PROJC00751

• Contract/PO #: C153788
• Contractor Name: Greeley and Loveland Irrigation Company
• Contract Type: Loan
• Water District: 3
• County: Weld
• Bill Number: FSL
• Loan Projects - Doc Type: Contract Documents

ASSIGNMENT OF CERTIFICATE OF DEPOSIT

In consideration of and as security for reimbursement for monies owing
under a loan from the Colorado Water Conservation Board ("Lender") to The
Greeley and Loveland Irrigation Company ("Owner") in the amount of $23,400.00
("Loan") pursuant to Contract Encumbrance Number C153788, ("Loan
Contract"), Owner hereby assigns to the Lender Certificate of Deposit No. 4883
in the amount of $2,77B.31 ("Collateral") issued by First national bank of
Greeley.

The Collateral secures the payment and performance of all of Owner's
present and future, direct or indirect, absolute and contingent, express and
implied, indebtedness, liabilities, obligations and covenants (cumulatively
"Obligations") by Lender pursuant to the Loan Contract described above and any
amendments thereto. This Assignment is made solely to secure performance of
the Obligations and is made subject to the following terms, covenants and
conditions:

1. Owner shall deliver the original Certificate of Deposit to Lender upon the
execution of this Assignment. This Assignment shall continue until Lender
specifically terminates the security interest in the Collateral in a writing signed
by Lender.

2. Lender shall be entitled to notify the Bank to pay Lender any monies owing
Owner under the Certificate of Deposit in the event of a default under the
Obligations. The Lender shall apply such monies first to costs associated
with collection, including reasonable attorney's fees, next to outstanding
interest, and then to the principal sum of the Loan. In the event that Owner
possesses or receives possession of any instruments or other remittances
with respect to the Certificate of Deposit following the giving of such
notification, Owner shall hold such instruments and other remittances in trust
for Lender apart from Owner's other property, endorse the instruments and
other remittances to Lender, and immediately provide Lender with possession
of the instruments and other remittances.

3. The Owner shall be in default under this Assignment upon the occurrence of
any of the following events or conditions: (a) failure or omission to make any
payment under the Loan Contract when due; (b) default in the payment or
performance of any obligation, covenant, agreement or liability contained or
referred to in the Loan Contract; (c) the making of any levy, seizure, or
attachment on the Collateral; (d) the Owner becoming insolvent or unable to
pay debts as they mature.

4. Owner hereby appoints Lender as its attorney-in-fact to endorse Owner's
name on all instruments and other remittances payable to Owner with respect

APPENDIX E TO LOAN CONTRACT #C153788