content: UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
  
                              FORM 8-K
  
                           CURRENT REPORT
                 Pursuant to Section 13 or 15(d) of
                 The Securities Exchange Act of 1934
  
            Date of Report (Date of earliest event reported):
                           September 13, 2005
  
  
                         BayCorp Holdings, Ltd.
          -----------------------------------------------------
         (Exact name of registrant as specified in its charter)
  
  
                                Delaware
              ---------------------------------------------
             (State or other jurisdiction of incorporation)
  
  
                 1-12527                       02-0488443
             --------------                ------------------
         Commission File Number              (IRS Employer
                                          Identification No.)
  
  
         1 New Hampshire Avenue,
                Suite 125
        Portsmouth, New Hampshire                03801
        ------------------------           -----------------
          (Address of principal                (Zip Code)
           executive offices)
  
  
           Registrant's telephone number, including area code:
                             (603) 766-4990
  
                                   N/A
        --------------------------------------------------------
       Former name or former address, if changed since last report
  
  
  Check the appropriate box below if the Form 8-K filing is
  intended to simultaneously satisfy the filing obligation of the
  registrant under any of the following provisions:
  
  [ ] Written communications pursuant to Rule 425 under the
  Securities Act (17 CFR 230.425)
  
  [ ] Soliciting material pursuant to Rule 14a-12 under the
  Exchange Act (17 CFR 240.14a- 12)
  
  [ ] Pre-commencement communications pursuant to Rule 14d-2(b)
  under the Exchange Act (17 CFR 240.14d-2(b))
  
  [ ] Pre-commencement communications pursuant to Rule 13e-4(c)
  under the Exchange Act (17 CFR 240.13e-4(c))
  
  
  <Page>
  
  Item 1.01     Entry into a Definitive Material Agreement.
  
  Merger Agreement with Sloan Group
  
     On  September 13, 2005, BayCorp Holdings, Ltd. (the "Company")
  entered  into  an  Agreement  and Plan  of  Merger  (the  "Merger
  Agreement")  with  Sloan Group, Ltd. ("Sloan  Group")  and  Sloan
  Acquisition  Corp.,  a  wholly-owned subsidiary  of  Sloan  Group
  ("Sloan Acquisition").
  
     Pursuant  to  the  Merger  Agreement,  Sloan  Acquisition  has
  agreed  to  commence a cash tender offer to acquire  all  of  the
  outstanding shares of the Company's common stock other  than  any
  shares  already  owned by Sloan Group or its subsidiaries,  at  a
  price  of  $14.19 per share.  The Merger Agreement requires  that
  Sloan  Acquisition  commence  the  tender  offer  no  later  than
  September  27,  2005 (10 business days after the  initial  public
  announcement of the execution of the Merger Agreement)  and  keep
  the   tender  offer  open  until  the  20th  business  day  after
  commencement,  although  the  tender  offer  may   be   extended.
  Consummation  of  the  tender  offer  is  conditioned  upon   the
  Company's  stockholders  validly tendering  and  not  withdrawing
  prior  to  the  expiration of the offer a number of shares  that,
  when  added  to any shares already owned by Sloan  Group  or  its
  subsidiaries,  constitutes at least  66  2/3%  of  the  Company's
  outstanding shares of common stock .  Sloan Group's obligation to
  accept  shares  tendered  in the offering  is  subject  to  other
  customary   conditions,  which  are  set  forth  in  the   Merger
  Agreement.
  
     The    Merger    Agreement   contemplates   that,    following
  consummation  of  the  tender offer, Sloan  Acquisition  will  be
  merged with and into the Company.  Shares of the Company's common
  stock  not tendered, other than any shares already owned by Sloan
  Group  or Sloan Acquisition or by stockholders who have perfected
  dissenters'  rights, will be converted into a  right  to  receive
  $14.19  per share in cash, without interest.  Outstanding  common
  stock  options will be cancelled at the time of the  merger,  and
  the  holders of options will be entitled to receive an amount  in
  cash  equal  to  the difference between $14.19 and  the  exercise
  price of each cancelled option share.
  
     The  Merger Agreement also contains customary representations,
  warranties,  and  covenants including that the Company  will  not
  solicit   alternative  transactions  or,   subject   to   certain
  exceptions,  enter  into  discussions  concerning,   or   provide
  confidential  information  in  connection  with,  an  alternative
  transaction,  subject  to  the  Company's  Board  of   Directors'
  fiduciary  obligations.  Following Sloan Acquisition's acceptance
  of shares in the tender offer, Sloan Acquisition will be entitled
  to  designate  a  number of directors to the Company's  Board  of
  Directors proportionate to its and its affiliates' shareholdings.
  The   Merger  Agreement  provides  certain  termination   rights,
  including  that either Sloan Group or the Company  may  terminate
  the  Agreement if no shares have been accepted for payment in the
  tender offer before November 15, 2005, and further provides  that
  upon   the  occurrence  of  certain  events  resulting   in   the
  termination or following termination of the Merger Agreement, the
  Company  will  reimburse Sloan Group for its  reasonable  out-of-
  pocket  expenses incurred in connection with the Merger Agreement
  transactions.
  
     The  Company's  Board  of Directors unanimously  approved  the
  terms of the tender offer and merger and will recommend that  the
  stockholders  of the Company accept the offer.  No assurance  can
  be   given  that  the  conditions  to  closing  the  transactions
  contemplated by the Merger Agreement will be satisfied,  or  that
  the  transactions  ultimately will be consummated.   The  Company
  intends  to  file  a  Schedule  14D-9 Solicitation/Recommendation
  Statement with the Securities and Exchange Commission relating to
  the  transaction as promptly as practicable upon the commencement
  of the tender offer by Sloan Acquisition.
  
     The  Board  of  Directors has received  an  opinion  from  its
  financial   advisor,  Jefferies  &  Company,   Inc.,   that   the
  consideration  proposed  to be paid to the  stockholders  in  the
  transaction is fair, from a financial point of view,  to  Company
  stockholders.
  
     Unrelated  to  the  transactions  disclosed  in  this  Current
  Report,  Sloan  Group is the holder of a $10,250,000  convertible
  note   (the   "First  Note")  and  a  $10,000,000   multiple-draw
  convertible note (the "Second Note") from the Company and all  of
  its  wholly  owned subsidiaries.  The total debt,  including  any
  draws under the Second Note, accrues interest at 8% per annum, is
  due  on December 15, 2005, and is convertible at any time between
  November  15, 2005 and December 15, 2005 (or any time  after  the
  occurrence  and  during the continuance of a  material  event  of
  default  under  the  First or Second Note)  into  shares  of  the
  Company's common stock at a price of $14.04 per share.  At
  
                                  2
  
  <Page>
  
  December  15,  2005,  the  end  of  the  conversion  period,  the
  principal  and  interest of the First and Second Notes  would  be
  convertible  into  approximately 1,510,730  shares,  which  would
  represent approximately 66 percent of the Company's common  stock
  on  a fully diluted basis (based on 770,483 currently outstanding
  shares  and  options).   The Notes do not allow  the  Company  to
  prepay the debt and provide for a 2% premium on the interest rate
  in  the  event of a default.  Payment may be accelerated  in  the
  event of a material event of default.  The First and Second  Note
  are secured by certain assets of the Company.
  
     The  above  description  of  the  Merger  Agreement  does  not
  purport  to  be  complete and is qualified  in  its  entirety  by
  reference to the Merger Agreement, which is Exhibit 2.1  to  this
  Current   Report.    The  Merger  Agreement  contains   customary
  representations  and  warranties that the parties  made  to  each
  other as of specific dates.  Those representations and warranties
  were made solely for purposes of the Merger Agreement and may  be
  subject to important qualifications and limitations agreed to  by
  the  parties  in connection with negotiating its terms.   Persons
  should  not  rely  on  the  representations  and  warranties   as
  statements of factual information.
  
  _____________________________
  
  
  Other Arrangements
  
     Stockholder Support Agreement.  In connection with the  Merger
  Agreement, each of Sloan Group and Sloan Acquisition has  entered
  into  a  Stockholder Support Agreement dated September  13,  2005
  with  Frank  W. Getman Jr. and Anthony M. Callendrello,  who  are
  directors  and  executive officers of the  Company,  pursuant  to
  which,  subject to certain customary conditions, they have agreed
  to  tender  and sell all of their shares of the Company's  common
  stock  (61,305  and 12,280 shares, respectively, representing  an
  aggregate of approximately 12.9% of the total outstanding shares)
  pursuant to and in accordance with the terms of the tender offer.
  In  addition, Mr. Getman and Mr. Callendrello have each agreed to
  grant Sloan Group an irrevocable proxy to vote, at any meeting of
  the  stockholders  of the Company and in any  action  by  written
  consent of the stockholders of the Company, all of his shares  in
  favor  of  the  merger and the Merger Agreement and  against  any
  action,  agreement  or transaction that would  impede,  interfere
  with, delay, postpone, or attempt to discourage the merger or the
  Merger  Agreement.  The Stockholder Support Agreement is  Exhibit
  2.2 to this Current Report.
  
     Certain  Employment  Agreements.   Contemporaneous  with   the
  execution of the Merger Agreement, two significant employees have
  entered  into  Employment  Agreements  with  the  Company   dated
  September  13, 2005 and effective on the effective  date  of  the
  merger.   Frank W. Getman Jr. will be employed as Chief Executive
  Officer  and President of the Company and Anthony M. Callendrello
  as  Chief  Operating Officer of the Company.  The agreements  are
  for  one-year  terms, with one-year automatic  extensions  unless
  terminated  and  contain  customary restrictive  covenants.   The
  Employment   Agreements  are  Exhibit  2.3   and   Exhibit   2.4,
  respectively, to this Current Report.
  
  _____________________________
  
  
  Item 1.02     Termination of a Material Definitive Agreement.
  
        Mr. Getman's Employment Agreement described in Item 1.01 of
  this  Current  Report provides that the Retention  and  Incentive
  Agreement between the Company and him dated December 3, 2001 will
  be  terminated and that no further payments to him  will  be  due
  under  the  terminated agreement.  Similarly, Mr.  Callendrello's
  Employment  Agreement  described in Item  1.01  of  this  Current
  Report  provides  that  the  Retention  and  Incentive  Agreement
  between  the  Company and him dated November  30,  2001  will  be
  terminated and that no further payments to him will be due  under
  the  terminated  agreement.  The Employment Agreements,  and  the
  termination  of the Retention and Incentive Agreements,  will  be
  effective on the effective date of the Merger.
  
  _____________________________
  
  
  Item 9.01    Financial Statements and Exhibits
  
     (c)  Exhibits.
  
  
                                  3
  
  <Page>
  
  
  
   Exhibit       Description
     No.         ___________
   ______
  
    2.1.         Agreement  and  Plan  of  Merger  dated   as   of
                 September 13, 2005 among BayCorp Holdings,  Ltd.,
                 Sloan Group Ltd. and Sloan Acquisition Corp.
  
    2.2.         Stockholder  Support  Agreement  dated  September
                 13,   2005   among   Sloan  Group   Ltd.,   Sloan
                 Acquisition  Corp. and Frank W.  Getman  Jr.  and
                 Anthony M. Callendrello.
  
    2.3.         Employment  Agreement dated  September  13,  2005
                 between  BayCorp  Holdings,  Ltd.  and  Frank  W.
                 Getman Jr.
  
    2.4.         Employment  Agreement dated  September  13,  2005
                 between  BayCorp Holdings, Ltd.  and  Anthony  M.
                 Callendrello.
  
  
  
  
  _____________________________
  
  
                                  4
  
  
  
                              SIGNATURE
  
     Pursuant  to  the requirements of the Securities Exchange  Act
  of  1934, the registrant has duly caused this report to be signed
  on its behalf by the undersigned hereunto duly authorized.
  
  
                                      BAYCORP HOLDINGS, LTD.
                                      (Registrant)
  
  Date: September 16, 2005     By:    /s/ Frank W. Getman Jr.
                                      _________________________
                                      Frank W. Getman Jr.
                                      President and CEO
  
  
  
                                  5
  
  
  <Page>
  
                           Exhibit Index
  
  Exhibit
    No.            Description
   ______          ____________
  
  
    2.1.           Agreement  and  Plan  of  Merger  dated  as  of
                   September  13,  2005  among  BayCorp  Holdings,
                   Ltd.,  Sloan  Group Ltd. and Sloan  Acquisition
                   Corporation.
  
    2.2.           Stockholder  Support Agreement dated  September
                   13,   2005   among  Sloan  Group  Ltd.,   Sloan
                   Acquisition Corp. and Frank W. Getman  Jr.  and
                   Anthony M. Callendrello.
  
    2.3.           Employment Agreement dated September  13,  2005
                   between  BayCorp Holdings, Ltd.  and  Frank  W.
                   Getman Jr.
  
    2.4.           Employment Agreement dated September  13,  2005
                   between  BayCorp Holdings, Ltd. and Anthony  M.
                   Callendrello.
  
  
  
  
  
  
  
                                  6
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text: UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
  
                              FORM 8-K
  
                           CURRENT REPORT
                 Pursuant to Section 13 or 15(d) of
                 The Securities Exchange Act of 1934
  
            Date of Report (Date of earliest event reported):
                           September 13, 2005
  
                         BayCorp Holdings, Ltd.
          -----------------------------------------------------
         (Exact name of registrant as specified in its charter)
  
                                Delaware
              ---------------------------------------------
             (State or other jurisdiction of incorporation)
  
                 1-12527                       02-0488443
             --------------                ------------------
         Commission File Number              (IRS Employer
                                          Identification No.)
  
         1 New Hampshire Avenue,
                Suite 125
        Portsmouth, New Hampshire                03801
        ------------------------           -----------------
          (Address of principal                (Zip Code)
           executive offices)
  
           Registrant's telephone number, including area code:
                             (603) 766-4990
  
                                   N/A
        --------------------------------------------------------
       Former name or former address, if changed since last report
  
  Check the appropriate box below if the Form 8-K filing is
  intended to simultaneously satisfy the filing obligation of the
  registrant under any of the following provisions:
  
  [ ] Written communications pursuant to Rule 425 under the
  Securities Act (17 CFR 230.425)
  
  [ ] Soliciting material pursuant to Rule 14a-12 under the
  Exchange Act (17 CFR 240.14a- 12)
  
  [ ] Pre-commencement communications pursuant to Rule 14d-2(b)
  under the Exchange Act (17 CFR 240.14d-2(b))
  
  [ ] Pre-commencement communications pursuant to Rule 13e-4(c)
  under the Exchange Act (17 CFR 240.13e-4(c))
  Item 1.01     Entry into a Definitive Material Agreement.
  
  Merger Agreement with Sloan Group
  
     On  September 13, 2005, BayCorp Holdings, Ltd. (the "Company")
  entered  into  an  Agreement  and Plan  of  Merger  (the  "Merger
  Agreement")  with  Sloan Group, Ltd. ("Sloan  Group")  and  Sloan
  Acquisition  Corp.,  a  wholly-owned subsidiary  of  Sloan  Group
  ("Sloan Acquisition").
  
     Pursuant  to  the  Merger  Agreement,  Sloan  Acquisition  has
  agreed  to  commence a cash tender offer to acquire  all  of  the
  outstanding shares of the Company's common stock other  than  any
  shares  already  owned by Sloan Group or its subsidiaries,  at  a
  price  of  $14.19 per share.  The Merger Agreement requires  that
  Sloan  Acquisition  commence  the  tender  offer  no  later  than
  September  27,  2005 (10 business days after the  initial  public
  announcement of the execution of the Merger Agreement)  and  keep
  the   tender  offer  open  until  the  20th  business  day  after
  commencement,  although  the  tender  offer  may   be   extended.
  Consummation  of  the  tender  offer  is  conditioned  upon   the
  Company's  stockholders  validly tendering  and  not  withdrawing
  prior  to  the  expiration of the offer a number of shares  that,
  when  added  to any shares already owned by Sloan  Group  or  its
  subsidiaries,  constitutes at least  66  2/3%  of  the  Company's
  outstanding shares of common stock .  Sloan Group's obligation to
  accept  shares  tendered  in the offering  is  subject  to  other
  customary   conditions,  which  are  set  forth  in  the   Merger
  Agreement.
  
     The    Merger    Agreement   contemplates   that,    following
  consummation  of  the  tender offer, Sloan  Acquisition  will  be
  merged with and into the Company.  Shares of the Company's common
  stock  not tendered, other than any shares already owned by Sloan
  Group  or Sloan Acquisition or by stockholders who have perfected
  dissenters'  rights, will be converted into a  right  to  receive
  $14.19  per share in cash, without interest.  Outstanding  common
  stock  options will be cancelled at the time of the  merger,  and
  the  holders of options will be entitled to receive an amount  in
  cash  equal  to  the difference between $14.19 and  the  exercise
  price of each cancelled option share.
  
     The  Merger Agreement also contains customary representations,
  warranties,  and  covenants including that the Company  will  not
  solicit   alternative  transactions  or,   subject   to   certain
  exceptions,  enter  into  discussions  concerning,   or   provide
  confidential  information  in  connection  with,  an  alternative
  transaction,  subject  to  the  Company's  Board  of   Directors'
  fiduciary  obligations.  Following Sloan Acquisition's acceptance
  of shares in the tender offer, Sloan Acquisition will be entitled
  to  designate  a  number of directors to the Company's  Board  of
  Directors proportionate to its and its affiliates' shareholdings.
  The   Merger  Agreement  provides  certain  termination   rights,
  including  that either Sloan Group or the Company  may  terminate
  the  Agreement if no shares have been accepted for payment in the
  tender offer before November 15, 2005, and further provides  that
  upon   the  occurrence  of  certain  events  resulting   in   the
  termination or following termination of the Merger Agreement, the
  Company  will  reimburse Sloan Group for its  reasonable  out-of-
  pocket  expenses incurred in connection with the Merger Agreement
  transactions.
  
     The  Company's  Board  of Directors unanimously  approved  the
  terms of the tender offer and merger and will recommend that  the
  stockholders  of the Company accept the offer.  No assurance  can
  be   given  that  the  conditions  to  closing  the  transactions
  contemplated by the Merger Agreement will be satisfied,  or  that
  the  transactions  ultimately will be consummated.   The  Company
  intends  to  file  a  Schedule  14D-9 Solicitation/Recommendation
  Statement with the Securities and Exchange Commission relating to
  the  transaction as promptly as practicable upon the commencement
  of the tender offer by Sloan Acquisition.
  
     The  Board  of  Directors has received  an  opinion  from  its
  financial   advisor,  Jefferies  &  Company,   Inc.,   that   the
  consideration  proposed  to be paid to the  stockholders  in  the
  transaction is fair, from a financial point of view,  to  Company
  stockholders.
  
     Unrelated  to  the  transactions  disclosed  in  this  Current
  Report,  Sloan  Group is the holder of a $10,250,000  convertible
  note   (the   "First  Note")  and  a  $10,000,000   multiple-draw
  convertible note (the "Second Note") from the Company and all  of
  its  wholly  owned subsidiaries.  The total debt,  including  any
  draws under the Second Note, accrues interest at 8% per annum, is
  due  on December 15, 2005, and is convertible at any time between
  November  15, 2005 and December 15, 2005 (or any time  after  the
  occurrence  and  during the continuance of a  material  event  of
  default  under  the  First or Second Note)  into  shares  of  the
  Company's common stock at a price of $14.04 per share.  At
  
                                  2
  December  15,  2005,  the  end  of  the  conversion  period,  the
  principal  and  interest of the First and Second Notes  would  be
  convertible  into  approximately 1,510,730  shares,  which  would
  represent approximately 66 percent of the Company's common  stock
  on  a fully diluted basis (based on 770,483 currently outstanding
  shares  and  options).   The Notes do not allow  the  Company  to
  prepay the debt and provide for a 2% premium on the interest rate
  in  the  event of a default.  Payment may be accelerated  in  the
  event of a material event of default.  The First and Second  Note
  are secured by certain assets of the Company.
  
     The  above  description  of  the  Merger  Agreement  does  not
  purport  to  be  complete and is qualified  in  its  entirety  by
  reference to the Merger Agreement, which is Exhibit 2.1  to  this
  Current   Report.    The  Merger  Agreement  contains   customary
  representations  and  warranties that the parties  made  to  each
  other as of specific dates.  Those representations and warranties
  were made solely for purposes of the Merger Agreement and may  be
  subject to important qualifications and limitations agreed to  by
  the  parties  in connection with negotiating its terms.   Persons
  should  not  rely  on  the  representations  and  warranties   as
  statements of factual information.
  
  _____________________________
  
  Other Arrangements
  
     Stockholder Support Agreement.  In connection with the  Merger
  Agreement, each of Sloan Group and Sloan Acquisition has  entered
  into  a  Stockholder Support Agreement dated September  13,  2005
  with  Frank  W. Getman Jr. and Anthony M. Callendrello,  who  are
  directors  and  executive officers of the  Company,  pursuant  to
  which,  subject to certain customary conditions, they have agreed
  to  tender  and sell all of their shares of the Company's  common
  stock  (61,305  and 12,280 shares, respectively, representing  an
  aggregate of approximately 12.9% of the total outstanding shares)
  pursuant to and in accordance with the terms of the tender offer.
  In  addition, Mr. Getman and Mr. Callendrello have each agreed to
  grant Sloan Group an irrevocable proxy to vote, at any meeting of
  the  stockholders  of the Company and in any  action  by  written
  consent of the stockholders of the Company, all of his shares  in
  favor  of  the  merger and the Merger Agreement and  against  any
  action,  agreement  or transaction that would  impede,  interfere
  with, delay, postpone, or attempt to discourage the merger or the
  Merger  Agreement.  The Stockholder Support Agreement is  Exhibit
  2.2 to this Current Report.
  
     Certain  Employment  Agreements.   Contemporaneous  with   the
  execution of the Merger Agreement, two significant employees have
  entered  into  Employment  Agreements  with  the  Company   dated
  September  13, 2005 and effective on the effective  date  of  the
  merger.   Frank W. Getman Jr. will be employed as Chief Executive
  Officer  and President of the Company and Anthony M. Callendrello
  as  Chief  Operating Officer of the Company.  The agreements  are
  for  one-year  terms, with one-year automatic  extensions  unless
  terminated  and  contain  customary restrictive  covenants.   The
  Employment   Agreements  are  Exhibit  2.3   and   Exhibit   2.4,
  respectively, to this Current Report.
  
  _____________________________
  
  Item 1.02     Termination of a Material Definitive Agreement.
  
        Mr. Getman's Employment Agreement described in Item 1.01 of
  this  Current  Report provides that the Retention  and  Incentive
  Agreement between the Company and him dated December 3, 2001 will
  be  terminated and that no further payments to him  will  be  due
  under  the  terminated agreement.  Similarly, Mr.  Callendrello's
  Employment  Agreement  described in Item  1.01  of  this  Current
  Report  provides  that  the  Retention  and  Incentive  Agreement
  between  the  Company and him dated November  30,  2001  will  be
  terminated and that no further payments to him will be due  under
  the  terminated  agreement.  The Employment Agreements,  and  the
  termination  of the Retention and Incentive Agreements,  will  be
  effective on the effective date of the Merger.
  
  _____________________________
  
  Item 9.01    Financial Statements and Exhibits
  
     (c)  Exhibits.
  
                                  3
  Exhibit       Description
     No.         ___________
   ______
  
    2.1.         Agreement  and  Plan  of  Merger  dated   as   of
                 September 13, 2005 among BayCorp Holdings,  Ltd.,
                 Sloan Group Ltd. and Sloan Acquisition Corp.
  
    2.2.         Stockholder  Support  Agreement  dated  September
                 13,   2005   among   Sloan  Group   Ltd.,   Sloan
                 Acquisition  Corp. and Frank W.  Getman  Jr.  and
                 Anthony M. Callendrello.
  
    2.3.         Employment  Agreement dated  September  13,  2005
                 between  BayCorp  Holdings,  Ltd.  and  Frank  W.
                 Getman Jr.
  
    2.4.         Employment  Agreement dated  September  13,  2005
                 between  BayCorp Holdings, Ltd.  and  Anthony  M.
                 Callendrello.
  
  _____________________________
  
                                  4
  
                              SIGNATURE
  
     Pursuant  to  the requirements of the Securities Exchange  Act
  of  1934, the registrant has duly caused this report to be signed
  on its behalf by the undersigned hereunto duly authorized.
  
                                      BAYCORP HOLDINGS, LTD.
                                      (Registrant)
  
  Date: September 16, 2005     By:    /s/ Frank W. Getman Jr.
                                      _________________________
                                      Frank W. Getman Jr.
                                      President and CEO
  
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  Exhibit Index
  
  Exhibit
    No.            Description
   ______          ____________
  
    2.1.           Agreement  and  Plan  of  Merger  dated  as  of
                   September  13,  2005  among  BayCorp  Holdings,
                   Ltd.,  Sloan  Group Ltd. and Sloan  Acquisition
                   Corporation.
  
    2.2.           Stockholder  Support Agreement dated  September
                   13,   2005   among  Sloan  Group  Ltd.,   Sloan
                   Acquisition Corp. and Frank W. Getman  Jr.  and
                   Anthony M. Callendrello.
  
    2.3.           Employment Agreement dated September  13,  2005
                   between  BayCorp Holdings, Ltd.  and  Frank  W.
                   Getman Jr.
  
    2.4.           Employment Agreement dated September  13,  2005
                   between  BayCorp Holdings, Ltd. and Anthony  M.
                   Callendrello.
  
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