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                                                                    EXHIBIT 4.16

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                             BOND PURCHASE AGREEMENT

                                      among

                       CONNECTICUT DEVELOPMENT AUTHORITY,

                          THE CONNECTICUT WATER COMPANY

                                       and

                            A.G. EDWARDS & SONS, INC.

                             Dated October 10, 2003

                                   $8,000,000
                        Connecticut Development Authority
                    Water Facilities Revenue Refunding Bonds
             (The Connecticut Water Company Project - 2003A Series)

                                   $14,930,000
                        Connecticut Development Authority
                    Water Facilities Revenue Refunding Bonds
             (The Connecticut Water Company Project - 2003C Series)

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                             BOND PURCHASE AGREEMENT

         AGREEMENT, dated October 10, 2003, among the Connecticut Development
Authority (the "Authority"), The Connecticut Water Company (the "Borrower") and
A.G. Edwards & Sons, Inc. (the "Underwriter"), with respect to the sale and
purchase of the Authority's $8,000,000 Water Facilities Revenue Refunding Bonds
(The Connecticut Water Company Project - 2003A Series) (the "Series 2003A
Bonds") and the Authority's $14,930,000 Water Facilities Revenue Refunding Bonds
(The Connecticut Water Company Project - 2003C Series) (the "Series 2003C
Bonds"; and, together with the Series 2003A Bonds, the "Bonds") on the terms and
subject to the conditions herein set forth:

         1.       The Borrower has previously filed with the Authority its
application for the issuance of the Bonds by the Authority, and the Authority
has authorized the Bonds by a resolution duly adopted June 18, 2003 (the
"Resolution"). The Bonds will be special obligations of the Authority payable
solely out of the revenues or other receipts, funds or moneys pledged therefor,
and from any amounts otherwise available to the Trustee for the payment thereof
under the indentures referred to below. The proceeds of the sale of the Series
2003A Bonds will be used to refund the Authority's Water Facilities Revenue
Bonds (The Connecticut Water Company Project - 1993 Series) (the "Series 1993
Prior Obligations"), the proceeds of which were used to refund tax exempt debt
previously issued by the Authority in 1983, the proceeds of which were loaned to
the Borrower for use in the acquisition, construction and installation of
certain additions to the water system of the Borrower located in certain
municipalities within the State (the "Series 2003A Project"). The proceeds of
the sale of the Series 2003C Bonds will be used to refund the Authority's Water
Facilities Revenue Bonds (The Connecticut Water Company Project - 1992 Series)
(the "Series 1992 Prior Obligations"; and, together with the Series 1993 Prior
Obligations, the "Prior Obligations"), the proceeds of which were used to refund
tax exempt debt previously issued by the Authority in 1987, the proceeds of
which were loaned to the Borrower for use in the acquisition, construction and
installation of certain additions to the water system of the Borrower located in
certain municipalities within the State (the "Series 2003C Project"; and,
together with the Series 2003A Project and the Series 2003B Project, the
"Project"). All such projects are to be used for water facilities purposes, all
as more particularly described in the Loan Agreements (the "Agreements"), each
dated as of October 1, 2003 and by and between the Authority and the Borrower.
Pursuant to the Agreements, the Borrower will execute and deliver to the
Authority the Borrower's notes (the "Notes") to evidence its indebtedness
thereunder. Payments on the Notes shall be applied to the amounts due on the
Bonds.

         The Series 2003A Bonds shall be in all respects as described in, and
shall be issued under and pursuant to, an Indenture of Trust (the "Series 2003A
Indenture"), dated as of October 1, 2003, between the Authority and U.S. Bank
National Association, as trustee (the "Trustee"). The Series 2003C Bonds shall
be in all respects as described in, and shall be issued under and pursuant to,
an Indenture of Trust (the "Series 2003C Indenture"; and, together with the
Series 2003A Indenture, the "Indentures"), dated as of October 1, 2003, between
the Authority and the Trustee. In connection with the execution and delivery of
the Indentures, the Authority and the Trustee will execute and deliver a Letter
of Representation (the "Letter of Representation") to The Depository Trust
Company ("DTC"). In order to assure the exclusion of interest on the Bonds from
gross income for purposes of federal income taxation, the Borrower, the
Authority

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and the Trustee will enter into Tax Regulatory Agreements relating to each
series of Bonds, each dated as of the date of issuance of the Bonds (the "Tax
Regulatory Agreements").

         The Agreements, the Tax Regulatory Agreements and the Indentures shall
be in substantially the forms approved by the Authority in connection with the
authorization of the Bonds.

         In this Bond Purchase Agreement, the term "Financing Documents", (1)
when used with respect to the Borrower, means the Agreements, the Notes, the Tax
Regulatory Agreements, the Disclosure Agreement and the general certificate of
the Borrower delivered in connection with the issuance of the Bonds and (2) when
used with respect to the Authority, means any of the foregoing documents and
agreements referred to in (1) above to which the Authority is a direct party.
The Financing Documents when such term is used with respect to the Borrower, do
not include any documents or agreements to which the Borrower is not a direct
party, including the Bonds, the Indentures or the Letter of Representation.

         2.       Subject to the terms and conditions and upon the basis of the
representations hereinafter set forth, the Authority hereby agrees to sell the
Series 2003A Bonds to the Underwriter and the Underwriter hereby agrees to
purchase the Series 2003A Bonds from the Authority at the purchase price of
$8,000,000.00, plus accrued interest from October 1, 2003. The Series 2003A
Bonds shall be dated October 1, 2003, shall mature on December 15, 2020 and
shall bear interest at a rate of 4.40% per annum, payable on June 15 and
December 15, in each year commencing December 15, 2003. It will be a condition
to the Authority's obligation to sell the Series 2003A Bonds to the Underwriter
and the obligation of the Underwriter to purchase the Series 2003A Bonds that
all Series 2003A Bonds be sold and delivered by the Authority and paid for by
the Underwriter on the Closing Date, as hereinafter defined.

         3.       [Reserved].

         4.       Subject to the terms and conditions and upon the basis of the
representations hereinafter set forth, the Authority hereby agree to sell the
Series 2003C Bonds to the Underwriter and the Underwriter hereby agrees to
purchase the Series 2003C Bonds from the Authority at the purchase price of
$14,930,000.00, plus accrued interest from October 1, 2003. The Series 2003C
Bonds shall be dated October 1, 2003, shall mature on September 1, 2022 and
shall bear interest at a rate of 5.00% per annum, payable on March 1 and
September 1, in each year commencing March 1, 2004. It will be a condition to
the Authority's obligation to sell the Series 2003C Bonds to the Underwriter and
the obligation of the Underwriter to purchase the Series 2003C Bonds that all
Series 2003C Bonds be sold and delivered by the Authority and paid for by the
Underwriter on the Closing Date, as hereinafter defined.

         5.       The date of delivery and payment for the Bonds (the "Closing
Date") will be October 30, 2003 unless not later than the fifth day preceding
such date the Borrower and the Underwriter agree that the Closing Date will be a
specified date not later than the thirtieth day subsequent to such date, in
which event the Closing Date will be the date so specified. The Bonds shall be
available for inspection and packaging at least twenty-four hours before the
Closing Date.

         The Authority will authorize the Trustee to authenticate and deliver
the Bonds to the Underwriter through the facilities of DTC, 55 Water Street, New
York, New York, utilizing the

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FAST System pursuant to which the Trustee will take custody of the Bonds as
agent for DTC, at approximately 11:00 A.M., New York City time on the Closing
Date, in typewritten form, bearing CUSIP numbers, duly executed and
authenticated, registered in the name of Cede & Co., as nominee for DTC, against
payment therefor by wire transfer or other manner payable in immediately
available funds to the Trustee for the account of the Authority. The payment for
the Bonds to the Authority and the delivery thereof to the Underwriter shall be
made at the offices of Murtha Cullina LLP, City Place I, 185 Asylum Street,
Hartford, Connecticut. The Bonds will be delivered in the form and denominations
and shall be otherwise as described in the Indenture.

         6.       The Authority hereby represents and warrants that:

         (a)      It is a body corporate and politic constituting a public
instrumentality and political subdivision of the State of Connecticut duly
organized and existing under the laws of the State of Connecticut, particularly
the State Commerce Act, constituting Connecticut General Statutes, Sections
32-la through 32-23yy, as amended (the "Act"). The Authority is authorized to
issue the Bonds in accordance with the Act and to lend the proceeds thereof to
the Borrower to refund the Prior Obligations of the Authority thereby
refinancing the improvements described in the Indenture.

         (b)      The Authority has complied with the provisions of the Act and
has full power and authority pursuant to the Act to consummate all transactions
contemplated by this Bond Purchase Agreement, the Bonds, the Resolution, the
Indentures and the Financing Documents, and to issue, sell and deliver the Bonds
to the Underwriter as provided herein.

         (c)      By resolution duly adopted by the Authority and still in full
force and effect, the Authority has authorized the execution, delivery and due
performance of this Bond Purchase Agreement, the Bonds, the Indentures and the
Financing Documents, and the taking of any and all action as may be required on
the part of the Authority to carry out, give effect to and consummate the
transactions contemplated by this Bond Purchase Agreement, and all approvals
necessary in connection with the foregoing have been received, except the State
Treasurer's approval.

         (d)      When delivered to and paid for by the Underwriter in
accordance with the terms of this Bond Purchase Agreement, the Bonds will have
been duly authorized, executed, authenticated, issued and delivered and will
constitute valid and binding special obligations of the Authority payable solely
from revenues or other receipts, funds or moneys pledged therefor under the
respective Indentures and from any amounts otherwise available therefor under
the Indentures, and will be entitled to the benefit of the Indentures. Neither
the State nor any municipality thereof will be obligated to pay the Bonds or the
interest thereon. Neither the faith and credit nor the taxing power of the State
nor any municipality thereof is pledged for the payment of the principal, and
premium, if any, of and interest on the Bonds.

         (e)      The execution and delivery of this Bond Purchase Agreement,
the Bonds, the Indentures and the Financing Documents, and compliance with the
provisions thereof, will not conflict with or constitute on the part of the
Authority a violation of, breach of or default under its by-laws or any statute,
indenture, mortgage, deed of trust, note agreement or other agreement or
instrument to which the Authority is a party or by which the Authority is bound,
or, to the knowledge of the Authority, any order, rule or regulation of any
court or governmental agency or

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body having jurisdiction over the Authority or any of its activities or
properties, and all consents, approvals, authorizations and orders of
governmental or regulatory authorities which are required for the consummation
by the Authority of the transactions contemplated thereby have been obtained,
except the State Treasurer's approval.

         (f)      Subject to the provisions of the Agreements and the
Indentures, the Authority will apply the proceeds from the sale of the Bonds to
the purposes specified in the respective Indentures and the Financing Documents.

         (g)      To the best knowledge of the Authority, there is no action,
suit, proceeding or investigation at law or in equity before or by any court,
public board or body pending or threatened against or affecting the Authority,
or to the best knowledge of the Authority, any basis therefor, wherein an
unfavorable decision, ruling or finding would adversely affect the transactions
contemplated hereby and by the Indentures, or which, in any way, would adversely
affect the validity of the Bonds, the Resolution, the Indentures, the Financing
Documents, this Bond Purchase Agreement, any agreement or instrument to which
the Authority is a party and which is used or contemplated for use in
consummation of the transactions contemplated hereby and by the Indentures or
the exemption from taxation as set forth therein.

         (h)      Any certificate signed by any Authorized Representative of the
Authority under the Resolution or this Bond Purchase Agreement and delivered to
the Underwriter or to the Trustee shall be deemed a representation and warranty
by the Authority to the Underwriter and the Borrower as to the statements made
therein.

         (i)      The information with respect to the Authority in the Official
Statement of the Authority (the "Official Statement"), dated the date hereof, is
correct and complete, except that none of the representations and warranties
herein apply to statements in or omissions from the Official Statement made in
reliance on or in conformity with information furnished, to the Authority by the
Borrower, or to information under the headings "THE PROJECT", "THE
BONDS--Book-Entry Only System", "BOND INSURANCE", "TAX MATTERS", "LEGAL MATTERS"
and "INDEPENDENT ACCOUNTANTS", or to anything contained or incorporated by
reference in the appendices to the Official Statement or otherwise with respect
to the Borrower. The Authority has authorized the use of the Official Statement
in both its preliminary and final forms and delivered duly executed copies
thereof in final form to the Underwriter.

         It is specifically understood and agreed that the Authority makes no
representation as to the financial position or business condition of the
Borrower or any other person and does not, with respect to the Official
Statement or otherwise, except to the extent the Authority deems the Preliminary
Official Statement to be final as provided in Section 11 hereof, represent or
warrant as to any of the statements, materials (financial or otherwise),
representations or certifications furnished or to be made and furnished by the
Borrower or any other person in connection with the sale of the Bonds, or as to
the correctness, completeness or accuracy of any of such statements, materials,
representations or certificates.

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         7.       The Borrower represents and warrants that:

         (a)      The Borrower has been duly organized and validly exists as a
corporation under the laws of the State of Connecticut, having all requisite
corporate power to carry on its business as now constituted.

         (b)      The execution and delivery by the Borrower of the Financing
Documents and this Bond Purchase Agreement, and all other agreements herein
contemplated to be performed by the Borrower, and the performance of the
conditions herein contained and those in each of such instruments to be
performed are not in contravention of law and will not conflict with or result
in any breach of any of the terms, conditions or provisions of, or constitute a
default under any indenture, mortgage deed of trust or other agreement or
instrument to which the Borrower is a party, or the Certificate of Incorporation
and any special acts incorporated by reference therein or Bylaws of the
Borrower, or any order, rule or regulation applicable to the Borrower of any
court or of any federal or State regulatory body or administrative agency or
other governmental body having jurisdiction over the Borrower or over any of its
properties, or any statute, rule or regulation of any jurisdiction applicable to
the Borrower, or result in the creation or imposition of any lien, charge or
encumbrance upon any of the properties or assets of the Borrower pursuant to the
terms of any indenture, agreement or undertaking binding upon it; and, to the
extent required by law, the Connecticut Department of Public Utility Control
(the "DPUC") has approved or waived approval of all matters relating to the
Borrower's participation in the transactions contemplated in the Financing
Documents which require such approval or waiver of approval; such approval or
waiver of approval remains in full force and effect in the form issued; and,
assuming that the Bonds are securities described in Section 3(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act"), and Sections 3(a)(12)
and (29) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), no other consent, approval, authorization or other order of any
regulatory body or administrative agency or other governmental body is legally
required for the Borrower's participation in connection therewith, except as
have been obtained.

         (c)      Except as disclosed or incorporated by reference in the
Official Statement, there is no action, suit, proceeding, inquiry or
investigation, at law or in equity, or before or by any court, public board or
body, pending, or to the knowledge of the Borrower threatened, wherein an
unfavorable decision, ruling or finding would (i) in the opinion of the
Borrower, involve the possibility of any judgment or liability to the extent not
covered by insurance which would result in any material adverse change in the
business, properties or operations of the Borrower, (ii) materially adversely
affect the transactions contemplated by this Bond Purchase Agreement or (iii)
materially adversely affect the validity or enforceability of the Bonds, the
Indentures, the Financing Documents or this Bond Purchase Agreement.

         (d)      The Borrower will not take or omit to take any action which
action or omission will in any way cause the proceeds from the sale of the Bonds
to be applied in a manner contrary to that provided in the Indentures and the
Financing Documents, as in force from time to time.

         (e)      Except as disclosed or incorporated by reference in the
Official Statement, the Borrower is not a party to or bound by any contract,
agreement or other instrument, or subject to any judgment, order, writ,
injunction, decree, rule or regulation which, in the Borrower's opinion,
materially adversely affects, or in the future may, so far as the Borrower can
now

                                     - 5 -
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reasonably foresee, materially adversely affect the business, operations,
properties, assets or condition, financial or otherwise, of the Borrower.

         (f)      Neither this Bond Purchase Agreement, other than Section 6
hereof as to which no representation is made, nor any other document,
certificate or written statement furnished to the Underwriter or the Authority
by or on behalf of the Borrower, when read together with the information
disclosed or incorporated by reference in Appendix A to the Official Statement,
contains any untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements contained herein and therein, in
light of the circumstances under which they were made, not misleading or
incomplete.

         (g)      The Borrower has not taken and will not take any action and
knows of no action that any other person, firm or corporation has taken or
intends to take, which would cause interest on the Bonds to be includable in the
gross income of the recipients thereof for federal income tax purposes.

         (h)      The Borrower will deliver or cause to be delivered all
opinions, certificates, letters and other instruments and documents required to
be delivered by the Borrower pursuant to this Bond Purchase Agreement.

         (i)      The Financing Documents and this Bond Purchase Agreement, when
executed and delivered, will be legal, valid, binding and enforceable
obligations of the Borrower, except to the extent that such enforceability may
be limited by bankruptcy or insolvency or other laws affecting creditors' rights
generally or by general principles of equity.

         (j)      [Reserved].

         (k)      (i)      The information with respect to the Borrower included
or incorporated by reference in Appendix A to the Preliminary Official Statement
and the descriptions contained therein of the Agreements, the Indentures and the
Financing Documents and the Borrower's participation in the transactions
contemplated thereby, with such additions or amendments as heretofore have been
agreed upon between the Authority, the Borrower and the Underwriter and which
are reflected in the Official Statement, are correct and do not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein in light of
circumstances under which they were made not misleading except that the Borrower
makes no representation as to (A) the information contained in Appendices D and
F of the Preliminary Official Statement or the information contained in the
Preliminary Official Statement under the captions "INTRODUCTION - The
Authority", "THE AUTHORITY", "THE BONDS - Book Entry Only System", "TAX
MATTERS", "BOND INSURANCE" and "UNDERWRITING" or (B) the information with
respect to DTC and its book-entry system. The financial statements included in
Appendix B to the Preliminary Official Statement have been prepared in
accordance with generally accepted accounting principles as applied in the case
of rate-regulated public utilities, comply with the Uniform System of Accounts
and ratemaking practices prescribed by the DPUC (except as otherwise disclosed
in the notes to such financial statements) and fairly present the financial
position, results of operations, retained earnings and statements of cash flows
of the Borrower at the respective dates and for the respective periods
indicated.

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         (ii)     The Borrower has authorized and consents to the use of the
Official Statement by the Underwriter. The information with respect to the
Borrower included or incorporated by reference in Appendix A to the Official
Statement and the descriptions contained therein of the Agreements, the
Indentures and the Financing Documents and the Borrower's participation in the
transactions contemplated thereby, are correct and do not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances under which they were made not misleading, except that the
Borrower makes no representation as to (A) the information contained in
Appendices D and F to the Official Statement or the information contained in the
Official Statement under the captions "INTRODUCTION - The Authority", "THE
AUTHORITY", "THE BONDS - Book Entry Only System", "TAX MATTERS", "BOND
INSURANCE" and "UNDERWRITING" or (B) the information with respect to DTC and its
book-entry system. The financial statements included in Appendix B to the
Official Statement have been prepared in accordance with generally accepted
accounting principles as applied in the case of rate-regulated public utilities,
comply with the Uniform System of Accounts and ratemaking practices prescribed
by the DPUC (except as otherwise described in the notes to such financial
statements) and fairly present the financial position, results of operations,
retained earnings and statements of cash flows of the Borrower at the respective
dates and for the respective periods indicated.

         (l)      There has been no material adverse change in the business,
properties, operations or financial condition of the Borrower from that shown or
incorporated by reference in the Official Statement.

         (m)      The Borrower will use its best efforts to cause the delivery
of the Policies (as hereinafter defined).

         (n)      The representations and warranties of the Borrower contained
in Section 2.2 of each of the Loan Agreements are true and correct as of the
date hereof.

         (o)      The Borrower has obtained all approvals required in connection
with the execution and delivery of, and performance by the Borrower of its
obligations under, this Bond Purchase Agreement and the Financing Documents.

         (p)      Any certificate signed by an officer of the Borrower and
delivered to the Underwriter at the time of the purchase and sale of the Bonds
shall be deemed a representation and warranty by the Borrower to the Underwriter
as to the statements made therein.

         (q)      The Borrower deems the Preliminary Official Statement to be
final as of its date for purposes of Rule 15c2-12 of the SEC.

         (r)      No material event of default or event which, with notice or
lapse of time or both, would constitute a material event of default or default
under any material agreement or material instrument to which the Borrower is a
party or by which the Borrower is bound or to which any of the property or
assets of the Borrower is subject has occurred and is continuing.

         (s)      The Borrower will undertake, pursuant to the Agreements and a
Continuing Disclosure Agreement, to provide certain annual financial information
and notices of the occurrence of certain events, if material. A description of
this undertaking is set forth in the Preliminary Official Statement and will
also be set forth in the Official Statement.

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         The Borrower agrees to indemnify and hold harmless the Authority, the
Underwriter, any member, officer, official, employee or agent of the Authority
or the State of Connecticut or the Underwriter, and each person, if any, who
controls the Underwriter within the meaning of Section 15 of the Securities Act
of 1933 (the "Act"), as amended (for purposes of this paragraph, collectively
the "Indemnified Parties"), to the extent permitted under the applicable law,
against any and all losses, claims, damages, liabilities or expenses whatsoever,
joint or several, cause by (1) any breach of any representation or warranty made
by the Borrower in this Bond Purchase Agreement or the Financing Documents or
(2) any untrue statement or misleading statement or allegedly misleading
statement of a material fact contained in the Official Statement or caused by
any omission or alleged omission from the Official Statement of any material
fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading, except insofar as such
losses, claims, damages, liabilities or expenses are caused by any such untrue
or misleading statement or omission or allegedly untrue or misleading statement
or omission in the information contained under the captions "INTRODUCTION - The
Authority", "THE AUTHORITY", "THE BONDS - Book Entry Only System", "BOND
INSURANCE", "UNDERWRITING" or "TAX MATTERS" or in Appendices D and F thereto
(except to the extent that the information set forth in such section is premised
on facts and representations made in writing by the Borrower); provided,
however, that in the case of clause (2) above such indemnity shall not inure to
the benefit of the Underwriter (or any person controlling the Underwriter or any
officer or employee of the Underwriter) if the Borrower has caused to be
delivered to the Underwriter on a timely basis sufficient quantities of the
Official Statement, as amended or supplemented, and a copy of the Official
Statement, as then so amended or supplemented, was not sent or given by or on
behalf of the Underwriter to the person asserting any such loss, claim, damage,
liability or expense prior to or with written confirmation of the sale of such
Bonds to such person by the Underwriter and the receipt of the Official
Statement, as then so supplemented or amended, would have been a valid defense
to the loss, claim, damage, liability or expense asserted. This indemnity
agreement shall not be construed as a limitation on any other liability which
the Borrower may otherwise have to any Indemnified Party.

         The Underwriter agrees to indemnify and hold harmless the Authority and
the Borrower, and each director, officer, or employee of the Authority and the
Borrower, and each person who controls either of them within the meaning of the
Act (for purposes of this paragraph, an "Indemnified Party") to the same extent
as the foregoing indemnity from the Borrower to the Underwriter, but only with
reference to written information furnished to the Borrower by or on behalf of
the Underwriter specifically for inclusion in the Official Statement under the
caption "UNDERWRITING". This indemnity agreement shall not be construed as a
limitation on any other liability which the Underwriter may otherwise have to
any Indemnified Party.

         An Indemnified Party will, promptly after receiving notice of the
commencement of any action against such Indemnified Party in respect of which
indemnification may be sought against the Borrower or the Underwriter, as the
case may be (in any case the "Indemnifying Party"), notify the Indemnifying
Party in writing of the commencement of the action, enclosing a copy of all
papers served, but the omission so to notify the Indemnifying Party of any such
action shall not relieve the Indemnifying Party of any liability which it may
have to any Indemnified Party otherwise than under this Section. If such action
is brought against an Indemnified Party and such Indemnified Party notices the
Indemnifying Party of its commencement, the Indemnifying Party may, or if so
requested by the Indemnified Party shall, participate in it or assume its

                                     - 8 -
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defense, with counsel reasonably satisfactory to the Indemnified Party, and
after notice from the Indemnifying Party to the Indemnified Party of an election
to assume the defense, the Indemnifying Party will not be liable to the
Indemnified Party under this Section for any legal or other expenses
subsequently incurred by such Indemnified Party in connection with the defense
other than reasonable costs of investigation subsequently incurred by the
Indemnified Party in connection with the defense thereof. Until the Indemnifying
Party assumes the defense of any such action at the request of the Indemnified
Party, the Indemnifying Party may participate at its own expense in the defense
of the action. If the Indemnifying Party does not employ counsel to have charge
of the defense or if any Indemnified Party reasonably concludes that there may
be defenses available to it or them which are different from or in addition to
those available to the Indemnifying Party or the Indemnified Party and the
Indemnifying Parties may have conflicting interests which would make it
inappropriate for the same counsel to represent both of them, reasonable legal
and other expenses incurred by such Indemnified Party will be paid by the
Indemnifying Party and the Indemnifying Party shall not have the right to direct
the defense of such action on behalf of such Indemnified Party (it being
understood, however, that the Indemnifying Party shall not be liable for the
expenses of more than one separate counsel (in addition to local counsel)
approved by the Underwriter in the case of paragraph (a) representing all
Indemnified Parties who are parties to such action). Any obligation under this
Section 7 of an Indemnifying Party to reimburse an Indemnified Party for
expenses includes the obligation to reimburse the Indemnified Party to cover
such expenses in reasonable amounts and at reasonable periodic intervals upon
receipt by the Indemnifying Party of an invoice for such expenses not more often
than monthly as requested by the Indemnifying Party. Notwithstanding the
foregoing, the Indemnifying Party shall not be liable for any settlement of any
action or claim effected without its consent, which consent shall not be
unreasonably withheld.

         In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for above is due in
accordance with its terms but is for any reason held by a court to be
unavailable from the Borrower or Underwriter on grounds of policy or otherwise,
the Borrower and the Underwriter shall contribute to the total losses, claims,
damages and liabilities (including reasonable legal or other expenses of
investigation or defense) to which they may be subject (i) in such proportion as
is appropriate to reflect the relative benefits received by the Borrower and the
Underwriter from the offering of the Bonds or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Borrower and the Underwriter in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The respective relative benefits received by the Borrower and
the Underwriter shall be deemed to be in the same proportion as the proceeds
from the sale (i.e., the principal amount of the Bonds) bears to the discount or
fee in connection with such sale received by the Underwriter as an underwriting
fee, as set forth in Section 14 hereof. The relative fault of the Borrower and
the Underwriter shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Borrower or by the Underwriter and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. However, no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section, each person who controls the Underwriter within the
meaning of

                                     - 9 -
<PAGE>

Section 15 of the Securities Act will have the same rights to contribution as
the Underwriter, and each person who controls the Borrower within the meaning of
the Securities Act and each officer and each director of the Borrower will have
the same rights to contribution as the Borrower, subject to the foregoing
sentence. Any party entitled to contribution will, promptly after receiving
notice of commencement of any action, suit or proceeding against such party in
respect of which a claim for contribution may be made under this paragraph,
notify each party from whom contribution may be sought, but the omission to
notify such party shall not relieve any party from whom contribution may be
sought from any other obligation it may have otherwise than pursuant to this
paragraph.

         8.       [Reserved].

         9.       The Borrower's obligations hereunder, except those contained
in Sections 7 and 14, will be conditioned upon the approval by the Department of
Public Utility Control (the "DPUC") of the issuance of the Notes, the loans
under the Agreements and the transactions of the Borrower contemplated by the
Financing Documents; the purchase of and payment for the Bonds in accordance
herewith on the Closing Date; the performance of the obligations of the
Authority and the Underwriter not dependant on the performance of the Borrower;
and the delivery to the Authority of the approving opinion of Winston & Strawn
LLP, Bond Counsel, in form and substance substantially in the form set forth as
Appendix D to the Official Statement.

         10.      The Authority's obligation to deliver the Bonds and to accept
payment therefor are subject to the performance of the obligations of the
Borrower and the Underwriter not dependent on the performance of the Authority,
and will be conditioned upon the approval by the DPUC of the issuance of the
Notes, the loans under the Agreements and the transactions of the Borrower
contemplated by the Financing Documents; the purchase of and payment for the
Bonds in accordance herewith on the Closing Date; the delivery by the
Underwriter to the Authority of a certificate substantially in the form of
Schedule I to the Tax Regulatory Agreement; and the delivery to the Authority of
the approving opinion of Winston & Strawn LLP, Bond Counsel, in form and
substance substantially in the form set forth as Appendix D to the Official
Statement, and will be subject to the further condition that all documents,
certificates, opinions and other items to be delivered at the closing pursuant
hereto and as otherwise may reasonably be requested by Bond Counsel not be
unsatisfactory in form and substance to Bond Counsel.

         11.      The Underwriter's obligations hereunder to purchase and pay
for the Bonds will be subject to (i) the approval by the DPUC of the issuance of
the Notes, the loans under the Agreements and the transactions of the Borrower
contemplated by the Financing Documents, (ii) the performance by the Authority
of its obligations to be performed hereunder at or prior to the Closing Date,
(iii) the performance by the Borrower of its obligations to be performed
hereunder at or prior to the Closing Date, (iv) the continued accuracy in all
material respects of the representations and warranties of the Authority and the
Borrower contained herein and in the Agreements as of the date hereof and as of
the Closing Date, and (v) in the reasonable judgment of the Underwriter, the
following conditions:

         (a)      after the date hereof, no litigation may be threatened or
pending in any court (i) seeking to restrain or enjoin the issuance or delivery
of the Bonds or the payment, collection or application of the proceeds thereof
or loan payments and other moneys and securities pledged or to be pledged under
the Indentures, or (ii) in any way questioning or affecting the validity of

                                     - 10 -
<PAGE>

the Bonds or any provisions of the Indentures, the Financing Documents or this
Bond Purchase Agreement or any proceedings taken by the Authority with respect
to the foregoing, or (iii) questioning the Authority's creation, organization or
existence or the titles to office of any of its officers authorized under the
Resolution, or its power to lend or provide money in connection with the Project
as referred to in the Indentures and the Agreements, or (iv) questioning the
Borrower's power to enter into and perform as applicable the Financing Documents
or this Bond Purchase Agreement;

         (b)      The market value of the Bonds has not been adversely affected
by reason of the fact that between the date hereof and the Closing Date:

                           (1)      legislation has been enacted by the Congress
                  or recommended to the Congress for passage by the President of
                  the United States, or favorably reported for passage to either
                  House of the Congress by any Committee of such House to which
                  such legislation has been referred for consideration, or

                           (2)      a decision has been rendered by a Court of
                  the United States, or the United States Tax Court, or

                           (3)      an order, ruling, regulation or official
                  statement has been made by the Treasury Department of the
                  United States or the Internal Revenue Service,

with the purpose or effect, directly or indirectly, of imposing federal income
taxation upon such revenues or other income as would be derived by the Authority
under the Agreements or such interest on the Bonds as would be received by the
true owners and holders thereof, other than a person who, with the meaning of
Section 147(a) of the Internal Revenue Code of 1986, as amended, is a
"substantial user" or "related person."

         (c)      The market value of the Bonds has not in the opinion of the
Underwriter been materially adversely affected by reason of the fact that
between the date hereof and the Closing Date any legislation, ordinance, rule or
regulation has been introduced in or enacted by any governmental body,
department or agency in the State of Connecticut, or a decision has been
rendered by any court of competent jurisdiction within the State of Connecticut
with the purpose or effect, directly or indirectly, of imposing state income
taxation upon such revenues or other income as would be derived by the Authority
under the Agreements or such interest on the Bonds as would be received by the
true owners and holders thereof;

         (d)      No stop order, ruling, regulation or official statement by, or
on behalf of, the Securities and Exchange Commission may have been issued or
made after the date hereof to the effect that the issuance, offering or sale of
obligations of the general character of the Bonds, or the Bonds, as contemplated
hereby or by the Official Statement, is in violation or would be in violation
unless registered or otherwise qualified under any provisions of the Securities
Act of 1933, as amended and as then in effect, or the Trust Indenture Act of
1939, as amended and as then in effect;

         (e)      After the date hereof, no legislation may have been introduced
in or enacted by the House of Representatives or the Senate or the Congress of
the United States of America, nor shall a decision by a court of the United
States of America have been rendered, or a ruling, regulation or official
statement by or on behalf of the Securities and Exchange Commission or

                                     - 11 -
<PAGE>

other governmental agency having jurisdiction of the subject matter have been
made or proposed to the effect that obligations of the general character of the
Bonds, or the Bonds, are not exempt from registration, qualification or other
requirements of the Securities Act of 1933, as amended and as then in effect, or
of the Securities Act of 1934, as amended and then in effect, or of the Trust
Indenture Act of 1939, as amended and as then in effect;

         (f)      (i) No event shall have occurred after the date hereof, which,
in the opinion of the Underwriter, makes untrue, incorrect or inaccurate, in any
material respect, any statement or information contained or incorporated by
reference in the Official Statement (including the Appendices thereto), or the
financial statements contained or referred to therein, or which is not reflected
in the Official Statement or such financial statements but should be reflected
therein for the purpose for which the Official Statement or such financial
statements are to be used in order to make the statements and information
contained therein in light of the circumstances under which they were made not
misleading in any material respect, (ii) and there shall be no material adverse
change (not in the ordinary course of business) in the condition of the Borrower
from that set forth in or incorporated by reference in the Official Statement
and the Appendix A thereto;

         (g)      In the judgment of the Underwriter, the market price of the
Bonds, or the market price generally of obligations of the general character of
the Bonds, shall not have been adversely affected because: (a) additional
material restrictions not in force as of the date hereof shall have been imposed
upon trading in securities generally by any governmental authority or by any
national securities exchange; (b) the New York Stock Exchange, Inc. or other
national securities exchange, or any governmental authority, shall impose, as to
the Bonds or similar obligations, any material restrictions not now in force, or
increase materially those now in force, with respect to the extension of credit
by, or the charge to the net capital requirements of, underwriters; (c) a
general banking moratorium shall have been established by federal, New York or
Connecticut authorities; or (d) a war involving the United States of America
shall have been declared, or any other national calamity shall have occurred, or
any conflict involving the armed forces of the United States of America has
escalated to such a magnitude as to materially adversely affect the
Underwriter's ability to market the Bonds;

         (h)      All matters relating to this Bond Purchase Agreement, the
Bonds and the sale thereof, the Indentures, the Financing Documents and the
consummation of the transactions contemplated by this Bond Purchase Agreement
must be approved by the Underwriter but such approval may not be unreasonably
withheld; and

         (i)      At or prior to the Closing Date the Underwriter must have
received the following documents:

                           (1)      Certified copies of the Financing Documents
                  and the Indentures;

                           (2)      The legal opinions of the following, dated
                  the Closing Date, in the form and substance satisfactory to
                  Bond Counsel and the Underwriter:

                                    (A)      Murtha Cullina LLP, counsel to the
                           Borrower.

                                    (B)      Day Berry & Howard LLP, counsel to
                           the Trustee.

                                     - 12 -
<PAGE>

                                    (C)      Winston & Strawn LLP, Bond Counsel,
                           substantially in the form set forth as Appendix C to
                           the Official Statement.

                                    (D)      Winston & Strawn LLP, Bond Counsel,
                           concerning supplementary matters.

                                    (E)      Opinion of the counsel to the Bond
                           Insurer, as described herein below.

The respective forms of such opinions above are subject, in each case, only to
such changes therein as Bond Counsel and counsel to the Underwriter approve;

                           (3)      the legal opinion of Palmer & Dodge LLP,
                  counsel to the Underwriter, addressed to the Underwriter in
                  the form and substance satisfactory to the Underwriter;

                           (4)      A certificate of an Authorized
                  Representative of the Authority, dated the Closing Date, to
                  the effect that (i) on and as of the Closing Date, each of the
                  representations and warranties of the Authority set forth in
                  Section 5 hereof is true, accurate and complete and all
                  agreements of the Authority herein provided and contemplated
                  to be performed on or prior to the Closing Date have been so
                  performed; (ii) the executed copies of the Financing Documents
                  and the Indentures and the certified copies of the resolution
                  authorizing the Bonds are true, correct and complete copies of
                  such documents and have not been modified, amended, superseded
                  or rescinded but remain in full force and effect as of the
                  Closing Date; (iii) the Bonds have been duly authorized,
                  executed and delivered by the Authority; (iv) this Bond
                  Purchase Agreement, the Indentures and the Financing Documents
                  and any and all other agreements and documents required to be
                  executed and delivered by the Authority in order to carry out,
                  give effect to and consummate the transactions contemplated
                  hereby and by the Indentures have each been duly authorized,
                  executed and delivered by the Authority, and as of the Closing
                  Date each is in full force and effect and substantially all
                  right, title and interest inuring to the Authority under the
                  Agreements have been duly pledged, and the loan payments
                  thereunder assigned, to the Trustee under the Indentures for
                  the benefit of the holders of the Bonds; (v) no litigation is
                  pending or threatened to restrain or enjoin the issuance or
                  sale of the Bonds or in any way contesting the validity or
                  affecting the authority for the issuance of the Bonds, the
                  authorization, execution or performance of the Indentures and
                  the Financing Documents, or the existence or powers of the
                  Authority or the right of the Authority to finance the
                  Project; and (vi) the Treasurer of the State of Connecticut
                  has approved all matters and resolutions of the Authority
                  required by the Act to be approved by the Treasurer with
                  respect to the issuance, sale and delivery of the Bonds;

                           (5)      A certificate of the Chairman, President and
                  Chief Executive Officer, Vice President-Chief Financial
                  Officer and Treasurer, any Vice President, Assistant Treasurer
                  or Secretary of the Borrower, dated the Closing Date, as to
                  the due incorporation, valid existence of the Borrower under
                  the laws of the State of

                                     - 13 -
<PAGE>

                  Connecticut, and the due authorization, execution and delivery
                  by the Borrower of this Bond Purchase Agreement, the Financing
                  Documents, the Disclosure Agreement and annexing resolutions
                  of the Board of Directors or Executive Committee or both with
                  respect to such authorizations;

                           (6)      A certificate of the Chairman, President and
                  Chief Executive Officer, Vice President-Chief Financial
                  Officer and Treasurer, any Vice President, Assistant Treasurer
                  or Secretary of the Borrower, dated the Closing Date,
                  certifying severally that (i) the Borrower does not have any
                  material contingent obligations or any material contractual
                  agreements which are not disclosed or incorporated by
                  reference in the Official Statement; (ii) so far as is known
                  to the Borrower, there are no material pending or threatened
                  legal proceedings to which the Borrower is or may be made a
                  party or to which any of its property is or may become
                  subjected, which has not been fully disclosed or incorporated
                  by reference in the Official Statement; (iii) there is no
                  action or proceeding pending, or to its best knowledge
                  threatened, looking toward the dissolution or liquidation of
                  the Borrower and there is no action or proceeding pending, or
                  to its best knowledge threatened, by or against the Borrower
                  affecting the validity and enforceability of the terms of the
                  Financing Documents or this Bond Purchase Agreement; (iv)
                  since December 31, 2002, there has been no material adverse
                  change in the financial condition of the Borrower not
                  disclosed or incorporated by reference in the Official
                  Statement; and (v) the representations and warranties of the
                  Borrower contained herein are true, complete and correct as of
                  the Closing Date, with the same effect as if those
                  representations and warranties had been made on and as of such
                  date;

                           (7)      A certificate, satisfactory in form and
                  substance to the Underwriter, of one or more duly authorized
                  officers of the Trustee, dated the Closing Date, as to the due
                  acceptance of the Indentures by the Trustee and the due
                  authentication and delivery of the Bonds by the Trustee
                  thereunder;

                           (8)      Letters from Standard & Poor's Ratings
                  Service, the rating agency, indicating that the rating for the
                  Bonds is no less than "AAA";

                           (9)      Evidence, in form and substance satisfactory
                  to the Authority and the Underwriter, that XL Capital
                  Assurance Inc. (the "Bond Insurer") has delivered insurance
                  policies and any appropriate endorsements thereupon
                  guaranteeing the timely payment of principal of an interest on
                  the Bonds (such policies and any appropriate endorsements are
                  herein called the "Policies");

                           (10)     A certificate of the Bond Insurer stating
                  that the information concerning the Bond Insurer as set forth
                  in the Official Statement under the heading "BOND INSURANCE"
                  and in "Appendix F" thereto is accurate;

                           (11)     An opinion of counsel to the Bond Insurer,
                  dated the date of the Closing and addressed to the Authority,
                  the Borrower and the Underwriter, to the effect that: (i) the
                  Bond Insurer is a stock insurance corporation duly
                  incorporated and validly existing under the laws of the State
                  of New York and is licensed and

                                     - 14 -
<PAGE>

                  authorized under the laws of the State of Connecticut to issue
                  the Policies under the laws of the State of Connecticut; and
                  (ii) the Policies have been duly executed and is a valid and
                  binding obligation of the Bond Insurer, enforceable in
                  accordance with its terms, except that the enforcement thereof
                  may be limited by laws relating to bankruptcy, insolvency,
                  reorganization, moratorium, receivership and other similar
                  laws affecting creditors' rights generally and general
                  principles of equity;

                           (12)     A letter from PricewaterhouseCoopers LLP,
                  independent auditors for the Borrower, dated the Closing Date
                  and addressed to the Underwriter;

                           (13)     A copy of the order of the DPUC approving
                  the issuance of the Notes, the loans under the Agreements and
                  the transactions of the Borrower contemplated by the Financing
                  Documents;

                           (14)     Certificates or policies of insurance
                  evidencing the insurance required to be obtained pursuant to
                  the Agreements;

                           (15)     A letter or other written evidence
                  satisfactory to Bond Counsel that the State Treasurer has
                  approved the issuance of the Bonds in accordance with the Act.

                           (16)     A letter or other written evidence
                  satisfactory to Bond Counsel that an elected official has
                  approved the issuance of the Bonds in accordance with the
                  applicable provisions of the Code.

                           (17)     A certificate satisfactory to the trustee
                  for the Prior Obligations with respect to moneys deposited
                  with the trustee for the Prior Obligations being sufficient to
                  pay the Prior Obligations.

                           (18)     Such additional certificates, instruments or
                  other documents as the Authority or the Underwriter may
                  reasonably require to evidence the accuracy, as of the Closing
                  Date, of the representations and warranties herein contained,
                  and the due performance and satisfaction by the Authority and
                  the Borrower at or prior to such time of all agreements then
                  to be performed and all conditions then to be satisfied by any
                  one or all of them in connection with this Bond Purchase
                  Agreement, the Financing Documents, or the Indentures.

                  In addition:

         The Authority hereby represents that the Preliminary Official
Statement, with such additions and amendments as have been heretofore agreed
upon between the Authority and the Underwriter, is deemed final as of the date
thereof, except for the omission of offering prices, interest rates, selling
compensation, aggregate principal amount, principal amount per maturity,
delivery dates, ratings and other terms of the Bonds depending on such matters.
Such representation is made in reliance upon the Borrower's representation
herein that material relating to the Borrower included in the Preliminary
Official Statement is true and correct. The Borrower has contracted with a
printer acceptable to the Underwriter for the delivery to the Underwriter at
Borrower's expense of the number of copies requested by the Underwriter of the

                                     - 15 -
<PAGE>

Official Statement and will cooperate with the Underwriter to secure the
delivery thereof with reasonable promptness and within seven business days. The
Underwriter agrees to file a copy of such Official Statement with a nationally
recognized municipal securities information repository within five (5) days
after such final Official Statements are made available to the Underwriter and
to advise the Authority as to the location and time of such filing. Should the
Underwriter require additional copies of the Official Statement, the Authority
agrees to cooperate with the Underwriter in obtaining such copies at Borrower's
expense if such request is made within 90 days from the date hereof and at the
Underwriter's expense if such request is made thereafter. The Underwriter has
taken and will continue to take action to comply with the Securities Exchange
Commission Municipal Securities Disclosure Rule, 17 C.F.R. Section 240.15c2-12
and the provisions of this paragraph shall survive the expiration hereof to the
extent necessary for such purpose.

         Except as provided in Paragraphs 7, 8 and 14 hereof, if the Authority
or the Borrower shall fail or be unable to satisfy the conditions of their
obligations contained in this Bond Purchase Agreement, or if the Underwriter's
obligations hereunder shall be terminated for any reason permitted by this Bond
Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the
Authority nor the Underwriter nor the Borrower shall be under any further
obligation hereunder.

         SIMULTANEOUSLY WITH OR BEFORE DELIVERY OF THE BONDS, THE UNDERWRITER
SHALL FURNISH TO THE CONNECTICUT DEVELOPMENT AUTHORITY A CERTIFICATE
SUBSTANTIALLY IN FORM ATTACHED TO THE TAX REGULATORY AGREEMENT ACCEPTABLE TO
BOND COUNSEL TO THE EFFECT THAT (I) THE UNDERWRITER HAS MADE A BONA FIDE PUBLIC
OFFERING OF THE BONDS TO THE PUBLIC AT INITIAL OFFERING PRICES NOT GREATER THAN
THE RESPECTIVE PRICES SHOWN ON THE COVER OF THE OFFICIAL STATEMENT, OR IN THE
CASE OF DISCOUNT OBLIGATIONS SOLD ON A YIELD BASIS, AT YIELDS NO LOWER THAN
THOSE SHOWN ON THE COVER, INCLUDING INTEREST ACCRUED ON THE BONDS FROM THE DATE
THEREOF, AND (II) A SUBSTANTIAL AMOUNT OF THE FINAL AMOUNT OF EACH MATURITY OF
THE BONDS WAS SOLD TO THE FINAL UNDERWRITER THEREOF (NOT INCLUDING BOND HOUSES
AND BROKERS OR SIMILAR PERSONS OR ORGANIZATIONS ACTING IN THE CAPACITY OF
UNDERWRITER OR WHOLESALERS) AT PRICES NOT GREATER THAN SUCH OFFERING PRICES OR
YIELDS. Bond Counsel advises that (i) such certificate must be made on the best
knowledge, information and belief of the Underwriter, (ii) the sale to the
public of 10% or more of each maturity of the Bonds at prices or yields not
greater than the Initial Offering Prices or Yields would be sufficient for the
purpose of certifying as to the sale of a substantial amount of the Bonds, and
(iii) reliance on other facts as a basis for such certification would require
evaluation by Bond Counsel to assure compliance with the statutory requirement.

         12.      The Authority and the Borrower agree that all representations,
warranties and covenants made by them herein, and in certificates or other
instruments delivered pursuant hereto or in connection herewith, shall be deemed
to have been relied upon by the Underwriter notwithstanding any investigation
heretofore or hereafter made by the Underwriter on its behalf, and that all
representations, warranties and covenants made by the Authority and the Borrower
herein and therein and all of the Underwriter's rights hereunder and thereunder
shall survive the delivery of the Bonds.

                                     - 16 -
<PAGE>

         13.      The Underwriter has received reasonable assurances that the
Borrower will comply with its written undertaking, set forth in Section 6.11 of
each of the Agreements, to provide certain required disclosure information to
the Trustee for the benefit of the bondholders and that procedures are, or will
be, in place such that the Underwriter will receive prompt notice of any
material event or Borrower's failure, in any material respect, to comply with
its undertaking.

         14.      The Authority shall pay, but only from proceeds of the Bonds
or moneys to be provided by the Borrower, any expenses incident to the
performance of its obligations hereunder including but not limited to (a) the
cost of the preparation and printing (for distribution on or prior to the Date
hereof) of the Financing Documents, the Indentures, the Preliminary Official
Statement and the final Official Statement (in such numbers as the Authority,
the Borrower and the Underwriter shall mutually agree upon), and this Purchase
Contract; (b) the cost of the preparation and printing of the Bonds; (c) the
fees and disbursements of Winston & Strawn LLP, Bond Counsel; (d) the fees of
any other attorneys, experts or consultants retained by the Authority; and (e)
any fee to the rating agencies.

         The Underwriter shall pay (a) the cost of the preparation and printing
of the Blue Sky Survey; (b) all advertising expenses in connection with the
public offering of the Bonds; (c) the fees and disbursements of Palmer & Dodge
LLP, counsel to the Underwriter; and (d) all other expenses incurred by the
Underwriter in connection with their public offering and distribution of the
Bonds, including the fees and disbursements of all attorneys, experts and
consultants retained by them.

         On or prior to the Closing Date, the Borrower shall pay the fees and
disbursements of the Underwriter in the aggregate amount of $489,810.00
($236,000.00 with respect to the Series 2003A Bonds and $253,810.00 with respect
to the Series 2003C Bonds).

         15.      All communications hereunder shall be in writing and, unless
otherwise directed in writing, shall be addressed as follows: if to the
Authority at 999 West Street, Rocky Hill, Connecticut 06067, Attention: Senior
Vice President - Public Finance; if to the Borrower at 93 West Main Street,
Clinton, Connecticut 06413, Attention: Vice President--Chief Financial Officer
and Treasurer; if to the Underwriter at One North Jefferson, St. Louis,
Missouri, 63103, Attention: Municipal Securities.

         16.      This Agreement shall be construed and enforceable in
accordance with the laws of the State of Connecticut.

         17.      All terms used but not defined herein shall have the meanings
set forth in the Agreements.

         18.      This Bond Purchase Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered shall be an
original; but such counterparts shall together constitute but one and the same
Bond Purchase Agreement.

                                     - 17 -
<PAGE>

         19.      In case any one or more of the provisions contained in this
Bond Purchase Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Bond Purchase Agreement, but this
Bond Purchase Agreement shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein.

         20.      This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the Underwriter, the Authority and the
Borrower. This Agreement may be signed in several counterparts each of which
shall be an original and all of which shall constitute but one and the same
instrument.

                                               CONNECTICUT DEVELOPMENT AUTHORITY

                                               By:____________________________
                                                  Authorized Representative

                                                THE CONNECTICUT WATER COMPANY

                                               By:____________________________
                                                  Authorized Representative

                                               A.G. EDWARDS & SONS, INC.

                                               By:____________________________
                                                  Name:
                                                  Title:

                                     - 18 -