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EXHIBIT 1 <br />Letter of Intent to Purchase Water Shares <br />February 26, 2008 <br />Weld County School District RE-1 <br />c/o Jo Barbie, Superintendent <br />14827 Weld County Road 42 <br />Gilcrest, Colorado 80623 <br />James Alan and Laurie Ann Frank <br />P.O. Box 530 <br />Gilcrest, CO 80623 <br />RE: Letter of Intent to cooperatively negotiate the Purchase and <br />Sale of 2 shares of Farmers Independent Ditch Company and construct <br />water recharge facility. <br />Dear Ms. Barbie and Mr and Mrs. Frank: <br />This letter is intended to set forth the intention of these parties <br />to work cooperatively and negotiate in good faith to facilitate the <br />acquisition of 2 shares of the Farmers Independent Ditch Company (the <br />"FIDCO Shares") by Weld County School District RE-1 (Weld RE-1) from <br />James Alan and Laurie Ann Frank (Frank), transfer the FIDCO Shares to <br />the Central Colorado Water Conservancy District (Central) for use <br />within the augmentation plans decreed or to be decreed in Case Nos. <br />02CW335 and/or 03CW99 for, among other uses, the augmentation of a <br />well or wells owned by Weld RE-1 and to construct a water recharge <br />facility on property owned by Weld RE-1 for the benefit of Central <br />and Weld RE-1. <br />This letter of intent provides a framework for the parties to <br />negotiate the agreements necessary to accomplish the above referenced <br />items: <br />1. Purchase Price: The "Purchase Price" for the FIDCO Shares shall <br />be negotiated during the due diligence period described below. <br />It is anticipated by the parties that the Purchase Price will be <br />based on the amount of consumptive use water attributed to the <br />FIDCO Shares. <br />2. Due Diligence: For a period beginning on the date that this <br />letter is fully executed by all parties and continuing through <br />the next 120 days, the parties shall negotiate in good faith to <br />finalize, execute and deliver within that period a purchase <br />agreement for the FIDCO Shares (the "Purchase Agreement") and an <br />agreement for the construction, operation and use of a recharge <br />pond between Central and Weld RE-1 (the "Recharge Agreement"). <br />3. Closing: The Parties shall mutually agree upon a closing date <br />in the Purchase Agreement. <br />19 <br />