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<br />SECURITY AGREEMENT <br /> <br />DEBTOR: Tilton Lateral, Inc. <br />2967 D % Road <br />Grand Junction, CO 81504 <br /> <br />FEDERAL TAX NUMBER: 84-1157038 <br /> <br />COUNTY: MESA (CODE: 08) <br /> <br />SECURED PARTY: State of Colorado - Colorado Water Conservation Board <br />1313 Sherman Street, Room 721 <br />Denver, CO 80203 <br /> <br />COLLATERAL: Contract Rights (Code: 030) <br /> <br />DEBTOR, for consideration, hereby grants to SECURED PARTY a security interest in the following <br />property and any and all additions, accessions and substitutions thereto or therefor, hereinafter <br />called the COLLATERAL: All revenues derived from.assessments on stock and all of DEBTOR'S right <br />to receive said assessment revenues to repay the indebtedness on the amount loaned to debtor <br />by secured party, as described in Pledge of Property provisions in Contract No. C150066 dated <br />January 1, 2003 (CONTRACT). <br />To secure payment of the indebtedness evidenced by the Promissory Note between the above <br />named parties herewith, payable to the SECURED PARTY, the loan amount of $100,000 at an <br />interest rate of 3.5% per annum for a period of 30 years in accordance with said Promissory Note <br />or until all principal and interest are paid in full. <br />DEBTOR EXPRESSLY WARRANTS AND COVENANTS: <br />1. That except for the security interest granted hereby, DEBTOR is, or to the extent that this <br />agreement states that the COLLATERAL is to be acquired after the date hereof, will be, the <br />owner of the COLLATERAL free from any adverse lien, security interest or encumbrances; and <br />that DEBTOR will defend the COLLATERAL against all claims and demands of all persons at <br />anytime claiming the same or any interest therein. <br />2. That the execution and delivery of this agreement by DEBTOR will not violate any law or <br />agreement goveming DEBTOR or to which DEBTOR is a party. <br />3. That, if DEBTOR is a corporation, its certificate and artic1es of incorporation and by-laws do not <br />prohibit any term or condition of this agreement. <br />4. That by its acceptance of the loan money pursuant to the terms of the CONTRACT and by its <br />representations herein, DEBTOR shall be estopped from asserting for any reason that it is not <br />authorized to grant a security interest in the COLLATERAL pursuant to the terms of this <br />agreement. <br />5. To pay all taxes and assessments of every nature which may be levied or assessed against <br />the COLLATERAL. . <br />6. To not permit or allow any adverse lien, security interest or encumbrance whatsoever upon the <br />COLLATERAL and not to permit the same to be attached or replevined. <br />7. That the DEBTOR will not use the COLLATERAL in violation of any applicable statutes, <br />regulations, ordinances, articles of incorporation or by-laws. . <br />UNTIL DEFAULT DEBTOR may have possession of the COLLATERAL, provided that <br />DEBTOR keeps the COLLATERAL in an account separate from other revenues of DEBTOR and does <br />not use the COLLATERAL for any purpose not permitted by the CONTRACT. Upon default, SECURED <br />PARTY shall have the immediate right to the possession of the COLLATERAL. <br /> <br />Appendix 4 to Loan Contract C150066 <br />