RE: OFFICIAL NOTICE ANNUAL MEETING OF THE MEMBERS

Dear Member/Stockholder:

You are cordially invited to attend the Annual Meeting of the Members of Bartonville Water Supply Corporation that will be held on Monday, April 14, 2003, at 7:30 P.M. at Crossroads Bible Church, 8101 Justin Rd., Double Oak, Texas. The Agenda for the Annual Meeting is printed on the back of this notice.

The Annual Meeting will include the election of three (3) Directors to serve three (3) year terms and the approval of the changes or amendment to the Corporation's current By-Laws. The Directors whose terms expire are Duane Johnson, Unincorporated Denton County, Scott Kilpatrick, Copper Canyon, and Dale Mutschler, Double Oak. Nominations for the three positions will be made at the Annual Meeting. At the Annual Meeting April 1982, the Members passed a Resolution that a political entity may have no more than three (3) Members on the Board.

The amendment or change to Article XI (Amendment #1) of the current By-Laws of Bartonville Water Supply Corporation will allow the Board of Directors to set the annual meeting date for any weekday during the month of April. Article XI currently requires that the regular meeting of the members be held annually on the second Monday of April. Amendment #1 will change this language to, "There shall be a regular meeting of the members annually, any weekday during the month of April as the board may determine, to transact all business that may be properly brought before it." The benefit of approving the amendment or change to Article XI is that it will allow the Board of Directors more flexibility in setting the date for the annual meeting, allowing for increased attendance to the annual meeting. Amendment #1 will be listed as a separate item on the ballot.

Members are reminded that to be eligible to vote, they must be a "Member of Record" at the close of business March 15, 2003; renters and leasees are not eligible to vote. The By Laws of the corporation permit only one (1) vote per Member regardless of the number of water connections in his/her name.

Your PROXY STATEMENT is important so that your vote can be counted and also to help establish a quorum. The enclosed PROXY STATEMENT printed on blue paper will allow you to designate someone who is attending the Annual Meeting to vote in your place. A Member may revoke his/her PROXY STATEMENT at the meeting should he/she decide to attend and vote by ballot. ALL PROXY STATEMENTS must be on the enclosed PROXY STATEMENT FORM and signed by the Member. Proxy Statement Forms improperly executed may result in disqualification of the Proxy Statement by the Credentials Committee.

Due to the time necessary to validate and count Proxy Statements by the Credentials Committee, All PROXY STATEMENTS MUST BE RECEIVED AT THE CORPORATION'S OFFICE BY 5:00 P.M. ON WEDNESDAY, APRIL 9, 2003 OR BE POSTMARKED ON OR BEFORE APRIL 9, 2003. Proxy Statements received in the office or postmarked after April 9, 2003 or brought to the Annual Meeting cannot be validated and counted!

Be sure to attend the Annual Meeting in person or return your PROXY STATEMENT FORM so that you will be eligible for the drawings for water/gallon credit to be applied to your water bill.

EIGHT (8) DRAWINGS FOR A TOTAL OF 100,000 GALLONS OF WATER WILL BE AWARDED TO FOUR (4) MEMBERS PRESENT AT THE ANNUAL MEETING AND FOUR (4) MEMBERS WHO RETURN THEIR PROXY STATEMENTS BY THE APRIL 9, 2003 DEADLINE!

Larry Kaufman Secretary-Treasurer

AGENDA

Notice of Annual Meeting of The Membership / Stockholders
Bartonville Water Supply Corporation
7:30 P.M., Monday April 14, 2003
Crossroads Bible Church
8101 Justin Road
Double Oak, Texas 75077

NOTICE IS HEREBY GIVEN that there will be a Meeting of the Bartonville Water Supply Corporation Members / Stockholders at the above stated date and location. The matters to be considered and acted upon at the above stated date and location. The matters to be considered and acted upon at the Annual Meeting are set forth below:

7:30 P.M.

1. Call to Order
2. Welcome and Introductions
3. Credentials Committee Report

8:15 P.M

4. Approve Minutes of the April 8, 2002 Annual Meeting
5. Accept the 2002 Audit Report /Hankins, Powers, Eastup, Deaton & Tonn, P.C.

8:30 P.M.

6. Election of Three Directors and Revision of the By-Laws
7. Bartonville Water Supply Corporation Presentation
8. Drawing for Prizes Four (4) Drawings from Proxies returned Four (4) Drawings from Members present at the Meeting
9. Election Results
10. Adjournment

Jim Leggieri
General Manager

Posted: Corporation Office
Denton County Court House
Date: April 4, 2003
Time: 4:00 P.M.