PROJ02132

• Contract/PO #: C150167
• Contractor Name: FL Gill H20 LLC
• Contract Type: Loan
• Water District: 0
• Loan Projects - Doc Type: Contract Documents

RESOLUTIONS OF THE MEMBERS

OF THE FL GILL H20 LLC

The members of the FL Gill H20 LLC (Company), at a meeting held , 2004, at
, Colorado, in accordance with Paragraph 5.02.v of the Operating Agreement,
unanimously adopted the following resolutions concerning a secured loan from the State of Colorado
Water ConseNation Board (CWCB), for the purpose of construction of a recharge project to augment
existing wells and purchase water rights in the amount of $115,898 or such actual amount, more or
less, as may be needed by the Company and available from the CWCB including the CWCB loan
origination fee of 1 % of the loan amount.

At said meeting, the members charged that these resolutions are irrepealable during the
term of the loan and, pursuant to the Company's operating agreement, and RESOLVED as follows:

1. to enter into and comply with the terms of a contract with the Colorado Water ConseNation Board
for a loan in the amount of $115,898, or such actual amount, more or less, as needed to finance
the project costs, including the CWCB loan origination fee of 1 %, and

2. to levy and collect assessments from the members 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. to place said pledged revenues in a special account separate and apart from other COMPANY
revenues, and

4. to make the annual payments required by the promissory note and to make annual deposits to a
debt seNice reseNe fund, and

5. to pledge one share in the Jackson Lake ReseNoir and Irrigation Company (owned by the
Company) and six shares in the Riverside ReseNoir and Land Company (owned by individual
members of the Company), as collateral for the loan and execute all documents, including security
agreement(s), deed(s) of trust and assignment(s) of stock certificates, necessary to convey a
security interest in said property to the CWCB,

6. to execute all documents as required by the loan contract, including, but not limited to, a
Security Agreement to secure the pledge of revenues and a Promissory Note, and

7. to take such other actions and to execute such other documents as may be necessary to
consummate and implement the loan.

CERTIFICATION

THE UNDERSIGNED, RESPECTIVELY, THE PRESIDENT AND SECRETARY OF THE COMPANY, HEREBY
CERTIFY THAT THE FOREGOING ARE TRUE AND CORRECT COPIES OF RESOLUTIONS DULY ADOPTED AT A
MEETING OF THE COMPANY'S SHAREHOLDERS 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 HANDS AND THE SEAL OF THE COMPANY THE DAY OF 2004.

(SEAL)

By

Name, Manager

Appendix 3 to Loan Contract C150167