ASSET PURCHASE AGREEMENT

Asset Exchange Agreement

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This Asset Exchange Agreement involves

Barnstable Holding Company | Barnstable Water Company | BARLACO, Inc.

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Massachusetts Date: 3/31/2005
Industry: WATERU Law Firm: Palmer & Dodge LLP;Murtha Cullina LLP

Search Asset Exchange Agreement by:

EX-10.28

EXHIBIT 10.28

Execution Copy

ASSET PURCHASE AGREEMENT

among

the Town of Barnstable,

Connecticut Water Service, Inc.

the Barnstable Holding Company,

the Barnstable Water Company

and

BARLACO, Inc.

March 10, 2005

TABLE OF CONTENTS


			Page
SECTION 1		- SALE AND PURCHASE OF ASSETS		1
	1.1	Sale of Assets		1
	1.2	Satisfaction of Note		2
	1.3	Excluded Liabilities		2
	1.4	Purchase Price and Payment		3
	1.5	Transfer of Purchased Assets		3
	1.6	Delivery of Records and Contracts		3
	1.7	Closing		3
SECTION 2		- REPRESENTATIONS AND WARRANTIES OF THE SELLER, PARENT, AND BHC		4
	2.1	Organization and Qualification		4
	2.2	Authority to Execute and Perform Agreements		4
	2.3	Capitalization		4
	2.4	Financial Statements		4
	2.5	No Material Adverse Change		5
	2.6	Tax Matters		5
	2.7	Compliance with Laws		6
	2.8	Consents; No Breach		7
	2.9	Actions and Proceedings		7
	2.10	Contracts and Other Agreements		7
	2.11	Real Property		8
	2.12	Tangible Property		8
	2.13	Title to Assets; Liens		8
	2.14	Absence of Undisclosed Liabilities		9
	2.15	Insurance		9
	2.16	Brokerage		9
	2.17	Hazardous Materials		9
SECTION 3		- REPRESENTATIONS AND WARRANTIES OF THE BUYER		10
	3.1	Authority to Execute and Perform Agreements		10
	3.2	Brokerage		10

-i-

TABLE OF CONTENTS
(continued)


			Page
	3.3	Actions and Proceedings		11
	3.4	No Breach		11
SECTION 4		- COVENANTS AND AGREEMENTS		11
	4.1	Conduct of Business		11
	4.2	Continued Effectiveness of Representations and Warranties		12
	4.3	Taxes		12
	4.4	Corporate Examinations and Investigations		13
	4.5	Expenses		13
	4.6	Authorization from Others		13
	4.7	Consummation of Agreement		14
	4.8	Collection of Assets		14
	4.9	Use of Name		14
	4.10	Further Assurances		14
	4.11	Related Agreements		14
	4.12	Insurance		14
SECTION 5		- CONDITIONS PRECEDENT TO THE OBLIGATION OF THE BUYER TO CLOSE		15
	5.1	Representations, Warranties and Covenants		15
	5.2	Third Party Consents		15
	5.3	Management Agreement		15
	5.4	BARLACO Purchase and Sale Agreement		15
	5.5	Opinion of Counsel to the Seller		15
	5.6	Litigation		15
	5.7	Delivery of Instruments of Transfer		16
	5.8	No Material Change		16
	5.9	Seller Name Change and Discharge of Liabilities; Insurance		16
	5.10	Massachusetts Tax Waivers		16
	5.11	Financing		16
	5.12	Barnstable Town Council Approval		16
	5.13	Payment of Discharge Amount