PAGE 14

              THIRD EXTENSION AND REAFFIRMATION AGREEMENT

     This Agreement entered into as of the 17th day of September, 1998,
by and between, BIRMINGHAM UTILITIES, INC., a Connecticut public service
corporation with a place of business at 230 Beaver Street, Ansonia,
Connecticut ("Borrower"), and FLEET NATIONAL BANK, a national banking
association with an office at 157 Church Street, New Haven, Connecticut
("Bank")

                        W I T N E S S E T H

     WHEREAS, the Borrower executed and delivered to Bank a certain
Revolving Note dated April 29, 1994 in the principal amount of Six
Hundred Thousand and 00/100 Dollars ($600,000.00) (the "LC Note") and 
a certain Revolving Note dated April 29, 1994 in the principal amount 
of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00)
(the "Revolving Note" and collectively with the LC Note, the "Original
Notes") pursuant to a Commercial Term and Revolving Loan Agreement
between Borrower and Bank of even date therewith (the "Loan Agreement");
and

     WHEREAS, Bank is the holder and owner of a certain Open-End 
Mortgage Deed and Security Agreement dated as of April 29, 1994 (the
"Original Mortgage") as to certain real property and collateral more
particularly described therein (collectively, the "Mortgaged
Premises"), which Original Mortgage was executed and delivered by
Borrower to Bank and was recorded in the Office of the Secretary of 
the State of the State of Connecticut on April 29, 1994 in Volume 67,
Page 1857 of Railroad Mortgages, and certificates with respect to 
which were, in accordance with the provisions of Section 49-5 of 
the Connecticut General Statutes: (i) recorded in Volume 275 at 
Page 749 of the land records of the Town of Ansonia, Connecticut; 
(ii) recorded in Volume 245 at Page 951 of the land records of the 
Town of Derby, Connecticut; (iii) recorded in Volume 210 at Page 
884 of the land records of the Town of Seymour, Connecticut; (iv)
recorded in Volume 104 at Page 1090 of the land records of the Town 
of Bethany, Connecticut; (v) recorded in Volume 91 at Page 900 of the 
land records of the Town of Beacon Falls, Connecticut; and (vi) 
recorded in Volume 215 at Page 140 of the land records of the Town 
of Woodbridge, Connecticut ; and

     WHEREAS, the Original Notes, Original Mortgage and Loan Agreement
were modified by a First Modification To Revolving Notes, Commercial 
Term And Revolving Loan Agreement and Open-End Mortgage Deed And 
Security Agreement dated as of May 1, 1996 (the "First Modification");
and

     WHEREAS, the Original Notes, Original Mortgage and Loan Agreement
were further modified by an Extension and Reaffirmation Agreement 
dated as of May 1, 1997 ("the "Extension") and a Second Extension and
Reaffirmation Agreement dated as of April 30, 1998 (the "Second
Extension") (All references to the Original Notes, Original Mortgage 

PAGE 15

and Loan Agreement shall refer to such respective documents as modified
and/or extended by the First Modification, the Extension and the 
Second Extension); and

     WHEREAS,  Borrower has requested Bank to terminate the LC Note, 
and to extend the maturity date of and increase the availability under
the Revolving Note; and

     WHEREAS, Bank has agreed to extend the maturity date of the
Revolving Note and to increase the availability thereunder pursuant to
the terms and conditions of this Agreement.

     NOW THEREFORE, in consideration of the mutual promises and 
covenants contained herein, the parties hereto agree as follows:

     1.  The LC Note is hereby terminated.  No additional
borrowing shall be permitted thereunder.

     2.  The Loan Agreement is hereby amended in the following respects:

         "(a) Section 1.1(a) is deleted in its entirety
         and the following is substituted in lieu thereof:

             (a)  Aggregate Amount.  Upon the terms and subject to the
                  conditions of this Agreement, Lender agrees to lend
                  and relend to the Borrower from to time during the
                  period from and including the Effective Date (as
                  defined herein) through June 1, 2000, as requested
                  by the Borrower in accordance with the terms of 
                  Section 1.1(c), amounts which in the aggregate at 
                  any one time outstanding do not exceed $2,100,000.00. 
                  Provided, however, Borrower shall reduce the aggregate
                  outstanding balance to no more than $1,500,000.00 for
                  30 consecutive days during each twelve month period."

             (b)  Section 1.1(e) and 1.1(f) are deleted in their 
                  entirety and the following are substituted in lieu
                  thereof:

                  "(e) Payment. Interest on the outstanding principal
                  balance of each Prime Rate Loan and Fleet Cost of 
                  Funds Loan is due and payable by the Borrower to the
                  Lender each month commencing on June 1, 1994, and on
                  the first day of each consecutive month thereafter;
                  and interest on the outstanding principal balance of
                  each LIBOR Rate Loan is due and payable by the 
                  Borrower to the Lender on the last day of each 


                  Interest Period applicable thereto.  Notwithstanding
                  the foregoing, the unpaid principal and all accrued
                  and unpaid interest on all Revolving Loans are due 

PAGE 16

                  and payable in full by the Borrower on June 30, 2000,
                  provided, however, Borrower may, upon written notice 
                  to the Lender by May 30, 2000, elect to convert the
                  Revolving Loans to a term loan, amortized over a 20
                  year period, with all outstanding and unpaid 
                  principal and interest due and payable on June 30, 
                  2006 (the "Converted Term Loan"). 

             (f)  Interest.  (i) Each Revolving Loan shall bear 
                  interest on the unpaid principal amount thereof for
                  each day from the day such Revolving Loan is made 
                  until such Loan shall be due at a floating rate per
                  annum equal to: (1) the 30 day LIBOR Rate plus 100
                  basis points; (2) the 90 day LIBOR Rate plus 100 
                  basis points; or (3) the Prime Rate, as elected by
                  Borrower from time to time pursuant to Section 1.1(c);
                  (ii) the Converted Term Loan, if any, shall bear
                  interest from the date the Revolving Loans are
                  converted to the Converted Term Loan pursuant to
                  Section 1.1(e) until such Loan shall be due at (A)
                  a fixed rate per annum equal to the 6 year Fleet Cost
                  of Funds Rate plus 100 basis points; or (B) a variable
                  rate per annum equal to: (1) Prime Rate; or (2) the 
                  90 day LIBOR Rate plus 100 basis points, readjusted 
                  for each 90 day period.

                  Any change in the interest rate because of a change 
                  in the Prime Rate, the LIBOR Rate or the Fleet Cost 
                  of Funds Rate, as the case may be, shall become
                  effective immediately, without notice or demand, on 
                  the day of the change in the Prime Rate, the LIBOR
                  Rate or the Fleet Cost of Funds Rate, as the case may
                  be.  Borrower shall also be obligated to pay 
                  additional interest in accordance with the terms of
                  Section 1.3 of this Agreement."

             (c)  Section 8.1 of the Loan Agreement is amended so that
                  future notices to the Bank shall be sent, in 
                  accordance with the provisions of Section 8.1 as
                  follows:

                  "If to the Lender: 
                         Fleet National Bank
                         157 Church Street
                         New Haven, Connecticut 06510
                         Attn: Anthony Castellon

                   with a copy to:          
                         Susman, Duffy & Segaloff, P.C.
                         P.O, Box 1684
                         New Haven, Connecticut,   06507
                         Attn: Andrew R. Lubin"

PAGE 17
              (d)  All references to the "LC Note" and "LC Loan" are
                   hereby deleted. 

              (e)  All references to the "Revolving Note" shall mean 
                   the "Amended and Restated Revolving Note"executed 
                   by the Borrower this date a copy of which is 
                   attached hereto as Schedule A.
          
              (f)  All references to the "Revolving Loan" and 
                   "Revolving Loans" shall mean the loan or loans 
                   made pursuant to the Amended and Restated 
                   Revolving Note.     
          
     3.  Borrower shall execute the Amended and Restated Revolving
Note attached hereto as Schedule A.  Said Note re-evidences the
indebtedness evidenced by the Revolving Note and a consolidation 
thereof with the LC Note and is given is substitution for, and not 
in payment of, the Revolving Note.

     4.  The Original Mortgage is hereby amended as follows:

         (a)  All references to the "L/C Note" are hereby
deleted.

         (b)  All references in the Original Mortgage to the 
"Revolving Note," shall hereinafter be deemed to refer to the Amended 
and Restated Revolving Note.

         (c)  Schedule B to the Original Mortgage shall hereinafter 
be deemed to include the amendments set forth in this Modification.

         (d)  "Borrower, as Grantor, does hereby give, grant, bargain,
sell and confirm unto the Grantee, its successors and assigns forever,
all that tract or parcel of land and all improvements now or hereafter
thereon situated, lying and being in the towns of Ansonia, Derby,
Seymour, Bethany, Beacon Falls and Woodbridge, Connecticut and more
particularly described in Schedule A to the Original Mortgage, which
Schedule A is hereby amended to reflect the release by the Grantee of 
the so-called PARCEL 6 thereon by release dated April 13, 1998 and
recorded at Volume 286, Page 207 of the Woodbridge Land Records on 
April 29, 1998, and Volume 117 at Page 539 of the Bethany Land Records 
on April 29, 1998"  which is hereby incorporated by reference 
hereinafter called the "Premises");

     TOGETHER with all right, title and interest of the Grantor in and
to any and all sidewalks, plazas and alleys, and all strips
and gores of land adjoining or adjacent to said Premises, and all and
singular the tenements, hereditaments, privileges, easements and
appurtenances belonging or in any wise appertaining to said Premises,
and all the estate, right, title, interest, claim and demand 
whatsoever, in law or in equity, which the Grantor now has or may
hereafter acquire in and to such property;

PAGE 18


     TOGETHER with all right, title and interest of the Grantor now
owned or hereafter acquired, in and to any and all buildings, 
structures and improvements now or at any time hereafter erected,
constructed or situated upon said Premises or any part thereof and 
all apparatus, fixtures, furniture, furnishings and equipment now or
hereafter attached to or used or procured for use in connection with 
the operation or maintenance of any such building, structure or other
improvement, including, but without limiting the generality of the
foregoing, all engines, furnaces, boilers, pumps, heaters, tanks,
dynamos, antennae, motors, generators, switchboards, electrical
equipment, heating, plumbing, lifting and ventilating apparatus,
air-cooling and air-conditioning apparatus, gas and electric fixtures,
refrigerating equipment, elevators, escalators, fittings and machinery,
awnings, storm and screen windows and doors, window shades and blinds,
together with any and all substitutions therefor, replacements thereof
and additions thereto, all of which are hereby declared and shall be
deemed to be fixtures and an accession to the freehold and a part of 
the realty and to be subject to the lien of the Original Mortgage;

     TOGETHER with all buildings, improvements, standpipes, reservoirs,
wells, flumes, sluices, canals, basins, cribs, machinery, mains,
conduits, hydrants, pipes, pipe lines, service pipes, water works 
plans and systems, tanks, shops, structures, purification systems,
pumping stations, fixtures, engines, boilers, pumps, meters and equipment
(including all improvements, additions and extensions appurtenant to 
any property hereby conveyed) used or useful in connection with the
Grantor's utility business, whether the same or any thereof are now 
owned or may hereafter be acquired by the Grantor, including, without
limiting the generality of the foregoing, all property identified in
Schedule A hereto, which Schedule A is hereby incorporated in and made 
a part of this Granting Clause as if set forth herein in full;

     TOGETHER with all corporate and other franchises, all water and
flowage rights, riparian rights, easements and rights-of-way, and all
permits, licenses, rights, grants, privileges and immunities, and all
renewals, extensions, additions or modifications of any of the
foregoing, whether the same or any thereof, or any renewals, 
extensions, additions or modifications thereof, are now owned or may
hereafter be acquired, owned, held or enjoyed by the Grantor; 

     TOGETHER with all property which may from time to time after
the date hereof be delivered, or which may by writing of any kind be
conveyed, pledged, assigned or transferred, to the Grantor;

     TOGETHER with all right, title and interest, if any, of the 
Grantor, now owned or hereafter acquired in and to any land lying in
the bed of any street, road or avenue, open or proposed, in front of 
or adjoining said land, to the center line thereof (all of the 
foregoing Premises and property being hereinafter collectively called 
the "Mortgaged Premises").


PAGE 19

     TO HAVE AND TO HOLD the above-granted and bargained Mortgaged
Premises with all the privileges and appurtenances thereof, unto Bank, 
as Grantee, its successors and assigns forever, to its and their 
proper use and behoof.   

     AND ALSO, the Grantor does for itself, its successor and 
assigns, covenant with the Grantee, its successors and assigns, that
at and until the ensealing of these presents, it has good right to
bargain and sell said Mortgaged Premises in manner and form above
written, and that the same is free from all encumbrances whatsoever,
except as set forth in said Schedule A."  
    
    5.  Borrower acknowledges and affirms that it has not voluntarily 
or involuntarily granted any type of lien, encumbrance or mortgage on 
any of the Mortgaged Premises subsequent to the Original Mortgage.

    6.  The Amended and Restated Revolving Note (hereafter the
"Note"), Loan Agreement and all other documents executed and/or 
delivered therewith including without limitation a certain Open-End
Mortgage and Security Agreement (the "Mortgage")(collectively, the 
"Loan Documents") are hereby modified to incorporate the terms 
contained in this Agreement. Any default by Borrower under this 
Agreement shall be an Event of Default as provided in the Loan 
Agreement.

    7.  The Borrower ratifies and reaffirms all of the representations,
warranties and covenants (both affirmative and negative) waivers and
indemnities contained in the Loan Documents.  All of the 
representations and warranties set forth in the Loan Documents are 
true and correct as if made on the date hereof.

    8.   The Borrower represents, acknowledges and affirms that it has 
no claim, defense, or counterclaim whatsoever against Bank with 
respect to Loan Agreement, the Original Notes, the Note, the Mortgage,
any other Loan Document, or the modifications made herein, and that
Bank is relying on this representation in agreeing to said 
modifications. The Borrower further acknowledges that Bank would not
agree to said modifications unless the Borrower made the representations
contained in this paragraph and elsewhere in this Agreement freely and
willingly, after due consultation with its attorneys.  Borrower further
represents that this Agreement and all of the Loan Documents executed 
by it are its valid and binding obligations, enforceable in accordance
with their terms and that no Event of Default (as defined in the Loan
Agreement) has occurred nor has there occurred any event or condition
which, with notice or the passage of time or both would constitute an
Event of Default.

    9.   In furtherance of the immediately preceding paragraph, Borrower
hereby releases, and forever discharges the Bank, its directors,
officers, agents, employees and their successors and assigns, from any
and all claims, actions, causes of action, obligations and liabilities
 of any kind which the Borrower has or may have in tort, at law or in

PAGE 20

equity as of the date hereof whether relating to the Original Notes, the
Note, Loan Agreement, any Loan Documents, or any of the transactions
contemplated hereby or consummated in connection herewith, or any
negotiations in connection with any of the foregoing.

   10.  The parties agree that nothing contained herein shall in any 
way impair in any manner the Note, Loan Agreement, Original Mortgage 
or any other Loan Documents.

   11.  Except as modified by this Agreement, all Loan Documents shall
remain unchanged and in full force and effect.  Borrower shall keep 
and perform all of the terms and agreements contained therein as may 
be applicable to it.

    12.  This Agreement shall be binding upon and inure to the benefit 
of the parties hereto, their respective successors and assigns. This
Agreement may only be amended in writing.

    13.  This Agreement may be signed in one or more counterparts all 
of which shall constitute one document. This Agreement shall be 
construed under the laws of the State of Connecticut.

    14.  THE BORROWER ACKNOWLEDGES THAT THE NOTE, ALL LOAN DOCUMENTS 
AND THIS MODIFICATION RESULT FROM A COMMERCIAL TRANSACTION AND THE
BORROWER HEREBY WAIVES ANY RIGHT TO NOTICE OR HEARING UNDER THE
CONSTITUTION OF THE UNITED STATES OR ANY STATE OR FEDERAL LAW, 
INCLUDING CONNECTICUT GENERAL STATUTES SECTION 52-278a ET SEQ., AS 
NOW OR HEREAFTER AMENDED, OR ANY SUCCESSOR ACT OR ACTS THERETO, AND
WAIVES ANY REQUIREMENTS FOR THE POSTING OF ANY BOND IN CONNECTION 
WITH ANY PREJUDGMENT REMEDY SOUGHT.  THE BORROWER AUTHORIZES THE 
ATTORNEY FOR ANY HOLDER OF THE NOTE TO ISSUE A WRIT FOR PREJUDGMENT
REMEDY WITHOUT COURT ORDER.  BORROWER ACKNOWLEDGES THAT IT MAKES 
THIS WAIVER KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITH ITS
ATTORNEY.

    15.  THE BORROWER WAIVES TRIAL BY JURY IN ANY COURT IN ANY
SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH
THE NOTE, ANY LOAN DOCUMENT, THIS AGREEMENT OR IN ANY WAY RELATED
TO THE FINANCING TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART
AND/OR THE DEFENSE OR ENFORCEMENT OF ANY OF BANK'S RIGHTS OR
REMEDIES.  BORROWER ACKNOWLEDGES THAT IT MAKES THIS WAIVER
KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITH ITS ATTORNEY.




PAGE 21

    IN WITNESS WHEREOF, the undersigned hereto have caused this 
Agreement to be duly executed as of the day and year first above 
written.

Signed, Sealed and Delivered
In The Presence Of:

                             BIRMINGHAM UTILITIES, INC.


                            By: /s/ John Tomac
                                John Tomac
                                Its:  reasurer

                             FLEET NATIONAL BANK


                             By: /s/ Anthony Castellon
                                 Anthony Castellon
                                 Its: Vice President

STATE OF CONNECTICUT)
                      ss:                     September 17, 1998
COUNTY OF NEW HAVEN )

    On this 17th day of September, 1998, personally appeared John Tomac,
Treasurer of Birmingham Utilities, Inc., a Connecticut public 
service corporation, signer and sealer of the foregoing instrument and
acknowledged the same to be his free act and deed as such officer and
the free act and deed of said public service corporation, before me.
    
                             
                             Commissioner of the Superior Court
                             Notary Public
                             My Commission Expires:

STATE OF CONNECTICUT)
                      ss:                      September 17, 1998
COUNTY OF NEW HAVEN )

    On this 17th day of September, 1998, personally appeared Anthony
Castellon, Vice President of Fleet National Bank, a national banking
association, signer and sealer of the foregoing instrument and 
acknowledged the same to be his free act and deed as such officer 
and the free act and deed of said banking association, before me.


                             Commissioner of the Superior Court
                             Notary Public
                             My Commission Expires: