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RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE UPPER PLATTE AND BEAVER CANAL COMPANY The Board of Directors of The Upper Platte and Beaver Canal Company (Company), at a meeting held JULL( 2LJ , 2003, at Brush, Colorado, adopted the following resolutions concerning a secured loan from the State of Colorado Water Conservation Board (CWCB), for the purpose of constructing a well augmentation project on Badger Creek in the amount of $67,500 or such actual amount, more or less, as may be needed by the Company and available from the CWCB,in addition to the CWCS's loan service fee of 1 % of the loan amount. Pursuant to the Company's articles of incorporation and bylaws, specifically Article I, Section 2 of the bylaws, the President and Corporate Secretary are hereby authorized and directed to: 1. enter into and comply with the terms of a contract with the Colorado Water Conservation Board for a secured loan in the amount of $67,500 plus the CWCB's loan service fee of 1 %, or such actual amount, more or less, as needed to finance the project costs, and 2. levy and collect assessments from the Stockholders in an amount sufficient to pay the annual amounts due under the Loan Contract, and to pledge assessment revenues and the Company's right to receive said revenues for repayment of the loan, and 3. place said'pledgedfrevenues in a special account separate and apart from other COMPANY revenues;~and 4. make the annual payments required by the promissory note and to make annual deposits to a debt service reserve fund, and 5. execute a deed of trust to convey a security interest to the CWCB in the Company's South Platte'River diversion structure, and 6. execute all documents as required by the loan contract, including, but not limited to, a Security Agreement and a Promissory Note, and 7. take such other actions and to execute such other documents as may be necessary to consummate and implement the loan. In order to secure the payment of the secured loan provided for herein, this Resolution is, and shall be irrepealable during the term of said secured loan. CERTIFICATION THE UNDERSIGNED, THE PRESIDENT AND THE CORPORATE SECRETARY, RESPECTIVELY, HEREBY CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A MEETING OF THE COMPANY'S STOCKHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. GIVEN UNDER OUR HANOS AND THE SEAL OF THE CO?l/ 7 - S d , 2003. B~~ ( SEA L ) Philip Mortensen, President ATTEST: