Logo     CALIFORNIA WATER SERVICE COMPANY
Omitted  1720 North First Street - San Jose, CA 95112 4598 - (408)367-8200

Peter C. Nelson
President & Chief Executive Officer
February 15, 2006

Mr. Martin Kropelnicki
113 Chapel Hill Road
Novato, California

Dear Marty:


It gives me great pleasure to welcome you to California Water Service Company as
its Vice President,  Chief Financial Officer and Treasurer. You will assume your
responsibilities on March 13, 2006.

Your salary has been established by the Board of Directors at $285,000 per year.
As Vice  President,  CFO and Treasurer you will also be entitled to the benefits
accorded to officers of the Company,  including vacation at your discretion each
year, a vehicle in accordance with the Company guidelines for officers,  $75,000
in relocation  expenses (move to be completed within two years),  hotel expenses
in San Jose  until you move and  other  benefits  as  outlined  in the  attached
summary.

In accordance with company policy we ask that you provide us with a current copy
of your DMV report and participate in a drug and alcohol  screening test.  Cindy
Wolfrum  will  contact  you  to  make   arrangements  to  accompany  you  to  US
HealthWorks.

The entire  Board of  Directors  is looking  forward to meeting you on March 22,
2006.

Please acknowledge your acceptance in writing for documentation purposes.

Sincerely,

/s/ Pete Nelson
- ---------------

cc: C McFarlane


$45 K grossed up per Pete Nelson on 2/17/06

/s/ M. Kropelnicki
- ------------------



                        CALIFORNIA WATER SERVICE COMPANY
                            OFFICER EMPLOYEE BENEFITS


1.   MEDICAL DENTAL & VISION. Two month waiting period. Premium is $16 per month
     per employee.  $100 Medical  deductible  per  individual - $300 maximum per
     family.  Maternity  benefits  same as any other  illness other than a basic
     $500 paid to Doctor.  $3,000 basic hospitalization paid at 100%. $1,000,000
     lifetime maximum with major medical paid at 80% of reasonable and customary
     charge.  $50 Dental  deductible  per  individual - $150 maximum per family.
     Dental paid at 80% of reasonable  and  customary  charges with a maximum of
     $4,500 per three year period per person  (three year period  designated  as
     1/1/2006 to 12/31/2008,  etc.). If employee becomes eligible in second of 3
     years $3,000 benefit, eligible in 3rd year $1,500 benefit until next 3 year
     period.  Preventative  dental charges - cleaning and bite wing x-rays - 80%
     paid without meeting deductible.  Orthodontic  lifetime maximum $1,000 paid
     at 50% of billed amount.  Vision benefits are $450 per three year period (3
     year  periods  designated  as 1/1/2006  to  12/31/2008,  etc.)  allowed for
     employees and dependents.

2.   LIFE INSURANCE.  Two month waiting period. Premium paid by California Water
     Service  Company for insurance equal to one-half annual salary to a maximum
     of  $50,000.  Option for  employee to  purchase  additional  coverage in an
     amount of one time annual  salary,  one and one-half times annual salary or
     two times annual  salary  rounded to nearest  $1,000 @ $0.315 per thousand,
     not to exceed  $400,000.  This coverage  increase  automatically  with cash
     salary increase.

3.   LONG TERM DISABILITY. Two month waiting period. Compulsory deduction @ $.89
     per  $100 of  monthly  wage up to  $7,500  maximum  insured  wage.  Totally
     disabled  employee  receives 66-2/3% of gross salary for as long as totally
     disabled or  attainment  of age 65, or later if disabled at age 62 or older
     after satisfying a six month waiting period.

4.   RETIREMENT  PLAN.  Company  funded  plan.  Participation  begins at age 21.
     Vesting in 5 years. May retire at age 55 or anytime thereafter (must have 5
     years of  service  unless  age 65 or  older).  Benefits  reduced  for early
     retirement:  age 55 - 26%, age 56 - 20%, age 57 - 15%, age 58 - 10%, age 59
     - 5%, age 60 with 35 years of service - full  benefit.  Upon  retirement at
     age 58 or older may purchase Health Care benefits.

5.   EMPLOYEE SAVINGS PLAN. Optional. May participate immediately upon hire. May
     contribute up to 40%, Company matches 50% of first 8%.  Immediately  vested
     in Company  contributions.  May withdraw only on  termination,  retirement,
     permanent disability or hardship.



                                                     /s/Martin A. Kropelnicki
                                                     2/21/06



6. HOLIDAY.  10 paid holidays,  plus 3 floating holidays (after 6 months).

          January 1, Martin Luther King Jr.'s Birthday,  President Day, Memorial
     Day, 4th of July,  Labor Day,  Columbus  Day,  Thanksgiving,  the day after
     Thanksgiving and December 25.

          If holiday  falls on  Saturday,  the Company  generally  observes  the
     holiday  on Friday.  If holiday  falls on  Sunday,  the  Company  generally
     observes the holiday on Monday.

7.   SUPPLEMENTAL  EXECUTIVE  RETIREMENT PLAN. Company funded plan. Vesting in 5
     years.  May  retire at age 55 or anytime  thereafter  (must have 5 years of
     service unless age 65 or older). Benefits reduced for early retirement: age
     55 - 26%, age 56 - 20%, age 57 - 15%, age 58 -10%, age 59 - 5%, age 60 with
     15 years of service - full benefits.

8.   DEFERRED  COMPENSATION  PLAN.  Optional.  May participate  immediately upon
     hire. May contribute up to 50% of your Annual Base Salary.

9.   EQUITY  INCENTIVE  PLAN.  The plan provides  incentive in the form of stock
     options, restricted stock etc.

10.  EXECUTIVE SEVERANCE PLAN. The plan provides security for the officer of the
     Group in the event of a change in control.



Rev. 2/06







                                                     /s/Martin A. Kropelnicki
                                                     2/21/06