AGREEMENT FOR A SUPPLY OF WATER BY MIDDLESEX WATER COMPANY TO THE BOROUGH OF HIGHLAND PARK

                                                                    Exhibit 10.1

                                    AGREEMENT

                              FOR A SUPPLY OF WATER

                                       BY

                             MIDDLESEX WATER COMPANY

                                     TO THE

                            BOROUGH OF HIGHLAND PARK







                          ----------------------------

                           Dated as of January 1, 2006

                           ----------------------------




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         This Agreement   (hereinafter referred to as the "Agreement") made as of
this 1st day of January 2006 between:

                  MIDDLESEX   WATER   COMPANY,   a public   utility and   corporation
                   organized   under   the laws of the   State of New   Jersey,   with
                  offices at 1500 Ronson Road, Iselin,   New Jersey   (hereinafter
                  referred to as "Middlesex"),

and the

                  BOROUGH OF HIGHLAND PARK, a municipal corporation of the State
                  of New Jersey (hereinafter referred to as "Highland Park").

                              W I T N E S S E T H:

         WHEREAS, Middlesex owns and operates a public water supply system; and

          WHEREAS,   Highland Park has requested   that   Middlesex   provide it with
additional supplies of water for private and public use; and

         WHEREAS, the parties intend that their Agreement for a Supply of Water,
dated as of October   24,   1995,   as   amended,   is to be   superseded   by this new
Agreement;

         Now   therefore,   in   consideration   of the   premises   and of the mutual
covenants herein contained, the parties agree that:

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1.        Supply of Water.

         Middlesex   agrees to supply Highland Park with water upon the terms and
conditions set forth herein.

2.        Term.

         This Agreement shall be binding upon execution by both parties. Service
under this Agreement   shall begin on or about January 1, 2006, and service under
this Agreement shall terminate on December 31, 2016.   However,   the terms of the
Agreement   shall remain in effect after   December 31, 2016 unless written notice
of intention to terminate the Agreement is given by either party at least thirty
(30) days prior to the end of such period. In the event that such notice has not
been   given,   the   Agreement   shall   remain in effect   until the   earlier of (a)
renewal or   modification   of the Agreement by consent of both parties,   or (b) a
date no less than   ninety (90) days after the date that   either   party   provides
written notification of termination.

3.        Rate.

         Highland Park shall pay for water delivered pursuant hereto at the rate
of $1,476.72   per million   gallons   according to Rate   Schedule No. 5 or as said
rate may be changed   from time to time with the   approval of the Board of Public
Utilities of the State of New Jersey,   or its successor   agency,   as required by
law (hereinafter referred to as the "Contract Rate").

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4.        Meter Stations/Delivery System.

         Water to be supplied   by   Middlesex   hereunder   shall be   delivered   to
Highland   Park   through   existing   interconnections   in   Suttons   Lane in Edison
adjacent to the railroad right of way, at Middlesex's Treatment Plant in Edison,
and through   such other points of delivery as may be agreed to from time to time
by the parties   (hereinafter   referred to as the "Meter Stations").   The parties
agree that Middlesex may install one or more   additional   interconnections   on a
large diameter transmission main (anticipated to be 36 or 42 inches in diameter)
planned for future   construction   by Middlesex   and extending   from   Middlesex's
Treatment   Plant   in   Edison,   through   the   Borough   of   Highland   Park,   to   a
transmission    main   or   other    facilities    of    Middlesex.    Any    additional
interconnections   with the Borough of Highland Park would be installed by mutual
agreement.   The general route for the   Transmission   Main is shown on Exhibit A.
(Said   transmission   main is   hereinafter   referred to as the "SRB   Transmission
Main" or the "Transmission   Main".) The SRB Transmission Main may be constructed
in phases.

         The parties agree that   Middlesex   may proceed when it deems   necessary
with the construction of the SRB Transmission   Main. The construction of the SRB
Transmission   Main and any service   connections (and meter chambers)   related to
the SRB Transmission Main shall be at the sole cost of Middlesex.   Highland Park
agrees   to   cooperate   and act in good   faith   in   connection   therewith   and in

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providing   and   obtaining    necessary   or   desirable    governmental    approvals,
authorizations,   rights of way and other actions.   Highland Park agrees to grant
to Middlesex or to acquire for Middlesex, by purchase, condemnation, exchange or
otherwise,   to the extent legally   authorized,   all lands,   and/or   easements in
Highland Park as are necessary or convenient for   Middlesex's   construction   and
use of the SRB   Transmission   Main,   and   for any   other   mains,   pipelines   and
appurtenances   necessary or   convenient   for water service to Hig