TWO RIVERS WATER Co (Form: 8-K, Received: 11/06/2012 17:04:05)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________

FORM 8K

_________________

Pursuant to Section 12 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2012

TWO RIVERS WATER COMPANY

(Exact name of registrant as specified in its charter)

Colorado		000-51139		13-4228144
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2000 South Colorado Blvd., Tower 1 Ste 3100, Denver, Colorado 80222

_______________________________________________

(Address of principal executive offices)

303-222-1000

__________________________

(Registrant's Telephone number)

(Former Name or 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 CFR240.14d-2(b))

[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act

(17 CFR240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange

Act (17 CFR240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange

Act (17 CFR240.13e-4(c))

SECTION 2 – COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

The information in this Item 2.01 and 7.01 of this Current Report is furnished pursuant to Item 5.02(b) and 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

ITEM 2.01 Completion of Acquisition of Assets

On November 2, 2012 Two Rivers Water Company, through its wholly owned subsidiary TR Bessemer, LLC (“Two Rivers”), completed the acquisition of certain assets of R & S Dionisio Real Estate and Equipment, LLC, Dionisio Produce & Farms, LLC, and Russell Dionisio. Among other things Two Rivers acquired farmland, water rights, equipment and a produce wholesaling business. The acquisition is more fully described in the agreements which are attached to this current report on Form 8-K. Two Rivers acquired these assets for $3,000,000 of which approximately $900,000 was financed and $600,000 is in the form of a promissory note to the seller.

The closing documents are attached as Exhibits 99.2 – 99.12

SECTION 7 – REGULATION FD DISCLOSURE

ITEM 7.01 Regulation FD Disclosure

Press Release

Two Rivers Water Company announced that it completed the second phase of the acquisition of Dionisio Farms and Produce, LLC.

The text of the press release is attached herewith as Exhibit 99.1.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.

Exhibit No.	Description
99.1	Press release dated November 5, 2012*
99.2	Master Agreement*
99.3	First Amendment to the Master Agreement*
99.4	Second Amendment to the Master Agreement*
99.5	Third Amendment to the Master Agreement*
99.6	Second Closing to Master Agreement*
99.7	Assignment of Trademark*
99.8	Bill of Sale*
99.9	Promissory note*
99.10	Assignment of contracts*
99.11	Employment agreement with Russ Dionisio*
99.12	Lease agreement for equipment*
____________________ *Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TWO RIVERS WATER COMPANY (Registrant)
Dated: November 6, 2012	By: /s/ Wayne Harding _____________ Wayne Harding, Chief Financial Officer

Exhibit 99.1

Press Release Dated November 5, 2012

Two Rivers Completes Second Phase Acquisition of Dionisio Farms and Produce

DENVER – November 5, 2012 – Two Rivers Water Company (OTC QB: TURV) (http://www.2riverswater.com) announced today that it has completed the second and final phase of purchase of the assets of Dionisio Produce & Farms, LLC.

The Company simultaneously entered into a long-term employment agreement with Russ Dionisio making him the President and Chief Operating Officer of Dionisio Farms & Produce, Inc., a wholly owned subsidiary of Two Rivers. As President and COO, Russ Dionisio, a third generation farmer, will manage all farm and produce operations for Two Rivers.

John McKowen, Founder and CEO of Two Rivers stated, “In June 2012, Two Rivers made a $600,000 equity investment in the first phase of the Dionisio acquisition, which planted 385 acres of cabbage, pumpkins, squash and parsnips. The first phase generated over $900,000 in revenues in 2012 with greater than 30% gross profit margins in only a partial year of production. Next year, we will plant 675 acres on the Dionisio farms. Two Rivers is fortunate to be able to partner with Russ Dionisio and his family in developing a mutually beneficial and profitable farming relationship.”

McKowen further stated, “We’re not the first to recognize this, but it is quickly becoming our experience. Irrigated farming, producing high yield, high value, vegetable row crops on irrigated farmland with senior reliable water rights is a great investment. It is a great asset to own and a great asset to operate. It perhaps is the best hedge against US Dollar inflation. It’s not only an asset hedge, it’s also an income hedge.”

In 2013, Two Rivers expects to triple its acreage in vegetable row crops and achieve greater gross profit margins through increased economies of scale. Ultimately, Two Rivers plans to put 30,000 acres into high value vegetable row crops along the Arkansas River in Colorado and build the associated vertical industries.

ABOUT TWO RIVERS WATER COMPANY

Two Rivers Water Company acquires and develops high yield irrigated farmland and the associated water rights in the western United States, and is presently focusing on the Huerfano and Cucharas two river basin and the Arkansas river basin in southern Colorado. At the present time, Two Rivers Water operates two core businesses, organic crop production and traditional cropping. We are aggressively expanding operations through various funding mechanisms to develop our business model in southern Colorado with a view to the future implementation of this business model in other areas in the arid West.

This news release contains "forward-looking statements," as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with developing and acquiring land and water resources. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in the press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate.

CONTACT:

Two Rivers Water Company

John McKowen, CEO

(303) 222-1000

jmckowen@2riverswater.com

###

Exhibit 99.2

Master Agreement

THIS MASTER AGREEMENT (hereinafter the “Agreement”), dated the 12 th day of April, 2012 (the "Effective Date"), is executed by and among R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company (“R&S”), Dionisio Produce & Farms, LLC, a Colorado limited liability company (“DPF”) and Russell L. Dionisio (“Dionisio”) on the one hand and hereinafter referred to collectively as “Seller” and Two Rivers Farms, LLC, a Colorado limited liability company (hereinafter “Buyer” or “TRF”), a wholly- owned entity of Two Rivers Water Company, a Colorado corporation (“TRWC”), on the other hand.

Seller and Buyer are individually referred to hereinafter as a “Party” and collectively as the “Parties.”

Recitals

WHEREAS, R&S is the owner of five (5) parcels of farmland with attached improvements in Pueblo County, Colorado (hereinafter “Land”) currently subject to First National Bank of Pueblo’s (“Bank”) senior Deeds of Trust (“Senior Deeds of Trust”) on the Land which shall be released in full upon closing of the Transaction contemplated herein;

WHEREAS, R&S is the owner of four (4) additional parcels of property (“Leased Premises”) more specifically described below which shall be leased by Buyer from Seller pursuant to the terms and conditions contained herein;

WHEREAS, R&S is also the owner of water rights associated with said Land and Leased Premises, such water rights represented as share certificates in the Bessemer Ditch Company (hereinafter “Water Rights”);

WHEREAS, R&S owns a warehouse, loading dock, covered dock, refrigerated area and office space situated on the Leased Premises (hereinafter collectively “Warehouse”);

WHEREAS, R&S owns one (1) home situated on the Land (hereinafter “Home”), which is occupied by tenants subject to a lease (“Lease”);

WHEREAS, Dionisio is the sole manager and member of DPF and R&S;

WHEREAS, Buyer desires to purchase the name “Dionisio Produce & Farms”, the Land, Water Rights, Farming Equipment and Produce Contracts as those terms are defined herein, and further desires to lease the farmable acreage of the Leased Premises from Seller upon the terms and conditions set forth in this Agreement (the totality of which is referred to herein as the “Transaction”);

WHEREAS, upon Closing of the Transaction, TRF shall engage Dionisio as an employee to perform services in connection with the farming operations on the Land and Leased Premises; and

WHEREAS, the Parties hereto agree that Buyer shall be entitled to a one hundred ten (110) day due diligence period as set forth below.

Agreement

In consideration of the foregoing Recitals which are incorporated herein by this reference, the covenants contained herein and the consideration outlined below, the Parties agree as follows:

I. Due Diligence Period.

From and after the Effective Date, Buyer shall be afforded one hundred ten (110) days to determine whether Buyer shall proceed to close the Transaction on or prior to July 31, 2012. Not later than July 20, 2012, Buyer shall give Seller written notice of whether Buyer intends to close the Transaction. During this due diligence/inspection period the Buyer and/or Buyer’s agent(s) shall be entitled to inspect and be satisfied with all aspects of DPF, R&S, the Land, the Leased Premises, the Water Rights, the Produce Contracts, the Warehouse and the Home. During the due diligence/inspection period, Seller shall cooperate in a commercially reasonable manner with Buyer’s inspection.

Phase I Environmental Study. Buyer may, at Buyer’s expense, perform a Phase I Environmental Study as part of Buyer’s due diligence. Buyer may terminate this Agreement based upon the results of the study, the right to terminate being in the sole and subjective discretion of the Buyer. If Buyer elects to terminate this Agreement due to the results of the Phase I Environmental study, Buyer shall provide written notice of the termination to Seller no later than two (2) weeks after Buyer’s receipt of the study. In the event Buyer terminates this Agreement, the termination shall be effective as of the date written notice is mailed to Seller, not upon the date of receipt of such written notice.

Buyer shall be under no obligation to complete the Transaction after or during the due diligence period. If at any point during the due diligence period, Buyer determines, in Buyer’s sole discretion, that the Transaction is not in Buyer’s best interests for whatever reason, Buyer may terminate this Agreement upon written notice to Seller. In the event Buyer terminates this Agreement, the termination shall be effective as of the date written notice is mailed to Seller, not upon the date of receipt of such written notice.

D.	Closing. If Buyer elects to proceed with the Transaction, the Parties shall mutually agree upon a time and place for closing (“Closing”).

Expense List. Upon the Effective Date, Seller shall provide to Buyer a specific accounting of the expenses Seller has incurred in support of the 2012 crop season from inception of the season to the Effective Date (“Expense List”). Such expenses represent all farm input expenses including, without limitation, fertilizer and seed costs, labor costs (specifically excluding Dionisio’s salary), feed and fuel costs and the like (hereinafter collectively “Expenses”). Upon Closing, if any, Buyer shall reimburse Seller for the aggregate amount of Expenses contained on the Expense List. If Buyer timely terminates this Agreement, Buyer shall have no obligation to reimburse Seller for the Expense List.

Invoices. Following the Effective Date, Seller shall submit to Buyer, Seller’s business invoices, as such invoices come due for payment (“Invoices”). Said Invoices represent Seller’s farm input Expenses incurred after the Effective Date. Buyer shall timely pay said Invoices directly to the supplier and/or creditor. Buyer agrees to pay a maximum of $400,000.00 in Invoices as part of this Transaction. Buyer’s payment of the Invoices shall be in Buyer’s sole and subjective discretion.

Deed of Trust and Security Agreement . Seller hereby grants to Buyer, a senior security interest in and to Seller’s 2012 crop revenue (gross revenue from crops currently being planted) on the Land and the Leased Premises (“Crops”) as security for repayment of Buyer’s “Secured Payments” in the event Buyer timely terminates this Agreement. Secured Payments are defined as follows: The aggregate sum of Invoices paid on Seller’s behalf, not to exceed $400,000.00, plus the sum of all amounts paid to Dionisio representing his salary in addition to employment costs as set forth below in Section V. A., at the time of termination of this Agreement. Amounts incurred by Seller as a result of Dionisio’s employment with TRF shall also be included in the Secured Payments calculations. The Secured Payments shall accrue interest at the rate of 6% per annum. More specifically, if Buyer timely terminates this Agreement on or before the expiration of the due diligence period, Buyer shall be entitled to reimbursement of Buyer’s Secured Payments plus interest at the rate of six percent (6%) per annum upon the sale of the Crops. Attached hereto and incorporated by reference herein as Exhibit A is the Deed of Trust granted by Seller in favor of Buyer which encumbers the Land and the Leased Premises (“Junior Deed of Trust”). The Junior Deed of Trust also constitutes Buyer’s security agreement in Seller’s Crops. If Closing occurs, the Crops shall become the unencumbered property of Buyer and Seller shall not be obligated to reimburse Buyer for the Secured Payments. In the event Buyer terminates this Agreement on or before expiration of the due diligence period, Buyer’s right to Seller’s Crop revenue, shall be exercised. If the proceeds from Seller’s Crop revenue are insufficient to satisfy the amounts due and owing to Buyer, Buyer may exercise any and all remedies at law or in equity available to Buyer by virtue of the Junior Deed of Trust, including without limitation, a public trustee foreclosure. If Buyer and Seller proceed with Closing the Transaction, the Junior Deed of Trust shall be released by Buyer. The Junior Deed of Trust shall be recorded in the records of the Pueblo County Clerk and Recorder.

Lien Subordination Agreement . The Bank, by execution of the Lien Subordination Agreement attached hereto and incorporated by reference herein as Exhibit B , hereby agrees to subordinate the Bank’s lien on Seller’s Crops as of the Effective Date to that of Buyer. Therefore, the Bank’s security interest in the Crops shall be junior to Buyer’s security interest. The Lien Subordination Agreement shall be recorded in the records of the Pueblo County Clerk and Recorder’s office. In the Lien Subordination Agreement the Bank shall warrant that the execution and recordation of the Junior Deed of Trust and Lien Subordination Agreement shall not constitute a default and/or violation of the Bank’s Senior Deeds of Trust despite the express language to the contrary in the Bank’s Senior Deeds of Trust.

I.	Seller shall execute the necessary documents to perfect Buyer’s security interest in Seller’s Crop revenue, including without limitation, a UCC financing statement.

Buyer may inspect the share certificates representing ownership of the Water Rights during the due diligence period. If Buyer finds any condition of said shares to be unsatisfactory, Buyer may terminate this Agreement and the termination shall be effective as of the date written notice is mailed to Seller, not upon the date of receipt of such written notice.

Contingency . Seller understands and acknowledges that this Agreement is expressly contingent upon Buyer’s ability to obtain favorable financing from the Bank in order for Buyer to proceed with the Transaction. The decision of whether the terms of such financing are favorable is in the sole and subjective discretion of Buyer. If Buyer cannot obtain favorable financing, Buyer shall notify Seller of Buyer’s intent to terminate this Agreement and the termination shall be effective as of the date written notice is mailed to Seller, not upon the date of receipt of such written notice.

II. Purchase of Real Property and Personal Property.

A.	Real Property.

Buyer shall purchase the Land from Seller by execution of the contracts for the purchase of real estate attached hereto and incorporated by reference herein as Exhibits C1 and C2. Each and every term and provision contained in the attached real estate contracts is incorporated into this Agreement as though fully set forth herein. If there is conflicting language between Exhibits C1 and C2 and this Agreement, the terms of this Agreement shall prevail.

The Land consists of 146.4 farmable acres and is made up of the following five (5) parcel numbers: 1310000012, 1310000013, 1310000005, 1302000038, 1302000037. The Land is more specifically described on the corresponding Exhibits C1 and C2. Buyer’s purchase of the Land includes, without limitation all the improvements, structures, irrigation systems, and wells located and/or affixed to the Land.

R&S warrants that it has marketable title to the Land and the Land is free of all liens and encumbrances, except the Bank’s two (2) Senior Deeds of Trust. Seller shall provide, at Seller’s expense, a title commitment insuring Buyer’s interest in title to said Land pursuant to the terms and conditions of the attached Exhibits C1 and C2. Seller warrants that the Bank’s Senior Deeds of Trust shall be paid in full at closing and released. Seller further warrants that any and all encumbrances against the Land and the Leased Premises shall be paid in full with the proceeds from the purchase price from this Transaction.

4.	Leased Premises. TRF shall also lease the Leased Premises (4 parcels) from R&S upon the following terms and conditions:

Farmable Acreage. The Leased Premises consists of the farmable acreage on the following parcels: Parcel # 1303000019, Parcel # 1303000012, Parcel #131000023, and Parcel #1310000031 with the applicable water rights associated with said parcels. Buyer shall lease the Leased Premises (82.3 farmable acres) for $150 per irrigated acre per year, payable in monthly installments. Buyer shall also be responsible for the applicable well fees and ditch assessments on the Leased Premises. The initial lease term shall be fifteen (15) years. Buyer’s payments made in connection with the Leased Premises shall be in addition to the Purchase Price below. Buyer’s lease of the farmable acreage is represented in the attached Exhibit D1 , which is incorporated by reference herein.

Warehouse . Buyer shall also lease from Seller, the Warehouse situated on Parcel # 1303000019 upon the terms and conditions set forth in the attached Commercial Lease which is incorporated by reference herein as Exhibit D2. If Seller has any tenants occupying residences on the Leased Premises, Seller agrees that Buyer shall not be liable to said Tenants for any claims, actions, inactions, negligence, or willful misconduct of Seller and Seller shall retain all liability to the Tenants for claims, actions, inactions, negligence or willful misconduct.

Right of First Refusal . If Seller intends to sell any part of the Leased Premises and/or the water rights accompanying the parcels comprising the Leased Premises, and/or the Warehouse (collectively herein the “Property Offered for Sale”) to a bona fide , independent third party, Seller shall notify Buyer in writing of Seller’s intent to sell the Property Offered for Sale and the price and other terms upon which the third party has agreed to purchase the Property Offered for Sale ("Seller’s Notice"), and Seller agrees to provide Buyer with the first right of refusal to purchase the Property Offered for Sale from Seller at the price and upon the terms set forth in Seller’s Notice. Buyer shall have sixty (60) days from the date of Seller’s Notice within which to make a binding election to purchase the Property Offered for Sale at the price and upon the terms specified in Seller's Notice. If Buyer commits to purchase the Property Offered for Sale, Buyer will be required to close on the purchase within ninety (90) days of Buyer’s acceptance of Seller’s Notice or on the date specified in Seller’s Notice, whichever is later. If Buyer fails, within the time period set forth above, to notify Seller of Buyer's binding agreement to purchase Property Offered for Sale at the price and upon the terms set forth in Seller’s Notice, then Seller shall be free to sell the Property Offered for Sale to that third party.

Personal Property. Attached as Exhibit E is a list of farming equipment “Farming Equipment”) Buyer shall purchase from Seller at Closing. Seller shall execute the necessary documentation to transfer all of Seller’s right, title and interest in and to the equipment to Buyer effective as of the Closing date. If the Farming Equipment is financed by Seller, Buyer shall assume the subject loan upon the particular lender’s approval.

Name. Buyer shall purchase the tradename “Dionisio Produce & Farms” as part of the Transaction. Seller shall execute the documentation necessary to transfer all of Seller’s right, title and interest in and to “Dionisio Produce & Farms” to Buyer with the Colorado Secretary of State and any Federal Registry. Seller may not utilize the tradename “Dionisio Produce & Farms” and shall inform Buyer of any unauthorized use of the name known to Seller.

III. Purchase of Water Rights. R&S shall sell to Buyer all of R&S’s right, title and interest in and to the Water Rights associated with the Land which are represented by share certificates in the Bessemer Ditch Company (hereinafter “Bessemer”). More specifically, ownership of the above-referenced Land purchased by Buyer comes with ownership of 147 shares in the Bessemer which shall be transferred to Buyer at Closing, in the form and manner customary for the transfer of Bessemer shares. Seller agrees to cooperate and execute all necessary documentation for the transfer of said shares upon Closing or within three (3) days following Closing. Seller represents and warrants that the 147 Bessemer share certificates are unencumbered except by the Bank’s current Senior Deeds of Trust which shall be released upon Closing.

IV. Purchase of Produce Contracts . Buyer shall also purchase from Seller, all of Buyer’s right, title and interest in and to all of DPF’s and/or R&S’s contracts for the sale of Seller’s Crops (“Produce Contracts”). As part of Buyer’s due diligence, Seller shall provide Buyer with all agreements and contracts, whether written or oral, Buyer has with any purchaser, past or present, of Seller’s Crops, including without limitation Cargill Farms and Taylor Farms. Seller shall cooperate in good faith with Buyer’s assumption and purchase of the Produce Contracts.

V. Employment Agreement.

Terms. At Closing, Dionisio shall execute an Employment Agreement with TRF whereby TRF shall engage Dionisio as an employee to provide farming services, input, advice and counsel on the various endeavors of TRF in its farming operations on the Land and Leased Premises for a period of two (2) years commencing May 1, 2012 and terminating on May 1, 2014. Either party may exercise the option to extend the duration of Dionisio’s employment for an additional three (3) years upon written notice no later than February 1, 2014. TRF shall pay Dionisio $12,500 per month in compensation with an additional $400 per month toward Dionisio’s health insurance expenses. Furthermore, Buyer anticipates awarding Dionisio with Restricted Stock Units (“RSUs”) in TRWC over the course of his employment based upon performance.

Covenant Not-to-Compete. Dionisio specifically acknowledges that the Employment Agreement includes a covenant not-to-compete in favor of TRF and TRWC. Dionisio warrants and acknowledges that the terms of the covenant are reasonable in duration and scope and are a material inducement to Buyer’s agreement to purchase the Land and Water Rights.

VI. Purchase Price. In addition to amounts paid by Buyer representing reimbursement for Seller’s 2012 Crop Expenses incurred prior to the Effective Date as set forth above, Buyer shall pay to Seller, the purchase price of Three Million Dollars ($3,000,000.00) allocated as follows:

A.	The Farming Equipment, Produce Contracts and DPF’s name shall be purchased for $1,500,000.00; and

B.	Buyer shall purchase the Land and the improvements, structures, irrigation systems, and wells located and/or affixed to the Land and the share certificates in the Bessemer for $1,500,000.00.

C.	Upon Closing, if any, Buyer shall also reimburse Seller for the Expenses set forth on the Expense List above and upon verification of the authenticity of same and the Crops shall become the sole and absolute property of Buyer.

D.	Seller shall pay in full all outstanding loans owed to the Bank so that the Bank shall be obligated to release the Senior Deeds of Trust and any and all encumbrances recorded against the Land and the Leased Premises.

E.	Seller shall also pay in full the loans and or any amounts due and owing to Dionisio’s father and uncle pursuant to oral or written agreements preexisting this Agreement.

VII. Indemnification.

A.	Indemnification by Seller. Seller agrees to indemnify and hold harmless Buyer and Buyer's heirs, successors and assigns from and against:

all losses, damages, liabilities, deficiencies or obligations incurred by Buyer or any such other indemnified person resulting from or arising out of (i) any breach of any representation or warranty made by Seller in this Agreement, (ii) any breach of any covenant, agreement or obligation of Seller contained in this Agreement, or (iii) any act or omission of Buyer with respect to the transactions contemplated herein and in the attached Exhibits, which acts, omissions, events or circumstances occur at or after Closing, without regard to whether a claim with respect to such matter is asserted before or after Closing; and all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing.

B.	Indemnification by Buyer. Buyer agrees to indemnify and hold harmless Seller and Seller’s heirs, successors and assigns from and against:

all losses, damages, liabilities, deficiencies or obligations incurred by Seller or by any such other indemnified person resulting from or arising out of (i) any breach of any representation or warranty made by Buyer in this Agreement, (ii) any breach of any covenant, agreement or obligation of Buyer contained in this Agreement, or (iii) any act or omission of Buyer with respect to the transactions contemplated herein and in the attached Exhibits, which acts, omissions, events or circumstances occur at or after Closing, without regard to whether a claim with respect to such matter is asserted before or after Closing; and all claims, actions, suits, proceedings, demands, judgments, assessments, fines, interest, penalties, costs and expenses (including settlement costs and reasonable legal, accounting, experts' and other fees, costs and expenses) incident or relating to or resulting from any of the foregoing.

VIII. Miscellaneous.

A.	Assignment of Agreement. This Agreement shall be assignable by Buyer without Seller’s prior written consent. This Agreement is not assignable by Seller without Buyer’s prior written consent.

Broker . Seller and Buyer each represent and warrant to each other that no broker has been retained or dealt with by either of them in connection with the transaction contemplated by this Agreement, including Garald L. Barber who is acting as a principal of Buyer, and each agrees to hold the other harmless from, and indemnify the other against, any claim or demand for commission by any broker based on their respective acts. Barber hereby discloses that he is a license real estate broker in the State of Colorado.

C.	Notices and Other Deliveries . Any notice or other documents or materials required or permitted to be delivered in connection with this Agreement shall be deemed properly delivered upon receipt by the Party to whom the same are to be delivered, as follows:

If to Seller, to:

Dionisio Produce & Farms LLC, R & S

Dionisio Real Estate and Equipment, LLC and Russell L. Dionisio

38810 Hwy 50 East

Vineland, CO 81006

If to Buyer, to Two Rivers Water Company

Attn: John R. McKowen

2000 S. Colorado Boulevard Annex Ste 420

Denver, Colorado 80222

with a copy to: Lyndsay S. Ressler

Howard & Jensen LLC

30 E. Kiowa St., Suite 104

Colorado Springs, CO 80903

Email: lressler@howardandjensen.com

And if to the Bank: First National Bank of Pueblo

John Thompson, Executive Vice-President

1419 Hwy 50 West

Pueblo, CO 81008

Either Party may, by notice properly delivered, change the person or address to which future notices and deliveries to that Party shall be made.

Seller acknowledges that Buyer is entering into the Transaction with the objective of owning the Land with all appurtenances thereto, the Water Rights and the Equipment. Buyer may terminate the Transaction if Seller is unable to transfer all of Seller’s right, title and interest in and to each element of the Transaction free and clear of any encumbrances.

E.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.

F.	Headings . The article and section headings in this Agreement are for convenience only, and shall not be used in its interpretation or considered part of this Agreement.

G.	Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

H.	Term of Agreement. This Agreement shall commence on the date of its execution and this Agreement and all covenants contained herein continue in full force and effect until such time as all obligations of the Parties to each other hereunder have been fulfilled.

Effect of Agreement . All negotiations relative to the matters contemplated by this Agreement are merged herein and there are no other understandings or agreements relating to the matters and things herein set forth other than those incorporated in this Agreement. This instrument and the attached Exhibits, as may be amended, set forth the entire agreement between the Parties. No provision of this Agreement shall be altered, amended, revoked or waived except by an instrument in writing signed by the Party to be charged with such amendment, revocation or waiver. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective personal representatives, heirs, successors and assigns.

J.	Survival of Representations and Warranties. All covenants, agreements, representations and warranties made hereunder or pursuant hereto or in consideration of the transactions contemplated hereby shall survive Closing of the Transaction.

Severability . If any clause or provision of this Agreement is illegal, invalid or unenforceable under applicable present or future laws, then it is the intention of the Parties that the remainder of this Agreement shall not be affected, and that in lieu of any such clause or provision there be added as a part hereof a substitute clause or provision as similar in terms and effect to such illegal, invalid or unenforceable clause or provision as may be possible.

L.	Timing . Time is of the essence of this Agreement.

M.	Future Assurances . From and after Closing, the Parties agree to execute and deliver such other and further documents and agreements as may be requested by a Party to more fully implement and document the intent of the Parties as set forth in this Agreement.

Costs. In any action to enforce this Agreement, or to collect damages on account of any breach of warranty or indemnity provided for herein, the prevailing Party shall also be entitled to collect all its costs in such action, including costs of investigation, settlement, reasonable attorneys' fees and all additional costs of collecting any judgment rendered in such action.

Counsel. Both Parties have retained independent legal counsel to render advice as to the terms and conditions herein and the obligations of each Party. This Agreement shall not be construed as being drafted by either of the Parties but rather it being a collective collaboration of the Parties’ intent.

This Agreement is executed as of the date first written above.

SELLER:

R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company

By: /s/ Russell Dionisio

Title: Managing Member

Dionisio Produce & Farms, LLC a Colorado limited liability company

By: /s/ Russell Dionisio

Title: Managing Member

BUYER:

Two Rivers Farms, LLC, a Colorado limited liability company

By: /s/ Wayne Harding

Its: Manager

TRWC, INC. , a Colorado corporation d/b/a

Two Rivers Water Company

By: /s/ Wayne Harding

Its: CFO

Exhibit 99.3

First Amendment to the Master Agreement

This is a First Amendment (the “First Amendment”) to that certain Master Agreement (the “Agreement”), dated the 12th day of April, 2012 (the "Effective Date"), and executed by and among R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company (“R&S”), Dionisio Produce & Farms, LLC, a Colorado limited liability company (“DPF”) and Russell L. Dionisio (“Dionisio”) on the one hand and hereinafter referred to collectively as “Seller” and Two Rivers Farms, LLC, a Colorado limited liability company (hereinafter “Buyer” or “TRF”), a wholly-owned entity of Two Rivers Water Company, a Colorado corporation (“TRWC”), on the other hand.

Seller and Buyer are individually referred to hereinafter as a “Party” and collectively as the “Parties.” Capitalized terms used herein if not separately defined in this First Amendment shall have the meanings set forth in the Agreement. To the extent of any inconsistencies between the terms of this First Amendment and the Agreement, the terms of this First Amendment shall control.

Recitals

A.	On April 12 th , 2012 the Parties entered into the Agreement with an anticipated Closing on or before July 31 st , 2012;

B.	It is necessary for the Parties to separate the Transaction into two (2) phases;

C.	Subject to the terms and conditions set forth in the Agreement, Buyer’s purchase of the Land and the improvements, structures, irrigation systems, and wells located and/or affixed to the Land and the Water Rights shall occur on or before July 31 st , 2012 (hereinafter “First Phase”);

D.	Subject to the terms and conditions set forth in the Agreement, Buyer’s purchase of Seller’s Farming Equipment, the Produce Contracts and DPF’s name shall be extended to October 31 st , 2012 (hereinafter “Second Phase”);

E.	Buyer agrees to release Parcel # 1303000019, Parcel # 1303000012, Parcel #131000023, and Parcel #1310000031 (collectively “Released Parcels”) from the Junior Deed of Trust so that Buyer shall no longer hold a security interest in said Released Parcels;

F.	Seller is willing to close the Transaction in two stages pursuant to the terms and conditions of this First Amendment; and

G.	The Parties are entering into this First Amendment to specify the terms and conditions by which the Closing will be accomplished in two phases and to make certain other adjustments to the Agreement to accommodate the two-phase Closing.

Agreement

In consideration of the foregoing Recitals which are incorporated herein by this reference, the covenants contained herein and the earnest money discussed below in Section 7., the Parties agree as follows:

1.	The Due Diligence period set forth in Article I of the Agreement shall remain in effect with regard to Buyer’s purchase of the Land and Water Rights constituting the First Phase of the Transaction.

2.	Buyer’s rights to terminate the Agreement contained in the Agreement shall remain unchanged with the execution of this First Amendment.

3.	If the Agreement has not been terminated, the Parties shall endeavor to close on the First Phase on or before July 31 st , 2012:

The First Phase is Buyer’s purchase of the Land and the improvements, structures, irrigation systems, and wells located and/or affixed to the Land and the Water Rights for $1,500,000.00. The remaining terms and conditions of Buyer’s purchase of the Land and the Water Rights as described in the Agreement shall remain unchanged.

B.	If Buyer proceeds with the First Phase, then Buyer’s lease of the Leased Premises shall also commence upon closing of the First Phase. The remaining terms and conditions of Buyer’s lease of the Leased Premises as described in the Agreement shall remain unchanged.

C.	If Buyer proceeds with the First Phase, then Buyer’s lease of the Warehouse as that term is defined in the Agreement shall commence upon closing of the First Phase. The remaining terms and conditions of Buyer’s lease of the Warehouse as described in the Agreement shall remain unchanged.

4.	After Closing on the First Phase, if any, Buyer shall be afforded another period of due diligence consisting of 120 days from said closing on the First Phase to determine whether or not Buyer shall proceed to close the Second Phase of the Transaction:

A.	The Second Phase is Buyer’s purchase of the Farming Equipment, Produce Contracts and DPF’s name for $1,500,000.00. The remaining terms and conditions of Buyer’s purchase of said property as described in the Agreement shall remain unchanged.

Article VI. subsection C. of the Agreement shall be amended to state as follows: “Upon closing of the First Phase, if any, Buyer shall also reimburse Seller for the Expenses set forth on the Expense List herein upon verification of the authenticity of same and the Crops shall become the sole and absolute property of Buyer.”

Buyer shall be under no obligation to close on the First Phase or the Second Phase if Buyer cannot obtain commercially reasonable financing. As such, the financing contingency provision set forth in Article I. subsection K. of the Agreement shall apply to both Phase One and Phase Two of the Transaction.

Upon mutual execution of this First Amendment, Buyer shall pay to Seller an amount of $30,000 in the form of earnest money in consideration of the extension granted herein relating to the Second Phase. If Buyer proceeds with the Second Phase, Buyer shall receive a credit in the amount of $30,000 representing the earnest money which shall be applied toward the purchase price at closing of the Second Phase. If Buyer does not proceed with the Second Phase, the $30,000 shall be non-refundable to Buyer.

Buyer shall release the Released Parcels from the Junior Deed of Trust. Buyer acknowledges the Released Parcels should not have been contained on the Junior Deed of Trust. Buyer’s security represented by the Junior Deed of Trust for repayment of amounts advanced by Buyer pursuant to the Agreement shall be only those parcels representing the Land which may be purchased by Buyer.

9.	Future Assurances. From and after the First Closing, the Parties agree to execute and deliver such other and further documents and agreements as may be requested by a Party to more fully implement and document the intent of the Parties as set forth in this First Amendment.

10.	Survival. Except as modified by this First Amendment, all of the terms and conditions of the Agreement remain in full force and effect as currently stated therein and shall survive the closings of the First and Second Phases, if any.

SELLER:

R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company

By: /s/ Russ Dionisio

Title: Managing Member

Dionisio Produce & Farms, LLC a Colorado limited liability company

By: /s/ Russ Dionisio

Title: Managing Member

BUYER:

Two Rivers Farms, LLC, a Colorado limited liability company

By: /s/ Wayne Harding

Its: Manager

TRWC, INC. , a Colorado corporation d/b/a

Two Rivers Water Company

By: /s/ Wayne Harding

Its: CFO

Exhibit 99.4

Second Amendment to the Master Agreement

This is a Second Amendment (the “Second Amendment”) to that certain Master Agreement dated the 12th day of April, 2012 (the "Effective Date") and the First Amendment to Master Agreement (collectively the “Agreement”), both of which are executed by and among R&S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company (“R&S”), Dionisio Produce & Farms, LLC, a Colorado limited liability company (“DPF”) and Russell L. Dionisio (“Dionisio”) on the one hand and hereinafter referred to collectively as “Seller” and Two Rivers Farms, LLC, a Colorado limited liability company (hereinafter “Buyer” or “TRF”), a wholly-owned entity of Two Rivers Water Company, a Colorado corporation (“TRWC”), on the other hand.

Seller and Buyer are individually referred to hereinafter as a “Party” and collectively as the “Parties.” Capitalized terms used herein if not separately defined in this Second Amendment shall have the meanings set forth in the Agreement. To the extent of any inconsistencies between the terms of this Second Amendment and the Agreement, the terms of this Second Amendment shall control.

Recital

Buyer anticipates obtaining financing for the First Phase of the transactions contemplated in the Agreement earlier than expected. In order to procure favorable financing for the First Phase, the Lender requires that Buyer form a new limited liability company to take title to the Land, Water Rights, and other property set forth in the Agreement.

Agreement

In consideration of the foregoing Recital which is incorporated herein by this reference and the covenants contained herein, the Parties agree as follows:

1.	“TR Bessemer, LLC” shall replace “Two Rivers Farms, LLC” as the Buyer as that term is utilized throughout the Agreement.

2.	The parties shall endeavor to close on the First Phase, as that term is defined in the First Amendment, on or before June 30, 2012.

Section III of the Master Agreement entitled “Purchase of Water Rights” shall be amended as follows: Purchase of Water Rights . R&S shall sell to Buyer all of R&S’s right, title and interest in and to the Water Rights associated with the Land which are represented by share certificates in the Bessemer Ditch Company (hereinafter “Bessemer”). More specifically, ownership of the above-referenced Land purchased by Buyer comes with ownership of 146.4 shares in the Bessemer which shall be transferred to Buyer at Closing, in the form and manner customary for the transfer of Bessemer shares. Seller agrees to cooperate and execute all necessary documentation for the transfer of said shares upon Closing or within three (3) days following Closing. Seller represents and warrants that the 146.4 Bessemer share certificates are unencumbered except by the Bank’s current Senior Deeds of Trust which shall be released upon Closing.

That portion of Sections 7.1 of Exhibit C1 and Exhibit C2 to the Master Agreement dealing with the title commitment insuring over the standard exceptions shall be amended to reflect the following: “The title insurance commitment shall not commit to delete or insure over the standard exceptions which relate to: parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics’ liens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing.” All other portions of Section 7.1 of Exhibit C1 and Exhibit C2 to the Master Agreement shall remain unchanged.

The First Phase of the Transaction shall also include Buyer’s assumption of the leases in effect at the time of execution of this Second Amendment wherein Seller leases farmland from third party lessors (the “Third Party Leases”). At the time of execution of this Second Amendment Seller leases farmland from the following individuals and entities: Brian Mater, Dana Mauro, Dan Nue, Lucille Wilson, Disanti Land & Cattle, Anita Trujillo, Vineland Investment, and Chuck Dionisio. Buyer shall assume the Third Party Leases and the Crops derived therefrom upon closing of the First Phase.

6.	Future Assurances. From and after closing on the First Phase, the Parties agree to execute and deliver such other and further documents and agreements as may be requested by a Party to more fully implement and document the intent of the Parties as set forth in this Second Amendment.

7.	Survival. Except as modified by this Second Amendment, all of the terms and conditions of the Agreement remain in full force and effect as currently stated therein and shall survive the closings of the First and Second Phases, if any.

SELLER:

R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company

By: /s/ Russ Dionisio

Title: Managing Member

Dionisio Produce & Farms, LLC a Colorado limited liability company

By: Russ Dionisio

Title: Managing Member

BUYER:

TR Bessemer, LLC

By: /s/ Wayne Harding

Title: Manager

TRWC, INC. , a Colorado corporation d/b/a

Two Rivers Water Company

By: /s/ Wayne Harding

Its: CFO

Exhibit 99.5

Third Amendment to the Master Agreement

October 31, 2012

This is a Third Amendment (the “Second Amendment”) to that certain Master Agreement dated the 12st day of April, 2012 and to the First Amendment to Master Agreement and Second Amendment (collectively the “Agreement”), both also dated April 12, 2012 all of which are executed by and among R&S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company (“R&S”), Dionisio Produce & Farms, LLC, a Colorado limited liability company (“DPF”) and Russell L. Dionisio (“Dionisio”) on the one hand and hereinafter referred to collectively as “Seller” and TR Bessemer, LLC, a Colorado limited liability company (hereinafter “Buyer” or “TR Bessemer”), a wholly-owned entity of Two Rivers Water Company, a Colorado corporation (“TRWC”), on the other hand.

Seller and Buyer are individually referred to hereinafter as a “Party” and collectively as the “Parties.” To the extent of any inconsistencies between the terms of this Third Amendment and the Agreement, the terms of this Third Amendment shall control.

Recital

In the First Amendment, the Parties split the closing, as originally defined in the Master Agreement, into two phases. The first phase was closed on June 15, 2012. The second phase is scheduled to close October 31, 2012. The Parties wish to extend the closing date of the Master Agreement, and more specifically the closing dates of the second phase as defined in the First Amendment, to November 2, 2012.

Agreement

In consideration of the foregoing Recital which is incorporated herein by this reference and the covenants contained herein, the Parties agree as follows:

1.	The closing date of the second phase, as defined in the First Amendment, shall be extended to November 2, 2012.

SELLER:

R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company

By:/s/ Russ Dionisio

Title: Managing Member

Dionisio Produce & Farms, LLC a Colorado limited liability company

By: /s/ Russ Dionisio

Title: Managing Member

BUYER:

TR Bessemer, LLC

By: /s/ Wayne Harding

Title: Manager

TRWC, INC. , a Colorado corporation d/b/a

Two Rivers Water Company

By: /s/Wayne Harding

Its: CFO

Exhibit 99.6

Second Closing to Master Agreement

November 2, 2012

This is the Second Closing (the “Second Closing”) to that certain Master Agreement (the “Agreement”), dated the 12th day of April, 2012 (the "Effective Date"), and executed by and among R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company (“R&S”), Dionisio Produce & Farms, LLC, a Colorado limited liability company (“DPF”) and Russell L. Dionisio (“Dionisio”) on the one hand and hereinafter referred to collectively as “Seller” and TR Bessemer, LLC, a Colorado limited liability company (hereinafter “Buyer” or “TR Bessemer”), a wholly-owned entity of Two Rivers Water Company, a Colorado corporation (“TRWC”), on the other hand.

Seller and Buyer may be individually referred to hereinafter as a “Party” and collectively as the “Parties.” Capitalized terms used herein if not separately defined in this First Amendment shall have the meanings set forth in the Agreement. To the extent there are any inconsistencies between the terms of this Second Closing and the Agreement and its amendments, the terms of this Second Closing shall control.

Recitals

A.	On April 12 th , 2012 the Parties entered into the Agreement with an anticipated Closing on or before July 31 st , 2012;

B.	The Parties separated the transaction into two (2) phases;

C.	Subject to the terms and conditions set forth in the Agreement, Buyer’s purchase of the Land and the improvements, structures, irrigation systems, and wells located and/or affixed to the Land and the Water Rights shall occur on or before July 31 st , 2012 (hereinafter “First Phase”);

D.	Subject to the terms and conditions set forth in the Agreement, Buyer’s purchase of Seller’s Farming Equipment, the Produce Contracts and DPF’s name shall be extended to October 31 st , 2012 (hereinafter “Second Phase”);

E.	The Parties agreed in a Second Amendment to the Master Agreement to amend certain dates and substitute TR Bessemer, LLC for Two Rivers Farms, LLC.

F.	The Parties further agreed in the Third Amendment to the Master Agreement to extend the second closing to November 2, 2012.

G.	The Second Closing will finalize all terms of all rights and obligations of all Parties under the Master Agreement.

As part of the satisfaction of the conditions of the Master Agreement, the Parties hereby agree as follows:

AGREEMENT

1.	Obligations of Buyer. Pursuant to the Master Agreement and its amendments, the Buyer agreed to pay $1,500,000 (one million five hundred thousand dollars)(“Second Closing Purchase Price”) to Seller at the Second Closing. Seller agrees to accept this amount in the following manner:

A. $900,000 (nine hundred thousand dollars) in cash; and

B. $600,000 (six hundred thousand dollars) in the form of a Promissory Note. The Promissory Note is attached as Exhibit C.

2.	Obligations of Seller. Pursuant to the Master Agreement and its amendments, the Seller agreed to sell, convey, or otherwise transfer certain assets to Buyer (or enter into certain agreements as in the case of the Employment Agreement) as follows:

Name. Pursuant to Section IIC, TR Bessemer agreed to purchase the trade name and trademark “Dionisio Produce & Farms”. Attached as Exhibit A is the form of Assignment of Trademark and Trade Name (“Assignment”). Upon Execution of the Assignment, the Parties agree that all terms and conditions in the Master Agreement relating to Section IIC have been satisfied.

Employment. Pursuant to Section V of the Master Agreement, TR Bessemer agreed to employ Dionisio under certain terms, including a covenant not to compete. The Parties recognize that the terms which TR Bessemer agrees to employ Dionisio have changed. Attached as Exhibit B is a form of Employment Agreement which contains the terms and conditions of TR Bessemer’s employment of Dionisio. Upon Execution of the Employment Agreement, the Parties agree that all terms and conditions in Section V of the Master Agreement and its amendments have been satisfied.

Loan. Pursuant to the Master Agreement and its amendments, Dionisio agreed to carry back a loan to Buyer. Attached as Exhibit C is a Promissory Note representing that loan. The Promissory Note contains all the terms and conditions related to Seller’s carry-back loan to Buyer. Upon the payment of the Second Closing Purchase Price, all Parties agree that all terms at Section VI in the Master Agreement and its amendments related to the Purchase Price have been satisfied.

Lease. Pursuant to the Master Agreement and its amendments, Seller agreed to lease certain equipment and a residential structure to Buyer. Attached as Exhibit D is the Lease. The Lease contains all the terms and conditions related to Seller’s lease of the certain equipment and the residential structure to Buyer.

E.	Equipment. Pursuant to the Master Agreement and its amendments, Seller agreed to sell certain Equipment to Buyer. Attached as Exhibit E is a Bill of Sale. The Bill of Sale contains all the terms and conditions related to Seller’s sale of the certain Equipment to the Buyer.

Produce contracts. Pursuant to Section IV of the Master Agreement, Seller agreed to sell all DFP’s and/or R&S’s contract for the sale of Seller’s Crops (“Produce Contracts”). Attached as Exhibit F is an Assignment of Produce Contracts which contains all the terms and conditions related to Seller’s sale of the Produce Contracts to the Buyer.

3.	Representations of Buyer and Seller.

Buyer and Seller represent that certain terms and conditions of the Master Agreement have been mutually adjusted, modified, or amended, and that this Second Closing represents the mutual and final closing on the rights and obligations between the Parties as contemplated by the Master Agreement. To the extent there are any agreements or provisions in the Second Closing that specifically conflict with provisions in the Master Agreement, the terms and conditions contained within this Second Closing and the agreement executed pursuant to the Second Closing shall govern.

If any agreement executed pursuant to this Second Closing shall be breached, or shall be found to be, invalid, inoperative, or unenforceable as applied to any particular case in any jurisdiction or jurisdictions, such circumstance shall not have the effect of rendering other agreements executed pursuant to the Master Agreement invalid, inoperative, or unenforceable.

C.	The Parties are authorized to execute this Second Closing and the agreements contained herein. There have been no changes, or new liens or encumbrances to the assets being sold as part of the Second Closing.

SELLER:

R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company

By: /s/ Russell Dionisio

Title: Managing Member

Dionisio Produce & Farms, LLC a Colorado limited liability company

By: /s/ Russell Dionisio

Title: Managing Member

Russell L. Dionisio

/s/ Russell Dioniso

BUYER:

TR Bessemer, LLC, a Colorado limited liability company

By: /s/ Wayne Harding

Its: Manager

TRWC, INC. , a Colorado corporation d/b/a

Two Rivers Water Company

By: /s/ Wayne Harding

Its: CFO

Exhibit 99.7

Assignment of Trademark

For good and sufficient consideration, receipt of which is hereby acknowledged, R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company (“R&S”), Dionisio Produce & Farms, LLC, a Colorado limited liability company (“DPF”) and Russell L. Dionisio (“Dionisio”) on the one hand and hereinafter referred to collectively as “Seller” does sell, assign, and transfer to TR Bessemer, LLC, a Colorado limited liability company, its successors and assigns (" Buyer "), a wholly-owned entity of Two Rivers Water Company, a Colorado corporation (“TRWC”), effective as of November 2, 21012, all Seller's right, title, and interest in and to each and all of the following assets:

1.	All of Seller’s rights to the trademarks “Dionisio Farms & Produce”, “Dionisio Produce & Farms”, “Dionisio Produce”, “Dionisio Farms” and any marks related to the Dionisio Farms & Produce business (“Trademarks”).

All of Seller’s rights to the following rights associated with the Trademarks, including but limited to: (a) The logos, business practices, use standards, trade dress, and good will associated therewith. (b) The renewals, extensions and modifications of any applications or use with local, state, and federal offices or regulatory agencies.(c) All income, royalties, damages, and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, damages and payments for past or future infringements, dilution or improper use thereof;(d) All rights corresponding thereto, including, without limitation, the right to sue and recover for past, present and future infringements, dilution or improper use thereof.(e) All other proceeds and products of the foregoing, including, without limitation, any rights pursuant to its agreements with any other party relating thereto.

Representations and Warranties.

(i)

Seller warrants that it is the legal owner of all right, title and interest in the Trademark, that the Trademark(s) has not been otherwise previously pledged, assigned, or encumbered and that this assignment does not infringe on the rights of any person. Seller agrees to cooperate with Buyer and to execute and deliver all papers, instruments and assignments as may be necessary to vest all right, title and interest in and to the Trademark(s), including, without limitation, recordation of the assignment in the United States Patent and Trademark Office.

(ii)	Seller warrants that he will not enter into any agreement inconsistent with Seller’s rights transferred under this Assignment.

(iii)

Seller warrants that this Assignment shall not terminate and shall survive the termination of any business relationship between Seller and Buyer and their assigns and successors. IN WITNESS WHEREOF, the parties have executed this Assignment by their signature or the signature of their duly authorized representatives below. SELLER:

R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company

By: /s/ Russell Dionisio

Title: Managing Member

Dionisio Produce & Farms, LLC a Colorado limited liability company

By: /s/ Russell Dionisio

Title: Managing Member

BUYER:

TR Bessemer, LLC, a Colorado limited liability company

By: /s/ Wayne Harding, Manager

Exhibit 99.8

Bill of Sale

November 2, 2012

For good and sufficient consideration, receipt of which is hereby acknowledged, R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company (“R&S”), Dionisio Produce & Farms, LLC, a Colorado limited liability company (“DPF”) and Russell L. Dionisio (“Dionisio”) on the one hand and hereinafter referred to collectively as “Seller” and TR Bessemer, LLC, a Colorado limited liability company (hereinafter “Buyer” or “TR Bessemer”), a wholly-owned entity of Two Rivers Water Company, a Colorado corporation (“TRWC”), on the other hand. This Bill of Sale is made pursuant to that certain Master Agreement between the parties (the “Agreement”), dated the 12th day of April, 2012.

Seller has does SELL, ASSIGN, TRANSFER, and DELIVER to TR Bessemer, LLC, a Colorado limited liability company, its successors and assigns (" Buyer "), effective as of November 2, 21012, all Seller's right, title, and interest in and to each and all of the following assets:

2010 John Deere 7930 MFD

2011 John Deere 7330 RMFD

2011 John Deere 8360 RMFD

1 John Deere Air Corn 6Row

1 John Deere 955 6 Bottom Switchplow

1 Landoll 18 FT Mulcher

1 Landoll 23 FT Disc

1 Artsway 24 FT Land Plane

1979 ALLIS CHALMER7045

1991 CASE INTERNATIONAL5120 MFD

1995 JOHN DEERE7800

2002 JOHN DEERE7410

2009 JOHN DEERE6700 HI CYCLE SPRAYER

1 PLANTER JR VEG 8ROW

3 MILTON VEG 6ROW

1 MONESOM VEG 6ROW

1HINIKER 6ROW CULTIVATOR

1 BUSH HOG 6 ROW CULTIVATOR

1 ELMER 6 ROW CULTIVATOR

1 ALLIS CHALMER 6 ROW CULTIVATOR

1 INTERNATIONAL 21 FTT AND EM DISC

1 ALLIS CHALMER 21 FT VIBER SHANK

1 BRILLION FORAGE CHOPPER

1 BRILION 18 FT MULCHERS

1 INTERNATIONAL FORAGE CHOPPER

1 ALLIS CHALMER V-DITCHER 3 PT

1 BIG RHINO 6FT DITCH BLADE

1 IH 15 FT VEG TRAILERS

1 VEG-ALL 21 FT CONVEYOR

1 JOHN DEERE 7 SHANK V RIPPER

1 JOHN DEERE 12 ROW BEDDING BAR

1 IH 8 ROW BEDDING BAR

Seller hereby authorizes Buyer to take any appropriate action in connection with any of these rights, claims, causes of action, and property, in the name of Seller or in its own or any other name.

And Seller, subject to the terms of the Agreement, does hereby warrant, covenant and agree that it:

(a) has good and marketable title to the assets, hereby sold, assigned, transferred, conveyed, and delivered;

(b) will warrant and defend the sale of these assets, against all and every person or persons whomsoever claiming to or making claim against any or all of them; and

(c) will take all steps necessary to put Buyer, its successors or assigns, in actual possession and operating control of the assets.

Any individual, partnership, corporation, or other entity may rely without further inquiry upon the powers and rights herein granted to the Buyer.

AGREED:

SELLER:

R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company

By: /s/ Russell Dionisio

Title: Managing Member

Dionisio Produce & Farms, LLC a Colorado limited liability company

By: /s/ Russell Dionisio

Title: Managing Member

BUYER:

TR Bessemer, LLC, a Colorado limited liability company

By: /s/ Wayne Harding

Its: Manager

TRWC, INC. , a Colorado corporation d/b/a

Two Rivers Water Company

By: /s/ Wayne Harding, CFO

Exhibit 99.9

Promissory note

$600,000.00 November 2, 2012

FOR VALUE RECEIVED, TR Bessemer, LLC, a Colorado limited liability company having an address at 2000 S. Colorado Blvd. Tower One, Suite 3100, Denver, CO 80222 (“TRF” or the “Maker"), promises to pay to R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company(“Dionisio”), the principal sum of six hundred thousand dollars ($600,000.00), with interest thereon, and on the amount thereof from time to time outstanding, to be computed as hereinafter provided, until the said principal sum shall be fully paid and to be due and payable as hereinafter provided. The said principal sum, or the amount thereof outstanding, with accrued and unpaid interest thereon, shall be due and payable on the Maturity Date (as hereinafter defined). This Promissory Note (“Note”) has been prepared in conjunction with, and subject to, a governing Master Agreement and its amendments.

1. Definitions. The following terms, as used in this Note, shall have the following meanings, which meanings shall be applicable equally to the singular and the plural of the terms defined:

" Base Rate " shall mean a stated fixed rate of six point zero (6.00%) percent per annum. The Note shall have a five year term with interest only payable quarterly;

" Business Day " shall mean a day of the year on which banks are open for business and are not required or authorized to close in the United States.

" Event of Default ” shall mean the occurrence of any one or more of the following events or circumstances; (i) the failure of the Maker to make any payment required to be made under this Note within thirty (30) days after its due date; (ii) the failure of the Maker to strictly comply with any other provision of this Note.

" Maturity Date " shall mean the earlier of (i) the Stated Maturity Date or (ii) the date upon which Dionisio elects to accelerate the indebtedness evidenced by this Note by reason of the occurrence of an Event of Default.

“ Note ” shall mean this Note and any amendments, modifications, renewals, extensions and replacements of or substitutions for this Note.

“ Notice ” shall mean all notices, requests, demands and other communications hereunder, which shall be in writing, and shall be deemed to have been duly given if delivered or mailed by overnight mail, registered, or certified mail to the Maker at 2000 S. Colorado Blvd. Tower One, Suite 3100, Denver, CO 80222, or to such other address as the parties may designate in writing.

" Stated Maturity Date " shall mean November 1, 2017.

2. Applicable Interest Rate.

A. The outstanding principal balance hereof shall bear interest at the Base Rate.

B. Interest is payable quarterly.

3. Payments; Collateral; Acceleration.

A. The quarterly, interest only, installments in the amount of $9,000 (nine thousand dollars) shall be due and payable on the first day of each February, May, August, and November, every year through the Maturity Date. The quarterly interest payments shall commence February 1, 2013.

B. Maker shall pay $600,000 (six hundred thousand dollars) to Dionisio, along with any applicable interest, on November 1, 2017.

C. As security for the repayment of this Note, the Maker will provide certain farm equipment (“Equipment”) as collateral. The Equipment is further defined in that Bill of Sale executed between the Parties and dated November 2, 2012. The Bill of Sale is hereby incorporated into this Note and attached as Exhibit A .

D. Upon any Termination of Employment of Russell Dionisio, as provided in his Employment Contract, the Promissory Note will accelerate and become due and payable in full.

4. Prepayment. The Maker shall have the right to prepay the unpaid principal balance of this Note in part. The Maker shall have the right to prepay the entire unpaid principal balance of this Note, at any time upon thirty (30) days' prior written notice to Dionisio, provided that the Maker pays to Dionisio all accrued and unpaid interest and other sums due and payable hereunder through the date of such prepayment.

5. Applicable Law. This Note has been negotiated, executed, made and delivered in Colorado, where payments shall be made. The Maker agrees that this Note shall be governed by, and construed and enforced in accordance with, the laws of Colorado without reference to conflicts of laws provisions.

8. Modifications. This Note may not be changed or terminated orally but only in writing signed by the parties hereto.

9. Waiver.

A. The Maker hereby does not waive presentment for payment, demand, protest, notice of non-payment or dishonor and of protest, and agrees to remain bound until the principal sum of this Note or the amount thereof outstanding and interest and all other sums payable hereunder are indefeasibly paid in full notwithstanding any extensions of time for payment which may be granted even though the period of extension be indefinite, and notwithstanding any inaction by, or failure to assert any legal right available to, Dionisio.

B. It is further expressly agreed that any waiver by Dionisio, other than a waiver in writing signed by Dionisio, of any term or provision hereof, shall not be controlling, nor shall it prevent or estop Dionisio from thereafter enforcing such term, provision, right, remedy or power, and the failure or refusal of Dionisio to insist in any one or more instances upon the strict performance of any of the terms or provisions of this Note shall not be construed as a waiver or relinquishment for the future of any such term or provision, but the same shall continue in full force and effect. Dionisio's rights, remedies and powers under this Note are and shall be cumulative and are in addition to all other rights, remedies and powers of Dionisio in law or in equity.

10. Successors. Maker and Dionisio may only sell, assign, convey, or otherwise transfer this Note upon written consent of the other party.

11. Miscellaneous.

A. THE MAKER AND DIONISIO EACH HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE.

B. In the event that any provision of this Note or the application thereof to the Maker or any circumstance in any jurisdiction governing this Note shall, to any extent, be invalid or unenforceable under any applicable statute, regulation or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation or rule of law, and the remainder of this Note and the application of any such invalid or unenforceable provision to parties, jurisdictions or circumstances other than to whom or to which it is held invalid or unenforceable shall not be affected thereby nor shall same affect the validity or enforceability of any other provision of this Note.

C. Time is of the essence as to all dates set forth in this Note; provided, however, whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment may be made on the next succeeding Business Day and such extension of time shall in such case be included in the computation of interest payable hereunder.

D. The Maker hereby agrees to perform and comply with each of the terms, covenants and provisions contained in this Note on the part of the Maker to be observed and/or performed hereunder and thereunder.

E. No act of commission or omission of any kind or at any time upon the part of the Dionisio in respect of any matter whatsoever shall in any way impair the rights of the Dionisio to enforce any right, power or benefit under this Note.

F. The captions proceeding the text of the various paragraphs contained in this Note are provided for convenience only and shall not be deemed to in any way affect or limit the meaning or construction of any of the provisions hereof.

12. Jurisdiction. The Maker and Dionisio hereby agree to personal jurisdiction in Colorado in any action or proceeding arising out of the Note.

13. Merger. The terms of the Note supercede all oral agreements and prior writings with respect to the subject matter of the Note.

14. Remedies. Upon an Event of Default, Dionisio has the right to refuse to make any further advances or loans to Maker; to accelerate the indebtedness to become immediately due and payable and to sue on the Note; and to exercise any other rights and remedies that Dionisio has under applicable law. Nothing in this clause or in this Note shall be construed as a limitation on remedies available to Dionisio upon an Event of Default.

IN WITNESS WHEREOF, this Note has been duly executed by the Maker as of the day and year first above written.

TR BESSEMER, LLC

By: /s/ Wayne Harding

Title: Manager

Exhibit 99.10

Assignment of contracts

This ASSIGNMENT OF PRODUCE CONTRACTS (“Assignment”) is made and executed by and among R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company (“R&S”), Dionisio Produce & Farms, LLC, a Colorado limited liability company (“DPF”) and Russell L. Dionisio (“Dionisio”) on the one hand and hereinafter referred to collectively as “Seller” and TR Bessemer, LLC, a Colorado limited liability company (hereinafter “Buyer” or “TR Bessemer”), a wholly-owned entity of Two Rivers Water Company, a Colorado corporation (“TRWC”), on the other hand. This Assignment is made pursuant to that certain Master Agreement between the parties (the “Agreement”), dated the 12th day of April, 2012.

Seller hereby assigns all Seller's right, title, and interest in and to each and all of the following assets:

(i)

All of Seller's rights and privileges under its contracts to sell crops ("Produce Contracts”). These Produce Contracts may be written or oral, but they represent every agreement to sell crops grown and harvested on the farmland owned and controlled by TR Bessemer or its affiliated entity, Dionisio Farms & Produce, Inc. The Produce Contracts will include, but are not limited to existing, past, or future contracts with Cargill, Taylor Farms, Wal-Mart, Kroger, or Rizes Produce.

(ii)

All of Seller's customer lists, uncollected invoices, credit files, books of account, contracts, sales representation agreements and sales agency agreements (if any), files, papers, books, records, designs, drawings, specifications and engineering data, and all other public or confidential business records, all to the extent reasonably required for the orderly continuation of the business operations, and continued operation of the Produce Contracts, of Seller by Buyer.

And Seller does hereby warrant, covenant and agree that it:

(a)	has valid and effective Produce Contracts that can be sold, assigned, transferred, conveyed, and delivered to Buyer; and

(b)	has the authority to sell, assign, transfer or convey the Produce Contracts;

(c)	will warrant and defend the sale of these Produce Contracts against all and every person or persons whomsoever claiming to or making claim against any or all of them; and

(d)	will cooperate in good faith with TR Bessemer’s, or its assigns, assumption and purchase of the Produce contracts and will take all steps necessary to put Buyer, its successors or assigns, in actual possession and operating control of the Produce Contracts; and

(e)	will execute and deliver such other and further documents and agreements as may be requested by TR Bessemer, or its assigns, to more fully implement and document the intent of the Parties as set forth in this Assignment and in the Master Agreement.

SELLER:

R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company

By: /s/ Russell Dionisio

Title: Managing Member

Dionisio Produce & Farms, LLC a Colorado limited liability company

By: /s/ Russell Dionisio

Title: Managing Member

BUYER:

TR Bessemer, LLC, a Colorado limited liability company

By: /s/ Wayne Harding

Its: Manager

TRWC, INC. , a Colorado corporation d/b/a

Two Rivers Water Company

By: /s/ Wayne Harding, CFO

Exhibit 99.11

Employment agreement with Russ Dionisio

This EMPLOYMENT AGREEMENT (the " Agreement ") is effective as of the 2nd day of November 2012 by and between Russell L. Dionisio an individual (" Employee "), and Dionisio Farms & Produce, Inc., a Colorado corporation (the " Company ").

WHEREAS, the Company has determined that it is in the best interests of the Company and its stockholders to enter into this Agreement setting forth the rights, obligations and duties of both the Company and the Employee; and

WHEREAS, the Company wishes to assure itself of the services of the Employee for the period hereinafter provided, and the Employee is willing to be employed by the Company for said period, upon the terms and conditions provided in this Agreement.

IN CONSIDERATION of the mutual covenants and promises herein contained, and subject to the terms and conditions herein set forth, Employee and the Company hereby agree as follows:

1. Term of Employment; Duties.

(a) The " Term of Employment " shall commence on the effective date of this Agreement and shall continue for an initial term of three (3) years unless earlier terminated as provided in this Agreement (the " Initial Term "). After the Initial Term, the Term of Employment will be automatically extended for additional one (1) year terms unless the Company provides written notice to Employee that the Agreement will not be renewed on or before thirty (30) days prior to the end of the Term of Employment.

(b) During the Term of Employment, the Company shall employ Employee, and Employee shall work for the Company as President and Chief Operating Officer. In such capacity, Employee shall perform such duties as are traditional and customary to that position and as may be reasonably directed by the Company’s Board of Directors with direct supervision by the Company’s Chief Executive Officer.

(c) During the Term of Employment, except as set forth below, Employee shall devote full time and effort to carrying out Employee's duties for the Company hereunder, shall not engage in any activity which would be inconsistent with such duties or with the objectives of the Business (as defined below), and shall diligently perform Employee's obligations and discharge Employee's duties hereunder; provided, however , nothing in this Paragraph shall prevent Employee from devoting time to managing investments, family matters, participating with charitable organizations and trade groups or other similar activities. The "Business" of the Company is to investigate, acquire, and manage irrigated farmland and water assets for the Company.

2. Compensation. During the Term of Employment, the following compensation and benefits shall be payable and provided to Employee:

(a)

Employee shall receive from the Company an annual base salary of (" Base Salary "), which shall be payable in accordance with the standard practice of the Company in the payment of salaries of its employees. Nothing in this table shall be construed to affect the Term of Employment as defined in Section 1(a). This table does not create any offer, agreement, or contract of employment beyond what is defined in the Section 1(a). Employee’s Base Salary will be adjusted throughout the Term of Employment in the following manner:

Period	Monthly Salary: January-June	Monthly Salary: July-December	Average Annual Salary	July-December Salary Increase
June 1, 2012-December, 31, 2012	N/A	12,500	$150,000	N/A
January 1, 2013-December, 2013	$10,000	$15,000	$150,000	$30,000
January 1, 2014-December 31, 2014	$10,000	$15,000	$150,000	$30,000
January 1, 2015-December 31, 2015	$10,312.50	$17,187.5	$165,000	$41,250
January 1, 2016-December 31, 2016	$10,312.50	$17,187.5	$165,000	$41,250
January 1, 2017-December 31, 2017	$10,312.50	$17,187.5	$165,000	$41,250
January 1, 2018-December 31, 2018	$11,250	$18,750	$180,000	$45,000
January 1, 2019-December 31, 2019	$11,250	$18,750	$180,000	$45,000
January 1, 2020-December 31, 2020	$11,250	$18,750	$180,000	$45,000
January 1, 2021-December 31, 2021	$11,250	$18,750	$180,000	$45,000

(b)

Incentive Pay. Employee shall be eligible for incentive pay based on (i) net profits of Dionisio Farms & Produce, Inc. (“Profit Incentives ”); and (ii) the Employee’s ability to arrange acquisitions of farmland (“Performance Incentives”)(both are further defined herein and will be collectively referred to as “Incentive Pay”).

(c)

Profit Incentives. The Employee will be eligible to earn Profit Incentives which are defined as five percent (5%) of Annual Net Profits of Dionisio Farms & Produce, Inc. (as determined from the year end audit of the respective fiscal year) minus the July-December Salary Increase (from the same fiscal year). Annual Net Profits as used in this section is defined as the Company’s earnings (as defined by U.S. GAAP) less interest payments and dividend payments and income taxes owed, and will be determined only after the fiscal year audit. The first eligible Profit Incentives period for which Employee may earn Profit Incentives will be the 2013 fiscal year.

(d)

Performance Incentives. The Employee will also be eligible to earn Performance Incentives which will include salary increases and restricted stock units (RSUs) of Two Rivers Water Company (“Two Rivers”) pursuant to the conditions of the Two River’s 2011 Long-Term Stock Incentive Plan. Employee can earn Performance Incentives if the Employee can arrange for acquisitions, purchase or lease, at terms acceptable to the Company (the Company will not unreasonably disapprove terms), additional farmland irrigated by the Bessemer Ditch (“Acreage Goal”). Currently the company farms 405 acres under the Bessemer Ditch. If Employee can achieve the Acreage Goal (as set forth in table below), Employee will be eligible to earn salary increases and vesting on up to 500,000 (five hundred thousand) RSUs in the following manner:

(i)	The first tranche of Performance Incentives will be 166,667 RSUs and will vest on June 1, 2013. This Performance Incentive does not have an Acreage Goal and there is no salary increase in this first tranche.

(ii)

The second tranche of Performance Incentives will be granted when the Company is farming 1500 or more acres under the Bessemer Ditch. The Performance Incentives under this Acreage Goal is a 25% increase in salary and vesting of another 166,667 RSUs. The earliest this tranche can be earned is June 1, 2014.

(iii)

The third tranche of Performance Incentives will be granted when the Company is farming 3000 or more acres under the Bessemer Ditch. The Performance Incentives under this Acreage Goal is a 25% increase in salary and a vesting of an additional 166,666 RSUs. The earliest this tranche can be earned is June 1, 2015.

The Employee may not earn the Performance Incentives for a specified tranche until a certain date (“Vesting Commencement Date”). For Performance Incentive purposes, Employee’s employment shall be deemed to begin on June 1, 2012. The Performance Incentives that must be achieved and the salary increases and RSU vesting that result upon achievement are as follows:

Vesting Tranche	Vesting Commencement Date	Acreage Goal	Salary Increase	Amount in RSUs
1	June 1, 2013	None	None	166,667
2	June 1, 2014	1500	25%	166,667
3	June 1, 2015	3000	25%	166,666

(d) Employee will be paid $400 per month to apply toward Employee’s health insurance (the “Health Insurance Allowance”).

3. Early Termination: Death. Notwithstanding anything to the contrary in Paragraph 1 hereof, if Employee dies during the Term of Employment, the Term of Employment shall terminate. Upon such termination, Employee's estate or beneficiaries shall be entitled to receive any Base Salary earned and accrued but unpaid through the date on which his death occurs. Employee's estate shall receive any Incentive Pay or RSUs that Employee earned but was unpaid at the time of death. Any Incentive Pay or RSUs payable under this section 3 shall be calculated and paid in the respective manner and time as provided in this Agreement as if there was no early termination. In addition, Employee's family (" Family ") shall continue to receive the Health Insurance Allowance during such one (1) year period after the death of the Employee, to the extent permitted by the Company's health plan contract(s), or if not permitted, as purchased by the Company at no cost to the Family. The parties shall have no further obligation under this Agreement.

4. Early Termination: Disability. Notwithstanding anything to the contrary in Paragraph 1 hereof, if Employee has at any time been unable, by virtue of illness or other physical or mental disability, to perform substantially and continuously the duties assigned to Employee under this Agreement for a period of ninety (90) consecutive days or one hundred twenty (120) calendar days out of any period of one hundred eighty (180) consecutive calendar days during the Term of Employment and the Board has received a medical opinion from a physician reasonably acceptable to both the Company and the Employee that Employee remains disabled after said period (" Disability "), then the Company shall have the right to terminate the Term of Employment upon notice to Employee. Upon such termination, Employee shall be entitled to receive any Base Salary earned and accrued but unpaid through the date of termination. In addition, the Employee shall have the right to receive any Incentive Pay or RSUs that Employee earned but was unpaid upon termination. Employee and Family shall continue to receive the Health Insurance Allowance during a six month period following the date of termination, to the extent permitted by the Company's health plan contract(s). The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8.

5. Early Termination: Termination by the Company for Cause. Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by the Company upon notice to Employee for "Cause." The term " Cause " shall mean Employee's: (a) unsatisfactory job performance as determined by a majority or greater vote of the Company’s Board of Directors of which the Employee’s performance is not corrected to the satisfaction of the Board within 30 calendar days; (b) a conviction of a felony involving fraud, dishonesty or moral turpitude; (c) a violation of Paragraph 8 of this Agreement which breach is not cured within thirty (30) days after Employee's receipt of written notice from the Company; or (d) a material breach of this Agreement which breach is not cured within thirty (30) days after Employee's receipt of written notice from the Company. Upon such termination, Employee shall be entitled to receive any Base Salary earned and accrued but unpaid through the date of termination. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8.

6. Early Termination: Termination by the Company without Cause. Early termination by the Company without Cause includes any termination instituted by the Company not covered in Section 5. In the event that the Term of Employment is terminated by the Company without Cause, Employee shall be entitled to receive: (a) any Base Salary earned and accrued but unpaid through the date of termination; (b) a lump sum cash payment (or six monthly payments based on the Company’s financial status as determined by the CFO or CEO), net of any applicable withholding taxes, in an amount equal to six month’s salary at the highest base salary in effect during the twelve months prior to termination; (c) continuation of the Health Care Allowance for six months from the date of termination; and (d) notwithstanding any provision to the contrary in any plan or agreement relating to RSUs for shares of the Company, immediate vesting of all of Employee's stock incentive for shares of the Company's capital stock (" Accelerated Option Vesting ") (collectively, the " Severance Payments . The parties shall have no further obligation under this Agreement. Employee acknowledges and agrees that payment of Severance Payments pursuant to this Agreement shall be conditioned upon the Company's receipt of a release, in form satisfactory to the Company, of all claims that Employee may have against the Company, its directors, officers, employees and/or agents, and any affiliated companies and their directors, officers, employees and/or agents and the Employee's satisfaction of the requirements of Paragraph 8 below.

7. Early Termination: Resignation by the Employee.

(a) For Good Reason.

(i) Notwithstanding anything to the contrary in Paragraph 1 hereof, the Term of Employment may be terminated by Employee upon notice to the Company for "Good Reason." For purposes of this Agreement, " Good Reason " includes the occurrence of any of the following circumstances, without Employee's express consent: (i) a material adverse change or material diminution in Employee's position, duties, reporting relationships or responsibilities (as reasonably determined by Employee in his good faith discretion); (ii) a change in the required location of the performance of Employee's duties; (iii) a reduction in either Employee's annual rate of Base Salary; (iv) an elimination or reduction of Employee's participation in any benefit plan generally available to employees of the Company, unless the Company continues to offer Employee benefits substantially similar to those made available by such plan; or (v) a breach of this Agreement by the Company which is not cured within sixty (60) days of written notice to the Company. Employee's continued employment will not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason; provided, however, that Employee will be deemed to have waived his rights pursuant to the circumstances constituting Good Reason set forth in clauses (i) through (v) of the preceding sentence if he has not provided to the Company a notice of termination (described below) within ninety (90) days following his knowledge of the circumstances constituting Good Reason.

(ii) Upon such termination for Good Reason, Employee shall be entitled to receive the Severance Payments as described in Paragraph 6 of this Agreement. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8.

(iii) Any termination of Employee's employment by Employee must be communicated by written notice of termination to the Company in accordance with Paragraph 20 which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under this Paragraph 7.

(b) Other than for Good Reason. In the event that the Term of Employment is terminated by Employee other than as set forth in Paragraph 7(a) above, Employee shall be entitled to receive any Base Salary earned and accrued but unpaid through the date of termination. The parties shall have no further obligation under this Agreement except that Employee shall not be relieved of Employee's obligations under Paragraph 8.

8. Confidentiality.

(a) Employee acknowledges that Employee has had or shall have unlimited access to Confidential Information (as defined below) and business methods relating to the Company's Business and operations and that the Company would be injured and the goodwill of the Company would be damaged if Employee were to breach the covenants set forth in this Paragraph 8. Within this section 8, the term “Company” shall refer not only to Dionisio Farms & Produce, Inc., but also its affiliated companies, including but not limited to Two Rivers Water Company, Employee further acknowledges that the covenants set forth in this Paragraph 8 are reasonable in scope and duration. " Confidential Information " shall include, without limitation: (i) specific business strategies relating to the Company's Business, as its Business is being conducted at the time of any alleged breach of this Paragraph 8; (ii) methodologies of pricing used by the Business; (iii) customer lists; and (iv) all other information reasonably deemed by the Company to be confidential and/or proprietary in nature that Employee knows, or should reasonably know, is confidential and/or proprietary.

(b) During the Term of Employment and thereafter, except as may be required by law or necessary in connection with any dealings with any public agency or authority, Employee shall not disclose, disseminate, divulge, discuss, copy or otherwise use or suffer to be used, in competition with, or in a manner harmful to the interests of, the Company, any written Confidential Information respecting any material aspect of the Company's Business, excepting only use of such data or information as is: (i) at the time disclosed, through no act or failure to act on the part of Employee, generally known or available to the public; (ii) furnished to Employee by a third party as a matter of right and without restriction on disclosure; or (iii) required to be disclosed by court order. Upon termination of the Term of Employment, Employee shall return to the Company or, at the Company's direction, destroy, any and all materials in tangible or electronic form containing Confidential Information belonging to the Company.

(c) The Parties will not engage in disparagement of the other Party (or their Affiliates) and their respective officers, directors, members, or employees at any time during employment or after employment.

9. Change in Control.

(a) If there is a Change in Control (as defined below), Employee shall be entitled to Accelerated Option Vesting.

(b) For purposes of this Agreement, a " Change in Control " will occur: (i) upon the sale or other disposition to a person, entity or group (as defined for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) (each, a " Person ") of 50% or more of the consolidated assets of the Company taken as a whole; (ii) if any Person becomes the beneficial owner of, or has the right to acquire (by contract, option, warrant, conversion of convertible securities or otherwise), 50% or more of the outstanding equity securities of the Company entitled to vote for the election of directors; and (iii) upon the merger, consolidation or reorganization with another corporation. Notwithstanding anything herein to the contrary, a "Change in Control" does not occur upon a public offering of the Company's equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended, or upon a transaction, merger, consolidation or reorganization in which the Company exchanges or offers to exchange newly issued or treasury shares in an amount less than 50% of the then outstanding equity securities of the Company entitled to vote for the election of directors, for 51% or more of the outstanding equity securities entitled to vote for the election of at least the majority of the directors of a corporation (the " Acquired Corporation "), or for all or substantially all of the assets of the Acquired Corporation.

(c) If all or any portion of the amount payable to Employee under this Agreement, either alone or together with other amounts that Employee is entitled to receive in connection with a Change in Control constitutes "excess parachute payments," within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the " Code "), or successor provision, that are subject to the excise tax imposed by Section 4999 of the Code (or any similar tax or assessment), the amounts payable to Employee under this Agreement will be increased to the extent necessary to place Employee in the same after-tax position as Employee would have been in had no such excise tax or assessment (including any interest or penalties thereon) been imposed on any such payment paid or payable to Employee under this Agreement or any other payment that Employee may receive as a result of such Change in Control. The determination of the amount of any such tax or assessment and the resulting amount of incremental payment required by this Paragraph 9(c) will be made by the independent accounting firm employed by the Company immediately prior to the applicable Change in Control, within thirty (30) calendar days after the payment of the amount payable to Employee under this Agreement which triggered an incremental payment under this Paragraph 9(c), and such incremental payment will be made within five (5) business days after the determination has been made.

10. Rights and Remedies Upon Breach.

(a) Employee expressly agrees and understands that the remedy at law for any breach by Employee of Paragraph 8 may be inadequate and that the damages flowing from such breach may not be readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon adequate proof of Employee's violation of Paragraph 8, the Company may be entitled, among other remedies, to injunctive relief and may obtain a temporary restraining order restraining any threatened or further breach. Nothing in this Paragraph 10(a) shall be deemed to limit the Company's remedies at law or in equity for any breach by Employee of any of the provisions of this Agreement which may be pursued or availed of by the Company.

(b) In the event any court of competent jurisdiction determines that the specified time period or geographical area set forth in Paragraph 8 is unreasonable, arbitrary or against public policy, then a lesser time period or geographical area that is determined by the court to be reasonable, non-arbitrary and not against public policy may be enforced.

(c) In the event the Company has asserted in a formal legal action that Employee is violating any legally enforceable provision of Paragraph 8 as to which there is a specific time period during which Employee is prohibited from taking certain actions or engaging in certain activities, then, in such event the violation shall toll the running of the time period from the date of the assertion until the violation ceases.

11. Expenses. Employee is authorized to incur reasonable expenses for carrying out and promoting the business of the Company, including expenses for entertainment, travel and similar items, but only in accordance with the policies of the Company, as from time to time adopted.

12. Withholding Taxes. All payments to Employee or his beneficiary shall be subject to withholding on account of federal, state and local taxes as required by law. If any payment hereunder is insufficient to provide the amount of such taxes required to be withheld, the Company may withhold such taxes from any other payment due Employee or his beneficiary. In the event all cash payments due Employee are insufficient to provide the required amount of such withholding taxes, Employee or his beneficiary, within five (5) days after written notice from the Company, shall pay to the Company the amount of such withholding taxes in excess of all cash payments due Employee or his beneficiary.

13. Assignability; Binding Nature. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of Employee) and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company, except in connection with a Change in Control where the assignee or transferee agrees, in writing, to assume such rights and obligations of the Company under this Agreement. No obligations of Employee under this Agreement may be assigned or transferred by Employee.

14. Entire Agreement . Except to the extent otherwise provided herein, this Agreement contains the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes any prior agreements, whether written or oral, between the parties concerning the subject matter hereof.

15. Amendment or Waiver. No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by both Employee and an authorized officer of the Company. No waiver by either party of any breach by the other party of any condition or provision contained in this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by the Employee or an authorized officer of the Company, as the case may be.

16. Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

17. Survivorship . The respective rights and obligations of the parties hereunder shall survive any termination of Employee's employment with the Company to the extent necessary to the intended preservation of such rights and obligations as described in this Agreement.

18. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Colorado, without reference to principles of conflict of laws.

19. Arbitration. With the sole exception of the injunctive relief contemplated by Paragraph 10(a), any controversy or claim arising out of any aspect of the relationship of the parties hereto, will be settled by binding arbitration in Denver, Colorado by a panel of three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any arbitration award may be entered in any court having jurisdiction thereof and the parties consent to the jurisdiction of the courts of the State of Colorado for this purpose.

20. Notices. Any notice given to either party shall be in writing and shall be effective when given, and shall in any event be deemed to be given upon receipt, or if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one (1) business day after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (d) one (1) business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by first class mail, postage prepaid, and shall be duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently give such notice of:

If to the Company, to:

2000 S Colorado Blvd.

Tower 1 Ste 3100

Denver CO 80222

If to Employee, to:

Russell Dionsio

38810 Hwy 50 East

Vineland, CO 81006

21. Headings . The headings of the Paragraphs contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

22. Counterparts; Facsimile Signatures . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Agreement may be executed by facsimile signature and the facsimile signature of any party shall constitute and original in all respects.

IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed this instrument on the date first above written.

/s/ Russell Dionisio

Name: Russ Dionisio

Dionisio Farms & Produce, Inc.

By: /s/ John R. McKowen

Its: CEO

Exhibit 99.12

Lease agreement for equipment

November 2, 2012

THIS LEASE AGREEMENT (hereinafter the "Lease Agreement") is executed by and between R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company (“R&S”), Dionisio Produce & Farms, LLC, a Colorado limited liability company (“DPF”) and Russell L. Dionisio (“Dionisio”) on the one hand and hereinafter referred to collectively as “Lessor” and TR Bessemer, LLC, a Colorado limited liability company (hereinafter “Lessee” or “TRF”), a wholly-owned entity of Two Rivers Water Company, a Colorado corporation (“TRWC”), Lessor and Lessee may be individually referred to hereinafter as a "Party" and collectively as the "Parties."

In consideration of the promises and covenants herein, and which consideration is acknowledged to be sufficient, the Parties agree as follows:

1.	Lease. Lessor agrees to lease to TR Bessemer

a.	Housing. A residential structure, designed to meet federal regulations for H-2A housing located on or near is 1207 39th Lane Pueblo, CO 81006 (“Leased Premises”).

b.	Equipment. The following equipment:

1- 2510 John Deere tractor

1- 3020 John Deere tractor

2 - 4020 John Deere tractors

1- 180 Allis Chalmer

2 - Mitsubishi 5000 lb fork lifts

1- Nissan. 5000 lb fork lift

3 - grain trucks

1 - 10" grain auger

2 - 12000 bu grain bins

This equipment shall be collectively referred to as “Leased Equipment”

The Leased Premises and the Leased Equipment will be collectively referred to “Leased Assets”

2.	Rent. Dionisio shall lease the Leased Assets for $20,000 per year, payable annually on November 1. The agreement is on November 1, 2013.

3.	Term. The lease term is five (5) years starting on November 2, 2012.

4.	Representations and Warranties Relating to Leased Premises .

a.	Dionisio represents that it owns, or has authority to lease the Leased Premises to TR Bessemer as described herein. Dionisio represents that it does not need any third party approvals or consents to execute this Lease Agreement.

Dionisio represents: (1) that the Leased Premises is a residential structure built and designed to be compliant with Federal H-2A housing rules and regulations; (2) The use of the Leased Premises as a residential structure designed to be compliant with Federal H-2A housing rules and regulations does not violate and laws, rules, regulations, or ordinances of the city, county, and state in which the Leased Premises are located.

Dionisio represents that it is not aware of any environmental hazards or violations on or affecting the Leased Premises.

This Lease Agreement includes all rights of access, including easements, which are appurtenant to the Leased Premises.

This Lease Agreement shall not be construed to be or to give rise to a partnership relationship or joint venture. Neither Party shall be responsible for each other’s debts, liabilities or obligations, or for any injuries, accidents or damages caused by the other to third parties.

This Lease Agreement shall supersede any other existing leases relating to the Leased Property.

For any lease year, TR Bessemer shall be responsible for repair or maintenance the Leased Premises.

TR Bessemer may (but is not required to), during the term of the lease, construct or install improvements to the Leased Premises. Any such improvements shall remain the property of TR Bessemer and TR Bessemer may remove the same at the end of the lease term without further obligation to TR Bessemer.

TR Bessemer shall be responsible for and shall keep current all property taxes, ad valorem and other taxes on the Leased Premises and shall comply with all governmental regulations and requirements that are applicable to the Leased Premises. TR Bessemer shall maintain appropriate insurance coverage on the Leased Premises.

5.	Representations and Warranties related to Leased Equipment.

a.	Repairs and Maintenance. Dionisio is required to supply the Leased Equipment in good operating condition. TR Bessemer agrees that it will pay all cost of repairs during the rental period, including labor, material, parts and other items, except for normal wear and tear.

Insurance. TR Bessemer, at its own expense, shall carry and maintain in force at all times during the term of this Lease Agreement insurance of the type and minimum coverage limits as follows: (1) Commercial General Liability - $1,000,000 per occurrence; (2) Property/Casualty insurance – with coverage limits sufficient to cover the full replacement cost of the Equipment.

6.	Assignment and Sublease. TR Bessemer shall have the right without Dionisio's consent, to assign this Lease Agreement to an entity under common control with TR Bessemer, or to a purchaser of substantially all of TR Bessemer’s stock or assets.

Default.

(a)

If default shall at any time be made by TR Bessemer in the payment of rent when due to Dionisio as herein provided, and if said default shall continue for forty-five (45) days after written notice thereof shall have been given to TR Bessemer by Dionisio, or if default shall be made in any of the other covenants or conditions to be kept, observed and performed by TR Bessemer, and such default shall continue for sixty (60) days after notice thereof in writing to TR Bessemer by Dionisio without correction thereof then having been commenced and thereafter diligently prosecuted, Dionisio may declare the term of this Lease ended and terminated by giving TR Bessemer written notice of such intention, and if possession of the Leased Premises is not surrendered, Dionisio may reenter said premises. Dionisio shall use reasonable efforts to mitigate its damages.

(b)

If there is a default with respect to any of Dionisio's covenants, warranties or representations under this Lease, and if the default continues more than fifteen (15) days after notice in writing from TR Bessemer to Dionisio specifying the default, TR Bessemer may, at its option and without affecting any other remedy hereunder, cure such default and deduct the cost thereof from the next accruing installment or installments of rent payable hereunder until TR Bessemer shall have been fully reimbursed for such expenditures. If this Lease terminates prior to TR Bessemer's receiving full reimbursement, Dionisio shall pay the unreimbursed balance to TR Bessemer on demand.

8. Quiet Possession . Dionisio covenants and warrants that upon performance by TR Bessemer of its obligations hereunder, Dionisio will keep and maintain TR Bessemer in exclusive, quiet, peaceable and undisturbed and uninterrupted possession of the Leased Assets during the term of this Lease Agreement.

9. Brokers. Both Parties represents that this Lease was not initiated by any real estate broker or agent and that neither party has otherwise engaged in any activity which could form the basis for a claim for real estate commission, brokerage fee, finder's fee or other similar charge, in connection with this Lease.

10. Waiver. No waiver of any default of TR Bessemer or Dionisio hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by TR Bessemer or Dionisio shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

11. Headings. The headings used in this Lease Agreement are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision of this Lease Agreement.

12. Successors. The provisions of this Lease Agreement shall extend to and be binding upon TR Bessemer and Dionisio and their respective legal representatives, successors and assigns.

13. Consent. Dionisio shall not unreasonably withhold or delay its consent with respect to any matter for which Dionisio's consent is required or desirable under this Lease Agreement.

14. Compliance with Law. TR Bessemer shall comply with all laws, orders, ordinances and other public requirements now or hereafter pertaining to TR Bessemer's use of the Leased Premises. Dionisio shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Leased Premises.

15. Final Agreement. This Lease Agreement represents the entire agreement between the Parties relating to the subject matter of this Lease Agreement and supersedes any and all oral agreements or representation. This Lease Agreement may be modified only by a further writing that is duly executed by both parties.

16. Signs. TR Bessemer shall have the right to place on the Leased Premises, at locations selected by TR Bessemer, any signs which are permitted by applicable zoning ordinances and private restrictions.

17. Governing Law. This Agreement shall be governed, construed and interpreted by, through and under the Laws of the State of Colorado.

18. Notice. Any notice required or permitted under this Lease Agreement shall be deemed sufficiently given or served if sent by United States certified mail, return receipt requested, addressed as follows:

If to TR Bessemer at:

Attn: Wayne Harding

2000 S. Colorado Blvd.

Tower One Suite 3100

Denver, CO 80222

WHarding@2RiversWater.com

If to Lessor to:

Attn: Russell Dionisio

38810 Hwy 50 East

Vineland, CO 81006

Lessor and Lessee shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party.

SELLER:

R & S Dionisio Real Estate and Equipment, LLC, a Colorado limited liability company

By: /s/ Russell Dionisio

Title: Managing Member

Dionisio Produce & Farms, LLC a Colorado limited liability company

By: /s/ Russell Dionisio

Title: Managing Member

BUYER:

TR Bessemer, LLC, a Colorado limited liability company

By: /s/ Wayne Harding

Its: Manager

TRWC, INC. , a Colorado corporation d/b/a

Two Rivers Water Company

By: /s/ Wayne Harding, CFO