Page Fifteen
                 AGREEMENT TO PURCHASE WATER

     AGREEMENT entered into this 18th day of January, 1984 by and between
THE SOUTH CENTRAL CONNECTICUT REGIONAL WATER AUTHORITY (hereinafter
referred to as the "AUTHORITY") and THE ANSONIA DERBY WATER COMPANY
(hereinafter referred to as the "COMPANY").

     WHEREAS, the COMPANY wishes to purchase a portion of its water
supply requirements from the AUTHORITY; and

     WHEREAS, the AUTHORITY is willing to sell specific amounts of water
to the COMPANY; and

     WHEREAS, in order to accomplish the purposes stated above, pipeline,
control facilities, and related items (collectively, the "Project") will
be required to be designed, constructed and installed between the
location of the AUTHORITY's existing water system and the COMPANY's
existing water system; and

     WHEREAS, the parties hereto wish to set forth the respective rights,
responsibilities and remedies of the parties.

     NOW THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto, intending to be bound,
agree as follows:

1. Connection Between Water Systems - The AUTHORITY will construct a
pipeline from its Grassy Hill Tank in Orange, Connecticut to the
COMPANY's water system in Derby, Connecticut. The size of this
connecting pipeline, its location and necessary control facilities will
be as recommended by the COMPANY's Consulting Engineer, Roald Haestad,
Inc. of Waterbury, Connecticut and as approved by the AUTHORITY. The
design criteria for the connection will be that it is sufficient in
capacity to meet maximum day and peak hour demands for the portion of
the COMPANY's water system currently served by the Derby Hill (Sentinel
Hill) Reservoirs which will be abandoned: after this connection is
completed. The cost of constructing this connection is the
responsibility of the AUTHORITY.

2. Condition Precedent to Authority's Obligation - The AUTHORITY shall
have no obligation to commence construction of the connecting pipeline
or take any other action with respect to the Project unless and until
the City of Derby shall have approved, in form satisfactory to the
AUTHORITY,the connection of such pipeline to the 12-inch main owned by
the City of Derby which runs along New Haven Avenue from The Ansonia
Derby Water Company distribution system at Washington Avenue in Derby.

3. Ownership of Facilities - All facilities constructed pursuant to this
Agreement will be owned solely by the AUTHORITY.

4. Quantities - The AUTHORITY agrees to deliver up to 2 million gallons
of water per day to the COMPANY water system at a hydraulic gradient of
277 feet based on U.S.G.S. data. Commencing on the Purchase Effective
Date, the COMPANY agrees to purchase at least 200 million gallons per
year during each calendar year included in the term (including any
extensions pursuant to Section 7 hereof) of this Agreement and to
purchase at least 5 million gallons per month during each calendar month
included in such term. As used herein, the term "Purchase Effective Date"
shall mean the later to occur of (i) September 1, 1984 and (ii) the date
the pipeline described herein is placed in service.


Page Sixteen

5. Water Quality - The water supplied by the AUTHORITY under this
Agreement at all times shall, at the point of metering (which shall be
considered to be the point of delivery), satisfy all standards imposed
by any Federal or State agency having jurisdiction over the quality of
public drinking water. If the AUTHORITY shall fail to provide to the
COMPANY water which satisfies all such standards and such failure shall
continue for 30 days after receipt by the AUTHORITY of written notice
thereof, the COMPANY, in its sole discretion, by written notice to the
AUTHORITY may terminate its obligation to purchase water hereunder. Such
termination shall be effective upon receipt by the AUTHORITY of notice
thereof.

6. Term of Contract - This Agreement shall be effective as of the date
first above written, and will remain in full force and effect until the
Termination Date. As used herein, the term "Termination Date " shall
mean the earlier to occur of (i) the effective date of the merger of the
COMPANY with and into the AUTHORITY or any wholly-owned subsidiary of
the AUTHORITY, (ii) the effective date of the purchase by the AUTHORITY
of substantially all of the assets of the COMPANY, and (iii) that
date which is seven years after the Purchase Effective Date; provided
that in the event of each extension of the term of this Agreement
pursuant to Section 7 hereof, the date described in (iii) above shall
be automatically extended by the term of such extension. Subject to
Section 2 hereof, the AUTHORITY will use its best efforts to construct
the necessary facilities and commence delivery of water to the COMPANY
on or prior to September 1, 1984.

7. Extension - This Agreement may be extended for additional ten-year
periods after the expiration of the initial contract period referred to
in clause (iii) of Section 5 above with the written consent of both the
AUTHORITY and the COMPANY. In order to effect such an extension, the
COMPANY must give written notification of each such election no later
than two years prior to the last day of the immediately preceding term.
The AUTHORITY shall, no later than 90 days after receipt of such
notice from the COMPANY, give the COMPANY written notice of either its
approval or its disapproval, as the case may be, of such extension. The
terms and conditions applicable to any such period of extension shall be
the same as provided herein.

8. Metering - The parties hereto agree that metering shall be considered
to be a part of the Project and the obligations of the parties with
respect to metering shall be on the same terms and conditions as
provided for herein with respect to other portions of the Project.
Notwithstanding anything herein to the contrary, the AUTHORITY shall
have ownership of such meters and the right and obligation to maintain
such meters. The meters shall be tested at six-month intervals and if
there is a meter error of five percent or more, adjustment will be made
to the COMPANY's water service charge on the basis of one-half the time
elapsed since the last test of the meter in question, unless the exact
period of existence of said error can be conclusively established. In
the event of loss of registration of flow during any month, the COMPANY
will be deemed to have consumed during such month an amount of water
equal to the historical average monthly consumption by the COMPANY for
such month, determined by dividing (x) the sum of the consumption by
the COMPANY for such month in each year commencing with the first such
month after the Purchase Effective Date and extending to and including
such month in the immediately preceding year, by (y) that number which
represents the total number of years elapsed since the first such month
after the Purchase Effective Date; provided that if such loss of
registration should occur prior to twelve months after the Purchase
Effective Date, the COMPANY will be deemed to have consumed during such
month an amount of water equal to that consumed by it during the
immediately preceding month.


Page Seventeen

9. Cost of Water to be Delivered - The cost to the COMPANY of water
delivered pursuant to this Agreement will be computed using the cost
allocations detailed in the study entitled "Wholesale Rate Study"
prepared by Guastella Associates, Inc., and dated June 27, 1983, which
cost to the COMPANY as of the date hereof would be $680 per million
gallons. It is agreed that this study and the cost allocations detailed
therein will be updated at the time of each of the AUTHORITY'S rate
cases subsequent to the date of this Agreement. It is agreed that with
respect to each such updating: (i) the amount used for expenditures will
be based on the operating and maintenance budget used for rate making
purposes, and will include any adjustments made during the rate making
process; (ii) book value of Utility Plant will be based on the
AUTHORITY's most recent annual filing with the Connecticut Department of
Public Utility Control; and (iii) the percentages used to allocate
expenditures to general service, as used on Schedule B and Schedule C-1
of said study, will not change during the term (including any extension
pursuant to Section 7 hereof) of this Agreement.

     The AUTHORITY will invoice the COMPANY each month for the cost of
the full amount of water delivered during the previous month. The
COMPANY will pay to the AUTHORITY the amount set forth on each invoice
no later than 30 days after the date thereof.

10. Approvals - It is understood by the parties that this Agreement is
subject to approval by all agencies and regulatory bodies of the State
of Connecticut which have jurisdiction with respect hereto, including
without limitation the Department of Public Utility Control, the
Department of Health Services and the Department of Environmental
Protection, and is also subject to the approval of the Representative
Policy Board of the AUTHORITY. The AUTHORITY and the COMPANY agree to
cooperate and use their best efforts in. securing all necessary
approvals.

11. Force Majeure - The AUTHORITY shall have no liability of any type
whatsoever to the COMPANY or any other party for any failure, or as a
result of any failure, to perform any obligation under this Agreement,
which failure is occasioned by or in consequence of any act of God,
act of public enemy, war, blockage, insurrection, riot, epidemic, land
slide, lightning, earthquake, fire, storm, flood, washout, civil
disturbance, power failure, explosion, breakage or accident to machinery
or lines of pipe, failure or want of water supply, binding order, decree,
regulation or judgment of any court or governmental authority, or any
other cause, whether of the kind herein enumerated or otherwise, not
within the control of the AUTHORITY which act, omission, or circumstance
the AUTHORITY is unable to prevent or overcome by the exercise of due
diligence.


Page Eighteen

12. Indemnification - Subject to Section 11 hereof, the AUTHORITY and
the COMPANY each hereby agree to indemnify and hold harmless the other
against all costs, fees, expenses, damages and losses of any type or
nature which may be incurred as a result of the breach of any of the
terms of this Agreement by the other party.

13. Non-Assignability - This Agreement shall inure to the benefit of the
parties hereto and their successors; neither this Agreement nor the
rights or obligations of the parties hereunder may be assigned to any
other party, either in whole or in part, by either party hereto without
the written consent of the other party hereto. For the purposes of this
Section 13, the term "successor" shall be deemed to include any entity
which purchases substantially all of the assets of either the AUTHORITY
or the COMPAMY, as well as any successor through merger to either the
AUTHORITY or the COMPANY.

14. Default - Upon the occurrence of any event of default hereunder, all
sums due to the AUTHORITY to date shall immediately become due and
payable. In addition to any other remedy provided for hereunder, upon
the occurrence of any event of default hereunder, the AUTHORITY shall
have the right, at its sole option, to terminate the supply of water
service to the COMPANY and to exercise all rights and remedies available
to it either at law or in equity. Each of the following shall be
deemed to be an event of default hereunder:

     a.  The COMPANY fails to promptly observe, perform or comply with
         any obligation, condition, or covenant to be observed,
         performed, or complied with by the COMPANY hereunder.

     b.  The COMPANY fails to pay to the AUTHORITY any amount due
         hereunder on or prior to the 30th day after the date of the
         invoice with respect to such amount.

     c.  The COMPANY makes an assignment for the benefit of creditors
         or is generally unable to pay its debts as they become due;
         or a decree or order appointing a receiver, custodian or
         trustee for it or for substantially all of its properties is
         entered and, if entered without its consent, remains in effect
         for more than 30 days; or the COMPANY commences a voluntary
         case under any law relating to bankruptcy, insolvency,
         reorganization or other relief of debtors or any such case of
         an involuntary nature is filed against it and is consented to
         by it or, if not consented to, is not dismissed within 30 days.


Page Nineteen

15. Further Assurances - The COMPANY and the AUTHORITY each agrees to
perform all other acts and execute and deliver all other documents
reasonably requested by the other to facilitate and complete
construction of the project and to carry out the intent and purposes of
this Agreement, including without limitation the execution and delivery
by the COMPANY of such documents, instruments and agreements as are
necessary to grant to the AUTHORITY such easements and rights of access
as are resonably necessary for the construction and maintenance of the
Project.

16. Trade Secrets - The COMPANY and the AUTHORITY each agree that in
the event it shall obtain any trade secret or other information of a
confidential nature relating to the other, such information will be held
in confidence and not be disclosed to any other person or party.

17. Notice - Any notice or demand given pursuant to this Agreement shall
be deemed to have been given in accordance with the terms hereof when
delivered in person to the persons designated below or their successors
or permitted assigns, or when sent by registered mail, return receipt
requested, postage prepaid, addressed as follows:

                           If to the COMPANY:

                           The Ansonia Derby Water Company
                           230 Beaver Street
                           Ansonia, Connecticut 06401
                           Attn:     John B. Dearborn
                                     President

                           If to the AUTHORITY:

                           South Central Connecticut
                           Regional Water Authority
                           90 Sargent Drive
                           New Haven, Connecticut 06511-05966
                           Attn:     George E. Block, Jr.
                                     Director of Engineering

Either party may change its address or addresses by notice to the other
party.

18. Governing Law - This Agreement is being delivered in, and shall be
construed and interpreted according to the laws of, the State of
Connecticut.


Page Twenty

     IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals this 18th day of January, 1984.


                                          SOUTH CENTRAL CONNECTICUT
                                          REGIONAL WATER AUTHORITY


                                          By: ___________________________
                                               Its


                                          THE ANSONIA DERBY WATER COMPANY


                                          By: ___________________________
                                               Its



Page Twenty-One

             [Letterhead of Regional Water Authority]




December 29, 1988




Mr. Aldore J. Rivers, President
The Ansonia Derby Water Company
230 Beaver Street
Ansonia, CT 06401


Dear Mr. Rivers:


Approval of Extension for Ten-Year Period of the Agreement to Purchase
Water by and Between the South Central Connecticut Regional Water
Authority and The Ansonia Derby Water Companv Dated January 18. 1984 as
Amended by Letter Agreement Dated November 8. 1984

In response to your written request dated November 8, 1988 to extend the
above Agreement for a ten-year period, the South Central Connecticut
Regional Water Authority ("Authority") approves said request and the
contract period is herewith extended pursuant to Section 7 of the
Agreement from December 3, 1991 to December 3, 2001. For convenience,
this Letter Agreement will be referred to as Amendment Number 2 to the
Agreement.

Will you kindly indicate the acceptance of The Ansonia Derby Water
Company by signing below and returning the executed counterpart of this
Letter Agreement to the undersigned.

SOUTH CENTRAL CONNECTICUT REGIONAL WATER AUTHORITY



By_______________________
   Richard P. McHugh
   Its Executive Director


                                     THE ANSONIA DERBY WATER COMPANY



                                      By ____________________________
                                          Aldore J. Rivers
                                          Its President



Page Twenty-Two

   [Letterhead of South Central Connecticut Regional Water Authority]




November 8, 1984

                                                       RECEIVED
The Ansonia Derby Water Company
230 Beaver Street
Ansonia, Connecticut 06401                            NOV 1 3 1984
Attention: John B. Dearborn                         THE ANSONIA DERBY
                                                      WATER COMPANY
Gentlemen:

SOUTH CENTRAL CONNECTICUT REGIONAL WATER AUTHORITY (the "AUTHORITY")
hereby agrees with you to amend the Agreement to Purchase Water dated
January 18, 1984, between the AUTHORITY and you (the "Agreement") and
such Agreement is hereby amended as follows:

    1. Section 1 of the Agreement is amended by deleting the word "size"
       in the second sentence thereof and inserting in lieu thereof the
       word "location."

    2. Section 1 of the Agreement is further amended by deleting the
       comma following the word "pipeline" in the second sentence
       thereof, and by deleting the phrase "its location and necessary
       control facilities" from the second sentence thereof.

    3. Section 4 of the Agreement is amended by inserting the phrase
       (the "Annual Minimum")" in the second sentence thereof between
       the words "year" and "during", and by inserting the phrase
       "(the "Monthly Minimum")" in the second sentence thereof between
       the words "month" and "during".

    4. Section 4 of the Agreement is further amended by inserting the
       following as the second paragraph thereof:

           If the COMPANY should fail to take the Monthly Minimum in
           any calendar month included in the term of this Agreement
           and during such calendar month such Monthly Minimum was
           available for deliver at the point of delivery to the
           COMPANY, then the COMPANY shall be deemed to have taken
           and the AUTHORITY shall be deemed to have delivered the
           Monthly Minimum during such month. If the COMPANY should
           fail to take the Annual Minimum in any calendar year
           included in the term of this Agreement (including for
           purposes of determining the amount taken during any such
           calendar year all amounts previously deemed to have been
           taken during such year) and during such calendar year such
           Annual Minimum was available for delivery at the point of
           delivery to the COMPANY, then the COMPANY shall be deemed
           to have taken and the AUTHORITY shall be deemed to have


Page Twenty-Three

           delivered during December of such year that amount of water
           equal to the difference between the Annual Minimum and the
           amount of water taken during such calendar year (including
           for purposes of determining the amount taken during any such
           calendar year all amounts previously deemed to have been
           taken during such year). In the event any partial calendar
           year is included in the term of this Agreement, then the
           COMPANY shall be deemed to have taken during the last
           calendar month so included that amount of water, if any,
           necessary in order to result in the ratio of (w) water taken
           during such partial calendar year (including for purposes of
           determining the amount taken during any such partial calendar
           year all amounts previously deemed to have been taken during
           such calendar year) to (x) the Annual Minimum being greater
           than or equal to the ratio derived by dividing (y) the number
           of calendar months in such partial year by (z) 12; provided,
           however, that during such partial calendar year an amount of
           water equal to (i) the Annual Minimum divided by (ii) the
           number of calendar months in such partial calendar year must
           have been available for delivery at the point of delivery to
           the COMPANY.

5. Section 5 of the Agreement is amended by deleting the phrase "the
point of metering (which shall be considered to be the point of
delivery)" in the first sentence thereof and inserting in lieu thereof
the phrase "the downside face of the meter located at the end of the
connecting pipeline referred to in Section 1 of this Agreement (which
for all purposes of this Agreement shall be deemed to be the point of
delivery)".

6. Section 9 of the Agreement is amended by inserting in the first
sentence of the second paragraph thereof between the words "delivered"
and "during" the phrase "(or deemed to be delivered)". If the foregoing
amendment is satisfactory to you, please so indicate by signing the
acceptance at the foot of a counterpart of this letter and return such
counterpart to the AUTHORITY, whereupon this Amendment to the Agreement
will become binding between us in accordance with its terms and as if
fully set forth in the Agreement.

THE ANSONIA DERBY WATER COMPANY           SOUTH CENTRAL CONNECTICUT
                                           REGIONAL WATER AUTHORITY


By ____________________________           By ___________________________
    Its                                       Its