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<br />-~ <br />:.~ \ <br /> <br />Now, TIlEREFORE, be it- <br /> <br />RESOLVED, that the Company is authorized to borrow up to $335,000 in original principal <br />amount from the State of Colorado, acting for the use and benefit of the CWCB, on such terms and <br />conditions, and upon such pledge of any or all of the assets of the Company, as may be determined by the <br />board of directors of the Company in their discretion, or by the officers executing and delivering the loan <br />documents on behalf of the Company in their discretion; and <br /> <br />FURTIlER RESOLVED, without limiting the generality of the preceding resolution, that the <br />Company is authorized to execute and deliver the Loan Contract, with such amendments therein as may <br />be approved by the board of directors of the Company in their discretion, or by the officers executing and <br />delivering the Loan Contract on behalf of the Company in their discretion, and that the Loan Contract, with <br />any and all such amendments, is hereby approved. <br /> <br />FURTHERRESOL VED, that any provisions contained in the bylaws of the Company that are <br />contrary to, or that might impede, any provision of the documents providing for or relating to the borrowing <br />offunds as contemplated in the preceding resolutions are hereby modified, waived, and rescinded to the <br />extent necessary or appropriate that all provisions of such documents be enforceable against the Company <br />in their fullest extent. <br /> <br />qsk081700.wpd <br /> <br />2 <br /> <br />Appendix B to Opinion <br />