8.25.2010

Special Shareholder Meeting September 25th


Dear Shareholder:

RE: Special Shareholders Meeting
       September 25, 2010 1:00 PM
       Penrose School Gym

For the past several years at our Annual Shareholders Meeting you have, by a show of hands, authorized the Board of Directors to negotiate with Penrose Water District (PWD) regarding their plans to bring Arkansas River water to Penrose.

This meeting is a result of those negotiations, whereby the shareholders will vote to accept or reject a contract or Storage Agreement for the sale of 500 AF of Storage Space in Brush Hollow Reservoir, about 12.7% of the total storage space for $2,500,000.00. The agreement also allows Beaver Park Water, Inc (BPW) to utilize excess capacity in PWD's Arkansas River Pipeline to deliver project water that BPW purchases from the Frying Pan Arkansas Project into Brush Hollow Reservoir.

The existing Water Service Agreement between BPW and PWD will not be affected b y the Storage Agreement.

The Board of Directors of BPW recommends that you approve this Storage Agreement Between BPW and PWD.

Your attendance at the Special Shareholders Meeting to vote on the acceptance or rejection of this Storage Agreement is critically important to BPW, PWD, the community and the success of this project.

If you cannot attend, please fill out the Proxy Form mailed to you with the Special Meeting package and return it to the Beaver Park Water office as soon as possible. Your completed proxy will help ensure that a legal quorum will be represented at the Special Meeting to conduct business. In the absense of a quorum, a fine on assessments of $5.00 per share for those shares not represented at the Special Meeting (either in person or by proxy) will be assessed.

Respectfully,

The Board of Directors

Gary Ratkovich
Sonny Daniels
Richard Shea
John Miller
Jack Tyler