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<br />. <br /> <br />. <br /> <br />CONSENT TO ACTION WITHOUT MEETING <br /> <br />I, elt()./"/e,., IJ'a-rT/e-7"T ' am a Director of the South <br />Platte Ditch Company (the "Company"). As provided in Article IV, Section 11 of the <br />Company's Bylaws, I hereby consent to the approval and adoption by the Company's Board <br />of Directors on April ~ 1? , 1996, without a meeting, of the Resolution attached hereto, <br />which authorizes the President and Secretary of the Company, on behalf of the Company, to <br />enter into a loan for $100,000 from the Colorado Water Conservation Board and to execute <br />such documents and take such actions necessary to complete and repay such loan. <br /> <br />~#~~ <br /> <br />Dated: April ;Z ~ , 1996 <br />