The President              -2-               July 12,1935
 
                                                            
        If our offer is acceptable to you, we will repair
and operate  these lines at our expense from the date of
their purchase by us and will assume that you will permit
us to maintain the lines in their present location as long
as they are required to supply electric service to the
Val-Kill Shops and other customers located on your   
property.
        If this proposal meets with your approval, we would
appreciate your indicating your acceptance below and
returning this letter to us, whereupon we will send you our
check or checks for the total amount of $1,766.00 made
payable to your order or to Mrs. Roosevelt as you direct.
 
        We are attaching a second copy of this letter for
your records.
 
                                                     
                             Your very Truly,
 
                 Central Hudson Gas & Electric Coporation
 
                        By [Ernest R. Acker]
                                 President
         
E.R.Acker/F
 Enc.
 
 Accepted , 1935