
                                                                     Exhibit 2.1

                          REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT  ("Agreement") is entered into as of December
__, 1992, among SJW CORP., a California corporation (the "Company"),  and ROSCOE
MOSS, JR. and GEORGE E. MOSS, each an individual  (collectively,  the "Principal
Shareholders" and individually, a "Principal Shareholder").

This  Agreement is made  pursuant to the Stock  Exchange  Agreement  dated as of
August 20, 1992 (as  amended  October 21,  1992) by and among the  Company,  the
Principal  Shareholders,  Roscoe Moss Company, a California  corporation ("RMC")
and the  other RMC  shareholders  (the  "Exchange  Agreement").  To  induce  the
Principal  Shareholders  to enter into the Exchange  Agreement,  the Company has
agreed to  provide  the  registration  rights set forth in this  Agreement.  The
execution of this  Agreement  is a condition  to the closing  under the Exchange
Agreement.

         The parties hereto hereby agree as follows:

     1.  Definitions.

         1.1 "Holder" or "Holders".  The term  "Holder" or "Holders"  shall mean
(i) the Principal Shareholders,  for as long as they hold shares of Common Stock
(as  defined  below)  issued  pursuant  to the  Exchange  Agreement,  and (ii) a
transferee or  transferees  of any of such Common Stock entitled to the benefits
of this Agreement pursuant to Section 7 below.

         1.2 "Common  Stock".  The term "Common  Stock" shall mean the Company's
common stock, par value $3.125 per share.

         1.3 "Registrable  Securities".  The term "Registrable Securities" shall
mean (i) the Common Stock issued pursuant to the Exchange Agreement and (ii) any
other equity  securities  of the Company  issued in exchange for any such Common
Stock (including upon recapitalizations)  which cannot be publicly resold by the
Holder thereof without  restriction  except  pursuant to registration  under the
Securities Act of 1933, as amended ("Securities Act"), or an available exemption
thereunder.  For the  purposes  of this  Agreement,  securities  subject to this
Agreement  will  cease to be  Registrable  Securities  when (a) they  have  been
registered  under the Securities Act, the  registration  statement in connection
therewith has been declared effective and they have been disposed of pursuant to
such effective  registration  statement by the Holders, (b) they are distributed
to the public  pursuant  to Rule 144 (or any  similar  provision  then in force)
under the  Securities Act or (c) they have been  otherwise  transferred  and new
certificates  or other evidences of ownership for them not bearing a restrictive
legend  and not  subject  to any stop  transfer  order or other  restriction  on
transfer  have been  delivered  by the  Company in  compliance  with  applicable
securities laws.

     2.  Demand Registration.

         2.1 Registration  Rights.  The Holders of Registrable  Securities shall
have the right  upon the  affirmative  vote of at least  40% of the  Registrable
Securities to require that the Company register,  using a registration statement
in such form as is then available to the Company under the  Securities  Act, the
Registrable  Securities and the Company shall use its reasonable best efforts to
have such Registrable  Securities registered by the Company under the Securities
Act. In  addition,  the Company  shall be  obligated to file and cause to become
effective,  when  requested  by any Holder or  Holders  and at such time as such
registration  is  available,  a  registration  statement in such form as is then
available to the Company under the  Securities  Act, with respect to at least an
aggregate of 85,000 shares of Registrable  Securities.  The managing underwriter
of any  offering  pursuant to this  Section  2.1, if any,  shall be a nationally
recognized  investment  banking  firm  selected  by the  affirmative  vote  of a
majority of Registrable  Securities held by participating Holders and reasonably
acceptable  to the  Company.  If, in the  reasonable  judgment  of the  managing
underwriter,  if  any,  the  inclusion  of  all of  the  participating  Holders'
Registrable  Securities  would  interfere  with the  successful  marketing  of a
smaller offering, then the total number of Registrable Securities to be included
in the registration statement shall be reduced pro rata among such participating
Holders,  based  upon the  dollar  amount of  Registrable  Securities  that each
participating  Holder had  requested  initially to be included in the  offering,
until the required level is obtained.

         2.2 Terms and  Conditions.  All  registrations  pursuant to Section 2.1
shall be made in accordance with the following terms and conditions:

                  (a) Notice.  The  participating  Holders  shall furnish to the
     Company  written notice stating:  (i) the number of Registrable  Securities
     desired to be registered;  (ii) the proposed plan of distribution  for such
     securities;  (iii) the  approximate  date on which such Holders  desire the
     registration statement for such Registrable Securities to become effective;


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                  (b) Information to Be Provided by the  Participating  Holders.
     Each  participating  Holder  shall  furnish to the Company all  information
     regarding  both  itself  and the  proposed  plan of  distribution  which is
     required for inclusion in the registration statement;

                  (c) Filing  Under State  Securities  Laws.  The Company  shall
     effect all  filings  under  state  securities  laws that any  participating
     Holder  may   reasonably   request  and  take  such  other  action  as  any
     participating  Holder may  reasonably  request to facilitate  the offer and
     sale of the  Registrable  Securities;  provided,  that such action does not
     require the Company to register as a dealer in such state;

                  (d) Expenses. The Company shall pay all reasonable fees, costs
     and expenses  incurred in connection with all registration or qualification
     of  Registrable  Securities  under  the  Securities  Act  and  under  state
     securities laws pursuant to Section 2.1, including, without limitation, all
     reasonable  registration,  filing and  qualification  fees,  printers'  and
     accounting  fees, fees and  disbursements  of counsel for the Company,  and
     reasonable  fees  and   disbursements   of  one  Special  Counsel  for  the
     participating Holders ("Special Counsel"); provided, that the participating
     Holders shall bear their pro rata share of the  underwriting  discounts and
     commissions,  if any,  based upon their share of the total number of shares
     offered and that each participating Holder shall bear all fees and expenses
     of its own counsel, other than the Special Counsel, if any;

                  (e) Number of Registrations. The Company shall be obligated to
     effect only one registration pursuant to Section 2.1 on Form S-1 or S-2 (or
     their  equivalent  successor forms) if such forms are then available to the
     Company under the Securities Act and shall be obligated to effect up to ten
     registrations  pursuant  to  Section  2.1 on Form  S-3  (or its  equivalent
     successor  form) if such form is then  available  to the Company  under the
     Securities Act; provided, that the Company shall not be obligated to file a
     registration statement on Form S-3 within 180 days of the effective date of
     any prior registration  statement on Form S-1, S-2 or S-3, and no more than
     three  registration  statements  on  Form  S-3  per  calendar  year.  If  a
     registration  statement fails to become  effective  pursuant to Section 2.1
     for any reason  other than a request for  withdrawal  by the  participating
     Holders,   then  such  registration  shall  not  be  counted  as  a  demand
     registration pursuant to Section 2.2(e) herein; and

                  (f) Exclusivity.  The Company agrees that it shall not, except
     with the  written  consent  of a  majority  of the  participating  Holders,
     include in any registration  statement filed at the participating  Holders'
     request any other offering or sale of shares by the Company or by the other
     shareholders of the Company if, in the reasonable  judgment of the managing
     underwriter,  if any, such inclusion would be materially prejudicial to the
     participating  Holders'  offering.  If the Company or other shareholders of
     the  Company do  include,  with the  participating  Holders'  consent,  the
     offering  of  their  shares  in any  registration  statement  filed  at the
     participating  Holders' request,  then all reasonable  expenses relating to
     such  registration  shall be borne pro rata  among the  Company,  the other
     shareholders  and the  participating  Holders  according  to the  number of
     shares offered by each  participant;  provided,  that the Company shall pay
     all reasonable  fees,  costs and expenses of the  participating  Holders as
     required by Section 2.2(d).

                  (g)  Termination  of Rights.  Notwithstanding  anything to the
     contrary contained in this Agreement,  the registration rights set forth in
     this Section 2 shall terminate with respect to each Holder who may sell his
     Registrable  Securities to the public without registration with the SEC (as
     defined below) and without volume limitations on such sale or sales.

     3.  Incidental Registration.

         3.1 Reasonable Efforts Obligation. The Company agrees that each time it
proposes to file a registration  statement (other than a registration  statement
relating  solely to the  issuance  of Company  securities  pursuant  to employee
benefit  plans  or  the  distribution  of  Company  securities  in a  merger  or
acquisition)  under the  Securities Act for the proposed sale for cash of shares
of its Common  Stock on a form that would also  permit the  registration  of the
Registrable  Securities,  the Company shall use all reasonable  efforts to cause
the Registrable Securities to be included in such registration statement.

         3.2 Terms and  Conditions.  All  registrations  pursuant to Section 3.1
shall be subject to the following terms and conditions:

                  (a)  Notice.  The Company  shall give to the  Holders  written
     notice of the proposed  registration prior to filing. To participate in the
     registration,  a Holder must  notify the Company in writing  within 20 days
     after  receipt of the notice from the Company  that such Holder  desires to
     participate  in the  registration  and indicate  the number of  Registrable
     Securities such Holder desires to sell;

                  (b) Number of Shares.  Each  participating  Holder agrees that
     the number of Registrable  Securities which the participating Holders shall
     have the  right to  register,  if any,  shall be  determined  solely by the
     reasonable


<PAGE>

     judgment  of the  managing  underwriter,  if  any.  If,  in the  reasonable
     judgment  of  the  managing  underwriter,  if  any,  the  inclusion  of the
     participating  Holders'  Registrable  Securities  would  interfere with the
     successful marketing of a smaller offering, then the total number of shares
     to be  included  in the  registration  statement  shall be  reduced  to the
     required level as follows:

                           (i)  First,  the  number of shares  held by all other
holders of  securities  which have rights of  incidental  registration  shall be
reduced pro rata among such other holders until the required  level is obtained;
and

                           (ii) Second, if the required level cannot be obtained
even though all of the shares held by such other holders are eliminated from the
offering,  then the number of Registrable  Securities held by the  participating
Holders shall be reduced pro rata among such participating  Holders according to
the percentage that the number of shares of Registrable  Securities held by each
participating  Holder  bears to the  aggregate  number of shares of  Registrable
Securities  held by the  participating  Holders,  until  the  required  level is
obtained.

         Those shares which are excluded from the  registration  statement shall
be withheld from the market by the holders thereof for the period, not to exceed
120 days, which the managing  underwriter,  if any, reasonably  determines to be
necessary to effect the offering;  provided,  that the principal officers of the
Company have also agreed to such restrictions;

                  (c) Expenses.  With respect to each  inclusion of  Registrable
Securities in a registration  statement  pursuant to Section 3.1, all reasonable
fees,  costs and expenses of and incidental to such inclusion  shall be borne by
the Company;  provided, that the participating Holders shall bear their pro rata
share of the  underwriting  discounts  and  commissions,  if any,  and that each
Holder shall bear the fees and  expenses of its own counsel  other than those of
one Special counsel, which shall be borne by the Company;

                  (d) Information to Be Furnished by the Participating  Holders.
The  participating  Holders  shall  furnish  to  the  Company  such  information
regarding the participating  Holders and the proposed plan of distribution as is
required to be included in the registration statement; and

                  (e) Right to Terminate  Registration.  The Company  shall have
the right to  terminate  or  withdraw  any  registration  initiated  by it under
Section 3.1 prior to the effectiveness of such  registration  whether or not the
participating Holders have elected to include securities in such registration.

                  (f)  Termination  of Rights.  Notwithstanding  anything to the
contrary  contained in this Agreement,  the incidental  registration  rights set
forth in this Section 3 shall terminate with respect to each Holder who may sell
his Registrable  Securities to the public without  registration with the SEC (as
defined below) and without volume limitations on such sale or sales.

     4.  Additional  Registration  Procedures.  If, at any time and from time to
time,  the Company is required by the  provisions  of either  Section 2.1 or 3.1
hereinabove to effect the registration of shares of Registrable Securities under
the Securities Act, then the Company shall:

         4.1  Filing  of  Registration  Statement.  Prepare  and  file  with the
Securities  and  Exchange  Commission  (the "SEC") the  applicable  registration
statement with respect to the Registrable Securities and use its reasonable best
efforts  to cause such  registration  statement  to become and remain  effective
until the Registrable  Securities  covered by such  registration  statement have
been sold,  and prepare and file with the SEC  amendments  to such  registration
statement  and  supplements  to  the  prospectus  contained  therein  as  may be
necessary to keep such  registration  statement  effective until the Registrable
Securities covered by such registration statement have been sold.

         4.2 Underwriting Agreement. Enter into a written underwriting agreement
in customary form and substance  reasonably  satisfactory to the Company and the
managing underwriter or underwriters, if any, of the offering of the Registrable
Securities.  The  Company  acknowledges  that such  underwriting  agreement  may
contain  restrictions on the Company's ability to offer equity securities but in
no event shall the Company be  obligated to refrain  from  marketing  its equity
securities for longer than 120 days after the effective date of any registration
statement filed by the Company.

         4.3 Copies of Documents.  Furnish to the  participating  Holders and to
the  underwriters of the securities  being  registered,  if any, such reasonable
number of copies of the registration statement,  preliminary  prospectus,  final
prospectus  and  such  other  documents  as such  Holders  or  underwriters  may
reasonably request.

         4.4  Notice  of  Effectiveness.   Notify  the  participating   Holders,
reasonably promptly after it shall receive notice thereof, of the time when such
registration  statement has become effective,  or a supplement to any prospectus
forming apart of such registration statement has been filed.

         4.5 Notice of Amendments.  Notify such Holders  reasonably  promptly of
any request by the SEC for the amending or  supplementing  of such  registration
statement or prospectus or for the provision of additional information.

         4.6 Filing of Amendments. Prepare and file reasonably promptly with the
SEC, and notify reasonably promptly such Holders of the filing of such amendment
or supplement to such  registration  statement or prospectus as may be necessary
to  correct  any  statements  or  omissions  if, at the time  when a  prospectus
relating to such  securities  is required to be delivered  under the  Securities
Act,  the  principal  officers  of the  Company are on notice that any event has
occurred as the result of which any such  prospectus or any other  prospectus as
then in effect  would  include an untrue  statement of fact or omit to state any
fact  necessary to make the  statements  therein not  misleading in light of the
circumstances in which they were made.


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         4.7 Amendment of Prospectus.  If, within 150 days of the  effectiveness
of the applicable registration statement, any such Holder or underwriter for any
such  Holder,  if any, is required  to deliver a  prospectus  at a time when the
prospectus  then in effect may no longer be used under the Securities  Act, then
prepare reasonably promptly upon written request such amendment or amendments to
such  registration  statement  and such  prospectus  or  prospectuses  as may be
necessary to permit compliance with the requirements of the Securities Act.

         4.8 Notice of Stop  Orders.  Advise such  Holders  reasonably  promptly
after it receives notice or obtains  knowledge  thereof,  of the issuance of any
stop  order  by the  SEC  suspending  the  effectiveness  of  such  registration
statement or the  initiation or  threatening  of any proceeding for that purpose
and reasonably  promptly use its reasonable best efforts to prevent the issuance
of any stop  order or to obtain  its  withdrawal  if such stop  order  should be
issued.

         4.9  Opinion of Counsel  and  Accountant's  Letter.  At the  reasonable
request of any such Holder,  furnish on the effective  date of the  registration
statement and, if such registration includes an underwritten public offering, at
the closing provided for in the underwriting:

                           (i)  an  opinion  of  the  counsel  representing  the
Company for the purposes of such registration, addressed to the underwriters, if
any, and to the Holders making such request,  covering such matters with respect
to the registration  statement,  the prospectus and each amendment or supplement
thereto,  proceedings  under state and federal  securities  laws,  other matters
relating to the Company, the securities being registered, and the offer and sale
of such  securities  as are  customarily  the  subject of  opinions  of issuer's
counsel provided to underwriters in underwritten public offerings; and

                           (ii) a letter  dated as of each such  date,  from the
independent  certified  public  accountants  of the  Company,  addressed  to the
underwriters,  if any, and to the Holders making such request, stating that they
are  independent   certified  public  accountants  within  the  meaning  of  the
Securities  Act  and  that in the  opinion  of such  accountants  the  financial
statements and other financial data of the Company  included in the registration
statement,  the prospectus or any amendment or supplement  thereto comply in all
respects with the applicable accounting  requirements of the Securities Act, and
additionally   covering  such  other  financial  matters,   including,   without
limitation, information as to the period ending not more than five calendar days
prior to the date of such letter with respect to the registration  statement and
prospectus,  as the  underwriters,  if  any,  or  such  requesting  Holders  may
reasonably request.

         4.10 Objectionable Amendments.  Not file any amendment or supplement to
each  registration  statement or  prospectus to which a majority of such Holders
has reasonably  objected on the grounds that such  amendment or supplement  does
not comply in all respects with the  requirements  of the  Securities Act or the
rules and  regulations  there under,  having been  furnished with a copy thereof
prior to the filing thereof.

     5.  Indemnification

         5.1  Indemnification  by Company.  The Company shall indemnify and hold
harmless the Holders, any underwriter (as defined in the Securities Act) for the
Holders,  and each person who  controls  any Holder or any  underwriter  for any
Holder within the meaning of the  Securities  Act,  from and against,  and shall
reimburse   such  persons  with  respect  to,  any  and  all  losses,   damages,
liabilities,  costs or  expenses  to which  they may  become  subject  under the
Securities  Act, or  otherwise,  insofar as such losses,  damages,  liabilities,
costs or expenses are caused by any untrue statement or alleged untrue statement
of any  fact  by the  Company  contained  in any  registration  statement  filed
pursuant to the provisions of this Agreement,  any prospectus contained therein,
or any  amendment or supplement  thereto,  or arise out of or are based upon the
omission or alleged  omission by the Company to state therein a fact required to
be stated  therein or necessary to make the statements therein,  in light of the
circumstances  in which  they were  made,  not  misleading;  provided,  that the
Company shall not be liable in any such case to the extent that any such losses,
damages, liabilities, costs or expenses arise out of or are based upon an untrue
statement or alleged  untrue  statement  or omission or alleged  omission by the
Company so made in strict  conformity with information  furnished by the Holders
or any such  underwriter  in  writing  specifically  for use in the  preparation
thereof;  provided,  that the indemnity  contained in this Section 5.1 shall not
apply to amounts paid in  settlement of any such losses,  damages,  liabilities,
costs or expenses  if such  settlement  is  effected  without the consent of the
Company.

         5.2 Indemnification by Holder. Each Holder,  severally but not jointly,
shall  indemnify  and hold  harmless  the Company  from and  against,  and shall
reimburse  the  Company,  any  underwriter  for the  Company  and any person who
controls  the  Company  or any such  underwriter  with  respect  to, any and all
losses, damages, liabilities,  costs or expenses to which the Company may become
subject under the Securities Act or otherwise,  insofar as such losses, damages,
liabilities,  costs or expenses  are caused by any untrue  statement  or alleged
untrue  statement of any fact  contained  in any  registration  statement  filed
pursuant to the provisions of this Agreement,  any prospectus contained therein,
or any  amendment or supplement  thereto,  or arise out of or are based upon the
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein,  in light of the  circumstances  in which they were  made,  not
misleading; in each case to the extent, but only to the extent, that such untrue
statement, or alleged untrue statement, or omission, or alleged omission, was so
made  in  reliance  upon  and in  strict  conformity  with  written  information
furnished  by  such  Holder  specifically  for use in the  preparation  thereof;
provided,  that the  indemnity  contained in this Section 5.2 shall not apply to
amounts paid in settlement of any such losses,  damages,  liabilities,  costs or
expenses if such settlement is effected without the consent of such Holder.

         5.3 Conduct of Indemnification  Proceedings.  Reasonably promptly after
receipt  by an  indemnified  party of  notice,  pursuant  to the  provisions  of
Sections 5.1 and 5.2, of the  commencement  of any action  involving the subject
matter of the foregoing indemnity provisions, such indemnified party shall, if a
claim  thereof is to be made  against  the  indemnifying  party  pursuant to the
provisions  of  Sections  5.1 and  5.2,  notify  the  indemnifying  party of the
commencement


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thereof,  but the omission to notify the indemnifying party shall not relieve it
from any  liability it may have to any  indemnified  party  thereunder.  If such
action  is  brought  against  any  indemnified  party and it  notifies  the then
indemnifying  party of the commencement  thereof,  then the  indemnifying  party
shall have the right to  participate  in,  and,  to the extent that it may wish,
jointly with any other  indemnifying  party  similarly  notified,  to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party,
and, after notice from the indemnifying  party to such indemnified  party of its
election so to assume the defense thereof,  the indemnifying  party shall not be
liable to such  indemnified  party  pursuant to the provisions of Section 5.1 or
5.2, as  applicable,  for any legal or other expenses  subsequently  incurred by
such  indemnified  party in  connection  with the  defense  thereof,  other than
reasonable costs of investigation.

     6. Reporting  Requirements  Under the Securities  Exchange Act of 1934. The
Company shall timely file such information, documents and reports as the SEC may
require or prescribe under either Section 13 or 15(d)  (whichever is applicable)
of the Securities Exchange Act of 1934, as amended ("Exchange Act"). The Company
shall  thereafter,  whenever  reasonably  requested  by any Holder,  notify such
Holder in writing  whether the Company's  has, as of the date  specified by such
Holder,  complied  with the Exchange Act reporting  requirements  to which it is
subject for a period  prior to such date as shall be  specified  by such Holder.
The  Company  acknowledges  and agrees  that the  purposes  of the  requirements
contained  in this  Section 6 are:

                  (i) to  enable  any such  Holder to  comply  with the  current
public information  requirement contained in Paragraph (b) of Rule 144 under the
Securities  Act should such Holder ever wish to dispose of any of the securities
of the Company acquired by it without  registration  under the Securities Act in
reliance  upon Rule 144 (or any  equivalent  successor  provision);  and

                  (ii) to  qualify  the  Company  for  the  use of  registration
statements  on Form S-3,  or its  equivalent  successor  form,  with  respect to
secondary  distributions.  In  addition,  the  Company  shall  take  such  other
reasonable measures and file such other information,  documents,  and reports as
shall  hereafter  be required by the SEC as a condition to the  availability  of
Rule 144 under the Securities Act (or any equivalent successor provision).

     7.  Transferees.  The rights contained in this Agreement shall inure to the
benefit  of any  transferee  of a Holder  receiving  a number  of shares of such
Holders'  Registrable  Securities  equal to or greater  than ten  percent of the
Company's  then  outstanding  shares of  Common  Stock;  provided,  that (a) the
Company is, within a reasonable time after such transfer, furnished with written
notice of the name and address of such transferee and the Registrable Securities
with respect to which such registration  rights are being transferred as well as
a copy of a duly executed written instrument in form reasonably  satisfactory to
the  Company  by  which  such  transferee  assumes  all of the  obligations  and
liabilities  of its  transferor  hereunder and under the Affiliate  Agreement of
such  transferor  referred to in the Exchange  Agreement  and agrees to be bound
hereunder  and  thereunder;   and  (b)   immediately   following  such  transfer
disposition of such Registrable Securities by the transferee is restricted under
the Securities Act.

     8.  Stand-Off  Agreement.  The Holders shall refrain from making any public
sale or  distribution  of the  Company's  equity  securities  during  the period
commencing  7 days  prior  to,  and  expiring  120 days  after,  a  registration
statement has become  effective,  if, but only if, the managing  underwriter  or
underwriters, if any, determine it necessary in order to effect the offering and
the Company's principal officers are subject to the same restrictions.

     9.  Miscellaneous.

         9.1 No  Inconsistent  Agreements.  The Company will not hereafter enter
into any agreement with respect to its  securities  which  materially  adversely
affects the rights  granted to the  Holders of  Registrable  Securities  in this
Agreement.  The Company  has not  previously  entered  into any  agreement  with
respect to any of its equity securities  granting any registration rights to any
person.

         9.2 Amendments and Waivers.  Except as otherwise  provided herein,  the
provisions of this Agreement may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the  provisions  hereof may not be given
unless the Company has agreed in writing  thereto and has  obtained  the written
consent of Holders of at least a majority  of the  Registrable  Securities  then
outstanding and the written consent of the parties hereto.  Notwithstanding  the
foregoing,  the addition of additional  parties hereto as "Holders"  pursuant to
Section 1.1 above shall not constitute an amendment,  modification or supplement
hereof.

         9.3 Notices.  All notices,  requests,  demands and other communications
required or  permitted  to be given  hereunder  shall be in writing and shall be
deemed to have been duly given (i) upon receipt, if delivered  personally,  (ii)
upon confirmation of receipt, if given by electronic  facsimile and (iii) on the
third business day following mailing,  if mailed  first-class,  postage prepaid,
registered or certified mail as follows:


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If to the Company:      SJW Corp.
                        374 West Santa Clara Street San Jose, CA 95196
                        Telecopier No.:(408) 279-7934
                        Attn:  W .R. Roth, Chief Financial Officer and Treasurer

With a copy to:         Brobeck, Phleger & Harrison One Market Plaza
                        Spear Street Tower
                        San Francisco, CA 94105
                        Telecopier No.: (415) 442-1010
                        Attn: Ronald B. Moskowitz, Esq.

If to the Shareholders: Roscoe Moss, Jr.
                        George E. Moss
                        c/o Roscoe Moss Company
                        4360 Worth Street
                        Los Angeles, CA 90063
                        Telecopier No.: (213) 263-4497

With a copy to:         Sheppard, Mullin, Richter & Hampton
                        333 South Hope Street, 48th Floor
                        Los Angeles, CA 90071
                        Telecopier No.: (213) 620-1398
                        Attn: John D. Hussey, Esq.

Any party may,  by notice  given to the other  parties in  accordance  with this
Section 9.4, designate another address,  telecopier number or person for receipt
of notice under this Agreement.

         9.4 Successors and Assigns.  Except as otherwise provided herein,  this
Agreement  shall inure to the benefit of and be binding upon the  successors and
assigns of each of the parties.

         9.5  Counterparts.  This  Agreement  may be  executed  in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

         9.6 Headings.  The headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

         9.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts made
and to be performed  wholly  within that State  without  regard to principles of
conflicts  of law.

         9.8  Severability.  In the event that anyone or more of the  provisions
contained  herein,  or the  application  thereof in any  circumstances,  is held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
any such provision in every other respect and the remaining provisions contained
herein shall not be affected or impaired thereby.

         9.9  Entire  Agreement.  This  Agreement,  together  with the  Exchange
Agreement,  is intended by the parties as a final  expression of their agreement
and intended to be a complete and  exclusive  statement  of the,  agreement  and
understanding  of the parties hereto in respect of the subject matter  contained
herein.  This Agreement,  together with the Exchange  Agreement,  supersedes all
prior  agreements  and  understandings  between the parties with respect to such
subject matter.

         9.10  Attorneys'  Fees. In any action or proceeding  brought to enforce
any provision of this  Agreement,  or where any  provision  hereof or thereof is
validly asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys' fees in addition to any other available remedy.


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                    SJW CORP.


                                    By:
                                         ------------------------------
                                           Title

                                    By:
                                         ------------------------------
                                           Roscoe Moss, Jr.

                                    By:
                                         ------------------------------
                                           George E. Moss


