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<br />.,,--<1 <br /> <br />WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF <br />THE BOARD OF DIRECTORS OF <br />TILTON LATERAL, INC. <br /> <br />In lieu of a Special Meeting of the Board of Directors of Tilton Lateral, Inc., a Colorado <br />nonprofit corporation (the "Corporation") the directors of the Corporation, in accordance with <br />Section 7-128-202, Colorado Revised Statutes, agree to the following resolution: <br /> <br />WHEREAS: The shareholders of the Corporation, at a special meeting held on December <br />7, 2002, adopted resolutions (the "Shareholders' Resolutions") approving a secured loan to the <br />Corporation from the Colorado Water Conservation Board (the "CWCB Loan"). <br /> <br />WHEREAS: The Bylaws of the Corporation require that the Board of Directors approve <br />all loans and evidence of indebtedness by resolution of the Board of Directors, and the documents <br />evidencing the CWCB Loan also require that the Board of Directors adopt resolutions similar to the <br />Shareholders' Resolutions. The resolutions required by the Colorado Water Conservation Board <br />are attached hereto as Exhibit A (the "Board Resolutions"), <br /> <br />WHEREAS: It is in the best interests of the Corporation to receive the CWCB Loan on <br />the terms specified in, and subject to, the Shareholders' Resolutions and the Board Resolutions, <br /> <br />NOW, THEREFOR, BE IT RESOLVED: <br /> <br />1. The CWCB Loan is hereby approved on the terms specified in, and subject to, the <br />Shareholders' Resolutions and the Board Resolutions. The Board of Directors hereby adopts the <br />Board Resolutions, attached hereto as Exhibit A, as resolutions of the Board of Directors. <br /> <br />Each director, by signing this consent, waives notice of the time, place and purpose of this <br />Special Meeting of the Board of Directors and agrees to the transaction of the business of this <br />Special Meeting by unanimous written consent of the directors in lieu of such Special Meeting. <br /> <br />Dated: December <br /> <br />7 <br /> <br />,2002. <br /> <br />d <br /> <br />- <br /> <br />rw ~.wt- <br /> <br />/1L <br /> <br />Dave Wens <br /> <br />Buck Brant <br /> <br />~~ <br /> <br />Marianne Traver <br /> <br />fJruo <br /> <br />Ed Casto <br /> <br /> <br />