EXHIBIT 10.40

Exhibit 10.40

CALIFORNIA WATER SERVICE GROUP
STOCK OPTION GRANT NOTICE
EQUITY INCENTIVE PLAN

California Water Service Group (the "Company"), pursuant to its Equity Incentive
Plan (the "Plan"), hereby grants to Optionholder an option to purchase the
number of shares of the Company's Common Stock set forth below ("Shares"). This
option is subject to all of the terms and conditions as set forth herein and in
the Stock Option Agreement, the Plan and the Notice of Exercise, all of which
are attached hereto and incorporated herein in their entirety.

Optionholder:
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Date of Grant:
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Vesting Commencement Date:
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Number of Shares Subject to Option:
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Exercise Price (Per Share):
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Total Exercise Price:
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Expiration Date:
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Type of Grant: [ ] Incentive Stock Option(1)
[ ] Nonstatutory Stock Option

Exercise Schedule: Same as Vesting Schedule

Vesting Schedule: [ ] 100% of the Shares vest ___ years after the
Vesting Commencement Date

[ ] The Shares vest annually over ___ years after the
Vesting Commencement Date

[ ] The Shares vest quarterly over ___ years after the
Vesting Commencement Date

[ ] The Shares vest monthly over ___ years after the
Vesting Commencement Date

[ ] ___% of the Shares vest on the first anniversary of
the Vesting Commencement Date; thereafter, the Shares
vest monthly quarterly annually, over ___ years

Vesting is contingent upon completion of Continuous Service;
annual, quarterly or monthly vesting is at an equal rate over the
vesting period.

Payment: By one or a combination of the following items (described in the
Stock Option Agreement): (i) by cash or check, (ii) pursuant to a
Regulation T Program if the Shares are publicly, or (iii) by
delivery of already-owned shares if the Shares are publicly traded

Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges
receipt of, and understands and agrees to, this Grant Notice, the Stock Option
Agreement and the Plan. Optionholder further acknowledges that as of the Date of
Grant, this Grant Notice, the Stock Option Agreement and the Plan set forth the
entire understanding between Optionholder and the Company regarding the
acquisition of stock in the Company and supersede all prior oral and written
agreements on that subject with the exception of (i) options previously granted
and delivered to Optionholder under the Plan, and (ii) the following agreements
only:

OTHER AGREEMENTS:


CALIFORNIA WATER SERVICE GROUP OPTIONHOLDER:

By:
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Signature Signature

Title: Date:
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Date:

ATTACHMENTS: Stock Option Agreement, Equity Incentive Plan, and Notice of
Exercise

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(1) If this is an incentive stock option, it (plus your other outstanding
incentive stock options) cannot be first exercisable for more than $100,000 in
any calendar year. Any excess over $100,000 is a nonstatutory stock option.