United Nations Framework Convention on Climate Change

This Stock Exchange Agreement (this "Agreement") is entered into as of this day of , , by and among SJW CORP., a California corporation ("SJW"), ROSCOE MOSS COMPANY, a California corporation ("RMC"), ROSCOE MOSS, JR., GEORGE E. MOSS (the "Principal Shareholders"), and all of the other shareholders of RMC (the "RMC Shareholders").

Recitals

A. SJW, the RMC Shareholders and RMC have each determined to engage in the transactions contemplated hereby, pursuant to which the RMC Shareholders will cause RMC to distribute all of the capital stock of its wholly-owned Roscoe Moss Manufacturing Company subsidiary, a California corporation ("RMM"), to the existing shareholders of RMC (the "Spin-off") and, after the occurrence of such Spin-off, the RMC Shareholders will exchange (the "Exchange") all of their shares of RMC Common Stock for shares of SJW Common Stock.

B. It is the intention of the RMC Shareholders and RMC that prior to the Exchange, Western Precision, Inc., a California corporation and a wholly owned subsidiary of RMC ("Western Precision"), will be liquidated and become a division of RMC.

C. The RMC Shareholders have unanimously approved the Spin-off, the Exchange and this Agreement.

D. The Board of Directors of SJW has approved, and has resolved to recommend that the shareholders of SJW approve, the Exchange and this Agreement.

E. The Principal Shareholders are the principal shareholders of RMC and are hereby making certain representations, warranties, covenants and agreements in support of the transactions contemplated by this Agreement.

F. The parties intend for the Spin-off to qualify as a tax free distribution and for the Exchange to qualify as a plan of reorganization in accordance with the Code.

Article I - The Exchange

Section 1.01 The Exchange.

(a) Subject to the terms and conditions of this Agreement, on the Closing Date the RMC Shareholders agree to exchange, assign, transfer and deliver all of their shares of RMC stock for shares of SJW Common Stock.

(b) The Closing shall take place at a date and time mutually agreed upon by the parties, at the offices of Brobeck, Phleger & Harrison, One Market Plaza, Spear Street Tower, San Francisco, California 94105, unless otherwise agreed in writing.

(c) On the Closing Date, the Principal Shareholders shall deliver all certificates representing outstanding shares of RMC Common Stock and Preferred Stock, and SJW shall deliver certificates evidencing the Initial Shares of SJW Common Stock.

(d) No fractional shares shall be issued; cash will be paid in lieu of any fractional shares.

(e) No more than 1,600,000 shares of SJW Common Stock shall be issued in the Exchange.

Section 1.02 Exchange Factors.

(a) Each share of RMC Common Stock outstanding immediately prior to the Closing Date shall be exchanged for the applicable Initial Exchange Factor and Post-Audit Exchange Factor.

(b) For purposes of this Agreement, the following terms shall have the following meanings:

(i) Aggregate Number of SJW Initial Common Stock:

(ii) Aggregate Number of SJW Post-Audit Common Stock:

(iii) Initial Exchange Factor:

(iv) Post-Audit Exchange Factor:

(v) Initial Shares:

(vi) Post-Audit Shares:

Section 1.03 Post-Closing Audit.

(a) Within 90 days after the Closing Date, SJW shall cause to be prepared and delivered an audited balance sheet of RMC as of the Closing Date.

(b) The RMC Shareholders shall have 10 days after receipt of the RMC Audited Balance Sheet to object in writing.

Section 1.04 Holdback Shares; Claims Against the Holdback Escrow.

(a) Ten percent of the Initial Shares and Post-Audit Shares shall be deposited in escrow with the Bank of America NT&SA as Escrow Agent. Claims for Damages may be made against the Holdback Shares.

(b) Principal Shareholders may object to claims made in an Instruction.

(c) The parties shall attempt in good faith to agree upon disputed claims.

(d) Disputes shall be resolved by binding arbitration in San Jose, California.

(e) On the first anniversary of the Closing Date, Holdback Shares not required to reimburse SJW shall be returned.

Section 1.05 Custody of RMC Shares; Power of Attorney.

Each RMC Shareholder shall deposit stock certificates representing their shares in custody with the Principal Shareholders as custodial agents and attorneys-in-fact.

Article II - Representations and Warranties of RMC and the RMC Shareholders

Except as disclosed in the RMC Disclosure Schedule, RMC and the RMC Shareholders represent and warrant as follows:

Section 2.01 Corporate Existence and Power.

Section 2.02 Corporate Authorization.

Section 2.03 Governmental Authorization.

Section 2.04 Non-Contravention.

Section 2.05 Capitalization.

Section 2.06 Subsidiaries.

Section 2.07 Financial Statements.

Section 2.08 Inventory.

Section 2.09 Receivables.

Section 2.10 Compliance with Law.

Section 2.11 No Defaults.

Section 2.12 Litigation.

Section 2.13 Absence of Certain Changes.

Section 2.14 Certain Agreements.

Section 2.15 Employee Benefits.

Section 2.16 Major Contracts.

Section 2.17 Taxes.

Section 2.18 Interests of Officers, Directors and Other Affiliates.

Section 2.19 Intellectual Property.

Section 2.20 Restrictions on Business Activities.

Section 2.21 Title to Properties; Absence of Liens and Encumbrances; Condition of Equipment.

Section 2.22 Governmental Authorizations and Licenses.

Section 2.23 Environmental Matters.

Section 2.24 Insurance.

Section 2.25 Labor Matters.

Section 2.26 Employees.

Section 2.27 Customers.

Section 2.28 Information Supplied.

Section 2.29 Finders' Fees.

Section 2.30 CW Common Stock.

Article III - Representations and Warranties of SJW

Section 3.01 Corporate Existence and Power.

Section 3.02 Corporate Authorization.

Section 3.03 Governmental Consents and Approvals.

Section 3.04 Non-Contravention.

Section 3.05 Capitalization of SJW.

Section 3.06 SEC Filings.

Section 3.07 Financial Statements.

Section 3.08 Absence of Certain Changes.

Section 3.09 Compliance with Law.

Section 3.10 Finders' Fees.

Section 3.11 No Intention to Dispose of Western Precision or CW Common Stock Without Approval.

Article IV - Covenants of RMC and the RMC Shareholders

Section 4.01 Conduct of RMC.

Section 4.02 Access to Information.

Section 4.03 Other Offers.

Section 4.04 Maintenance of Business.

Section 4.05 Compliance with Obligations.

Section 4.06 Notices of Certain Events.

Section 4.07 Support of Exchange by RMC Shareholders.

Section 4.08 Western Precision Guarantee by Principal Shareholders.

Section 4.09 Certain Protections on CW Common Stock and Western Precision.

Article V - Covenants of SJW

Section 5.01 Issuance and Registration of Securities.

Section 5.02 Access to Information.

Article VI - Covenants of All Parties

Section 6.01 Advice of Changes.

Section 6.02 Regulatory Approvals.

Section 6.03 Necessary Consents.

Section 6.04 Actions Contrary to Stated Intent.

Section 6.05 Certain Filings.

Section 6.06 Public Announcements.

Section 6.07 Satisfaction of Conditions Precedent.

Section 6.08 Affiliates Agreements.

Section 6.09 Prospective Benefits Arrangements.

Article VII - Conditions to the Exchange

Section 7.01 Conditions to Obligations of SJW.

Section 7.02 Conditions to Obligations of RMC and the RMC Shareholders.

Section 7.03 Conditions to Obligations of Each Party.

Article VIII - Termination of Agreement

Section 8.01 Termination Prior to the Closing Date.

Section 8.02 Termination.

Section 8.03 Effect of Termination.

Article IX - Miscellaneous

Section 9.01 Definitions.

Section 9.02 Further Assurances.

Section 9.03 Fees and Expenses.

Section 9.04 Survival of Representations and Warranties; Indemnity.

Section 9.05 Notices.

Section 9.06 Governing Laws.

Section 9.07 Binding upon Successors and Assigns.

Section 9.08 Severability.

Section 9.09 Entire Agreement.

Section 9.10 Other Remedies.

Section 9.11 Amendment and Waivers.

Section 9.12 Construction of Agreement; Knowledge.

Section 9.13 Absence of Third Party Beneficiary Rights.

Section 9.14 Mutual Drafting.

Section 9.15 Counterparts.

Execution

RMC Shareholders

Number of Shares of RMC Common Stock Owned:

Roscoe Moss, Jr.

George E. Moss

George Edward Moss, Jr.

John Kimberly Moss

Melinda Moss Short

George E. Moss, Sr.

Additional Exhibits and Schedules

Schedule A - RMC Assets and Liabilities

Schedule B - RMM Assets and Liabilities

Exhibit 1.04 - Form of Holdback Escrow Agreement

Exhibit 6.08 - Form of Affiliates Agreement

Exhibit 7.03(m) - Asset and Liability Allocation Agreement

Exhibit 7.03(n) - Registration Rights Agreement

General Information

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