ____________, the "Stockholders" named therein and
____________ (the "Agreement") and for all purposes of the Agreement, the
undersigned shall be included within the term "Stockholder" (as defined in the
Agreement). The address and facsimile number to which notices may be sent to the
undersigned is as follows:

Facsimile No.____________________.



                                               [NAME OF UNDERSIGNED]



                                               Date:
                                                     ----------------------














                                       B-1