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<br />. RESOLUTIONS OF THE BOARD OF DIRECTORS OF STIES BROS., INC. <br /> <br />The Soard of Directors of Stieb Bros., Inc. (Company), at a meeting held <br />Ap R-l L ./6 2003, at t L I F P , Colorado, adopted the following <br />resolutions concerning a secured loan from the State of Colorado Water Conservation Board <br />(CWCS) in the amount of $151,500 or such actual amount, more or less, as may be needed <br />by the Company and available from the CWCB in addition to the CWCB loan origination fee <br />of 1% of the loan amount for the purpose of construction of a recharge project to <br />augment existing wells. <br />At said meeting, the Board charged that these resolutions are irrepealable <br />during the term of the loan and authorized the President and Corporate Secretary, <br />RESOLVED as follows. <br /> <br />1. to enter into and cOmply with the terms of a contract with the Colorado Water <br />. Conservation Board for a loan in the amount of $151,500, or such actual amount, <br />more or less, as needed to finance the project costs, plus the CWCBloan origination <br />fee of 1 %, and <br /> <br />2. to make the annual payments required by the promissory note and to make annual <br />deposits to a debt service reserve fund, and <br /> <br />3. to pledge or cause to be pledged property with a value equal or greater than the amount <br />of the loan and to take all actions necessary for the conveyance of a security interest in <br />said property to the cwes, and <br /> <br />4. to execute all documents as required by the loan contract, including, but not limited <br />to, a Promissory Note, and <br /> <br />5. to take such other actions and to execute such other documents as may be <br />necessary to consummate and implement the loan. <br /> <br />CERTIFICATION <br /> <br />The undersigned, the President and the Corporate Secretary hereby certify that the <br />foregoing are true and correct copies of resolutions duly adopted at a meeting of the <br />Company's Board of Directors duly called and held as above recit~d, and that said <br />resolutions have not been amended or rescinded. <br /> <br />Given under our hands and the seal of the Company the ;}../ day of ~2003. <br /> <br />(SEAL) <br /> <br />By l3a..tO~W P~. <br />Basil Stieb, President <br /> <br />ATTEST: <br /> <br /> <br />Appendix 3b to Loan Co~tract C150136 <br />