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<br />RESOLUTIONS OF THE SHAREHOLDERS <br /> <br />OF HIGHLAND DITCH COMPANY <br /> <br />The Shareholders of Highland Ditch Company (Company), at a Shareholders' meeting held <br />\ \ - \ q , 2005, at 'M.tt..c-l, Colorado, adopted the following resolutions concerning a secured loan <br />from the State of Colorado Water ConseNation Board (CWCB), for the continuation of the repairs <br />needed for the Foothills ReseNoir in the amount of $545,400 or such actual amount, more or less, <br />as may be needed by the Company and available from the CWCB including the CWCB loan <br />origination fee of 1 % of the loan amount. <br /> <br />At said meeting, the Shareholders charged that these resolutions are irrepealable during <br />the term of the loan and, pursuant to the Company's bylaws, authorized the Board of Directors <br />and officers, RESOLVED as follows: <br /> <br />1. to enter into and comply with the terms of a contract with the Colorado Water ConseNation <br />Board for a loan in the amount of $545,400, or such actual amount, more or less, as needed to <br />finance the project costs, including the CWCB loan origination fee of 1 %, \and , ~ <br /> <br />2. to levy and collect assessments from the shareholders in an amount sufficient to pay the annual <br />amounts due under the Loan Contract, and to pledge assessment revenues and the Company's <br />right to receive said revenues for repayment of the loan, and <br /> <br />3. to place said pledged revenues in a special account separate and apart from other COMPANY <br />revenues, and <br /> <br />4. to make the annual payments required by the promissory note and to make annual deposits to <br />a debt seNice reseNe fund, and <br /> <br />5. to pledge the Foothills ReseNoir as collateral for the loan and execute all documents, including <br />a security agreement and deed of trust, necessary to convey a security interest in said property <br />to the CWCB, <br /> <br />6. to execute all documents as required by the loan contract, including, but not limited to, a <br />Security Agreement and a Promissory Note, and <br /> <br />7. to take such other actions and to execute such other documents as may be necessary to <br />consummate and implement the loan. <br /> <br />CERTIFICATION <br /> <br />THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY <br />CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A <br />MEETING OF THE COMPANY'S SHAREHOLDERS DULY CALLED AND HELD AS ABOVE RECITED, PURSUANT <br />TO THE COMPANY'S BYLAWS, AND THAT SAID RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED. <br /> <br />GIVEN UNDER OUR HANDS AND THE SEAL OF THE COMPANY THE ~ DAY OF V\1~nOk'" 2005. <br /> <br />(SEAL) <br /> <br />By ~~J- 2d~~ <br />Robert Schlagel, President <br /> <br />ATTEST: <br /> <br />By <br /> <br /> <br />Appendix 3a to Loan Contract C150211 <br />