exv10w6



 





EXHIBIT 10.6




PROMISSORY NOTE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal
	 	Loan Date
	 	Maturity
	 	Loan No.
	 	Call/Doll
	 	Account
	 	Officer
	 	Initials

	$5,000,000.00

	 	08-26-2004
	 	02-01-2005	 	 	 	 	 	 	 	 	 	 







References in the shaded areas are for Lender’s use only and do not limit the applicability of this document to any

particular loan or item. Any item above containing ***** has been omitted due to text length limitations.




	 	 	 	 	 	 	 
	Borrower:

	 	Desert Capital Reit, Inc.
	 	Lender:
	 	Beresford Bancorporation, Inc.
	

	 	357 Renaissance Drive, Suite A
	 	 	 	Beresford Bancorp
	

	 	Las Vegas, NV 89919
	 	 	 	 600 Main Street
	

	 	 	 	 	 	P.O. Box 1029
	

	 	 	 	 	 	Britton, SD 57430-1029
	

	 	 	 	 	 	(605) 448-2643
	 
	 	 	 	 	 	 







					
	Principal Amount: $5,000,000.00
	 	Initial Rate: 7.250%
	 	Date of Note: August 26, 2004






PROMISE TO PAY. Desert Capital Reit, Inc. (“Borrower”) promises to pay to
Beresford Bancorporation, Inc. (“Lender”), or order in lawful money of the
United States of America, the principal amount of Five Million & 00/100 Dollars
($5,000,000.00) or so much as may be outstanding, together with interest on the
unpaid outstanding principal balance of each advance. Interest shall be
calculated from the date of each advance until repayment of each advance.



PAYMENT. Borrower will pay this loan on demand. Payment in full is due
immediately upon Lender’s demand. If no demand is made, Borrower will pay this
loan in one payment of all outstanding principal plus all accrued unpaid
interest on February 1, 2005. In addition, Borrower will pay regular monthly
payments of all accrued unpaid interest due as of each payment date, beginning
September 25, 2004, with all subsequent interest payments to be due on the same
day of each month after that. Unless otherwise agreed or required by
applicable law, payments will be applied first to accrued unpaid interest, then
to principal, and any remaining amount to any unpaid collection costs and late
charges. The annual interest rate for this Note is computed on a 365/366
basis; that is, by applying the ratio of the annual interest rate over a year
of 360 days, multiplied by the outstanding principal balance, multiplied by the
actual number of days the principal balance is outstanding. Borrower will pay
Lender at Lender’s address shown above or at such other place as Lender may
designate in writing.



VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an Index which is the 10 Treasury Bill
Rate plus 3% (the “Index”). Lender will tell Borrower the current Index rate
upon Borrower’s request. The interest rate change will not occur more often
than each Month. Borrower understands that Lender may make loans based on
other rates as well. The Index currently is 7.260%per annum. The interest
rate to be applied to the unpaid principal balance of this Note will be at a
rate equal to the Index, rounded to the nearest 0.125 percent, resulting in an
initial rate of 7.250% per annum. NOTICE: Under no circumstance will the
interest rate on this Note be more than the maximum rate allowed by applicable
law.



PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment
of this Note, Borrower understands that Lender is entitled to a minimum
interest charge of $75.00. Other than Borrower’s obligation to pay any minimum
interest charge, Borrower may pay without penalty all of a portion of the
amount owed earlier than it is due. Early payments will not, unless agreed to
by Lender in writing, relieve Borrower of Borrower’s obligation to continue to
make payments of accrued unpaid interest. Rather, early payments will reduce
the principal balance due. Borrower agrees not to send Lender payments marked
“pain in full”, “without recourse”, or similar language. If Borrower sends
such a payment, Lender may accept it without losing any of Lender’s right under
this Note, and Borrower will remain obligated to pay any further amount owed to
Lender. All written communications concerning disputed amounts, including any
check or other payment instrument that indicates that the payment constitutes
“payment in full” of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of a disputed amount must be mailed or
delivered to: Beresford Bancorporation, Inc.: Beresford Bancorp; 600 Main
Street; PO Box 1029; Britton, SD 57430-1029.



LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the regularly scheduled payment or $10.00, whichever is greater.



INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, Lender, at its option, may, if permitted under applicable law,
increase the variable interest rate on this Note 5.000 percentage points. The
interest rate will not exceed the maximum rate permitted by applicable law.



DEFAULT. Each of the following shall constitute an event of default (“Event of
Default”) under this Note:





	 	 	Payment Default. Borrower falls to make any payment when due under this
Note.
	 
	 	 	Other Defaults. Borrower fails to comply with or to perform any other
term, obligation, covenant or condition contained in this Note or in any
of the related documents or to comply with or to perform any term,
obligation, covenant or condition contained n any other agreement between
Lender and Borrower.




1









 












	 	 	False Statements. Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower’s behalf under this Note or
the related documents is false or misleading in any material respect,
either now or at the time made or furnished or becomes false or misleading
at any time thereafter.
	 
	 	 	Insolvency. The dissolution or termination of Borrower’s existence as a
going business, the insolvency of Borrower, the appointment of a receiver
for any part of Borrower’s property, any assignment for the benefit of
creditors, any type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against Borrower.
	 
	 	 	Creditor or Forfeiture Proceedings. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any
governmental agency against any collateral securing the loan. This
includes a garnishment of any of Borrower’s accounts, including deposit
accounts, with Lender. However, this Event of Default shall not apply if
there is a good faith dispute by Borrower as to the validity or
unreasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender written notice of the
creditor or forfeiture proceeding and deposits with Lender monies or a
surety bond for the creditor or forfeiture proceeding, in an amount
determined by Lender, in its sole discretion, as being an adequate reserve
or bond for the dispute.
	 
	 	 	Events Affecting Guarantor. Any of the preceding events occurs with
respect to any guarantor, endorser, surety, or accommodation party of any
of the Indebtedness or any guarantor, endorser, surety, or accommodation
party dies or becomes incompetent, or revokes or disputes the validity or,
under liability under, any guarantor of the indebtedness evidenced by this
Note. In the vent of a death, Lender, at its option, may be shall not be
required to, permit the guarantor’s estate to assume unconditionally the
obligations arising under the guaranty in a manner satisfactory to Lender,
and, in doing so, cure any Event of Default.
	 
	 	 	Change of Ownership. Any change in ownership of twenty-five percent (25%)
or more of the common stock of Borrower.
	 
	 	 	Adverse Change. A material adverse change occurs in Borrower’s financial
condition, or Lender believes the prospect of payment or performance of
this Note is impaired.
	 
	 	 	Insecurity. Lender in good faith believes itself insecure.
	 
	 	 	Cure Provisions. If any default, other than a default in payment is
curable and if Borrower has not been given a notice of a breach of the
same provision of this Note within the preceding twelve (12) months, it
may be cured (and no event of default will have occurred) if Borrower,
after receiving written notice from Lender demanding cure of such default:
(1) cures the default within ten (10) days; or (2) if the cure requires
more than ten (10) days, immediately initiates steps which Lender deems in
Lender’s sole discretion to be sufficient to cure the default and
thereafter continues and completes all reasonable and necessary steps
sufficient to produce compliance as soon as reasonably practical.




LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.



ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount.
This includes, subject to any limits under applicable law, Lender’s attorneys’
fees and Lender’s legal expenses, whether or not there is a lawsuit, including
attorneys’ fees, expenses for bankruptcy proceedings, (including efforts to
modify or vacate any automatic stay or injunction), and appeals. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law.



JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in
any action, proceeding, or counterclaim brought by either Lender or Borrower
against the other.



GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of South Dakota. This
Note has been accepted by Lender in the State of South Dakota.



DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $19.00 if Borrower
makes a payment on Borrower’s loan and the check or preauthorized charge with
which Borrower pays is later dishonored.



RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower’s accounts with Lender (whether check ng.
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to
the extent permitted by applicable law, to charge or setoff all sums owing on
the indebtedness against any and all such accounts, and, at Lender’s option, to
administratively freeze all such accounts to allow Lender to protect Lender’s
charge and setoff rights provided in this paragraph.



LINE OF CREDIT. This Note evidences a revolving line of credit. Advance under
this Note, as well as directions for payment from Borrower’s accounts, may be
requested orally or in writing by Borrower or by an authorized person. Lender
may, but need not, require that all oral requests be




2









 







confirmed in writing.
Borrower agrees to be liable for all sums either: (A) advanced in accordance
with the instructions of an authorized person or
(B) credited to any of Borrower’s accounts with Lender. The unpaid principal
balance owing on this Note at any time may be evidenced by endorsements on this
Note or by Lender’s internal records, including daily computer print-outs.
Lender will have no obligation to advance funds under this Note if: (A)
Borrower or any guarantor is in default under the terms of this Note or any
agreement that Borrower or any guarantor has with Lender, including any
agreement made in connection with the signing of this Note; (B) Borrower or any
guarantor ceases doing business or is insolvent; (C) any guarantor seeks,
claims or otherwise attempts to limit, modify or revoke such guarantor’s
guarantee of this Note or any other loan with Lender; (D) Borrower has applied
funds provided pursuant to this Note for purposes other than those authorized
by Lender.



SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower,
and upon Borrower’s heirs, personal representatives, successors and assigns,
and shall inure to the benefit of Lender and its successors and assigns.



NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please notify us if we report any inaccurate information about your account(s)
to a consumer reporting agency. Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address: Beresford
Bancorporation, Inc., Beresford Bancorp, 600 Main Street, PO Box 1029, Britton,
SD 57430-1029.



GENERAL PROVISIONS. This Note is payable on demand. The inclusion of specific
default provisions or rights of Lender shall not preclude Lender’s right to
declare payments of this Note on its demand. Lender may delay or forgo
enforcing any of its rights or remedies under this Note without losing them.
Borrower and any other person who signs, guarantees or endorses this Note, to
the extent allowed by law, waiving presentment, demand for payment, and notice
of dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any
length of time) this loan or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Lender’s security interest in the
collateral; and take any other action deemed necessary by Lender without the
consent of or notice to anyone. All such parties also agree that Lender may
modify this loan without the consent of or notice to anyone other than the
party with whom the modification is made. The obligations under this Note are
joint and several.



PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE.



BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.



BORROWER:



DESERT CAPITAL REIT, INC.




	 	 	 	 	 	 	 
	By:

	 	                                                                            
	 	By:
	 	                                                                            
	

	 	Authorized Signer for Desert Capital Reit, Inc.
	 	 	 	Authorized Signer for Desert Capital Reit, Inc.







3









 






DISBURSEMENT REQUEST AND AUTHORIZATION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal
	 	Loan Date
	 	Maturity
	 	Loan No.
	 	Call/Doll
	 	Account
	 	Officer
	 	Initials

	$5,000,000.00
	 	 	08-26-2004	 	 	 	02-01-2005	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







References in the shaded areas are for Lender’s use only and do not limit the applicability of this document to any

particular loan or item. Any item above containing ***** has been omitted due to text length limitations.




	 	 	 	 	 	 	 
	Borrower:

	 	Desert Capital Reit, Inc.
	 	Lender:
	 	Beresford Bancorporation, Inc.
	

	 	357 Renaissance Drive, Suite A
	 	 	 	Beresford Bancorp
	

	 	Las Vegas, NV 89919
	 	 	 	600 Main Street
	

	 	 	 	 	 	P.O. Box 1029
	

	 	 	 	 	 	Britton, SD 57430-1029
	

	 	 	 	 	 	(605) 448-2643






LOAN TYPE. This is a Variable Rate Nondisclosable Revolving Line of Credit to
a Corporation for $5,000,000.00 due on February 1, 2005. The reference rate
(10 Treasury Bill Rate plus 3%, currently 7.280%) is rounded to the nearly
0.125 percent, resulting in an initial rate of 7.250.



PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:





	 	 	o Persona, Family, or Household Purposes or Personal Investment.
	 
	 	 	x Business (including Real Estate Investment).




DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be
disbursed until all of Lender’s conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $5,000,000.00 as follows:




	 	 	 	 	 
	Other Disbursements:

	 	$	5,000,000.00	 
	$5,000,000.00 Revolving Line of Credit
	 	 	 	 
	 
	 	 	
 	 
	Note Principal:

	 	$	5,000,000.00	 






FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVEI IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL
CONDITION AS DISCLOSED IN BORROWER’S MOST RECENT FINANCIAL STATEMENT TO LENDER.
THIS AUTHORIZATION IS DATED AUGUST 26, 2004.




BORROWER:




DESERT CAPITAL REIT, INC.




	 	 	 	 	 	 	 
	By:

	 	                                                                            
	 	By:
	 	                                                                            
	

	 	Authorized Signer for Desert Capital Reit, Inc.
	 	 	 	Authorized Signer for Desert Capital Reit, Inc.







4









 






CORPORATION RESOLUTION TO BORROW / GRANT COLLATERAL




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal
	 	Loan Date
	 	Maturity
	 	Loan No.
	 	Call/Doll
	 	Account
	 	Officer
	 	Initials

	$5,000,000.00
	 	 	08-26-2004	 	 	 	02-01-2005	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







References in the shaded areas are for Lender’s use only and do not limit the applicability of this document to any

particular loan or item. Any item above containing ***** has been omitted due to text length limitations.




	 	 	 	 	 	 	 
	Borrower:

	 	Desert Capital Reit, Inc.
	 	Lender:
	 	Beresford Bancorporation, Inc.
	

	 	357 Renaissance Drive, Suite A
	 	 	 	Beresford Bancorp
	

	 	Las Vegas, NV 89919
	 	 	 	600 Main Street
	

	 	 	 	 	 	P.O. Box 1029
	

	 	 	 	 	 	Britton, SD 57430-1029
	

	 	 	 	 	 	(605) 448-2643






WE, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:



THE CORPORATION’S EXISTENCE. The complete and correct name of the Corporation
is Desert Capital Reit, Inc. (“Corporation”). The Corporation is a corporation
for profit which is, and at all times shall be, duly organized, validly
existing, and in good standing under and by virtue of the laws of the
Corporations state of Incorporation. The Corporation is duly authorized to
transact business in all other states in which the Corporation is doing
business, having obtained all necessary filings, governmental licenses and
approvals for each state in which the Corporation is doing business.
Specifically, the Corporation is, and at all times shall be duly qualified as a
foreign corporation in all states in which the failure to so qualify would have
a material adverse effect on its business or financial condition. The
Corporation has the full power and authority to own its properties and to
transact a the business in which it is presently engaged or presented proposes
to engage. The Corporation maintains an office at 357 Renaissance Drive, Suite
A, Las Vegas, NV 89919. Unless the Corporation has designated otherwise in
writing, the principal office is the office at which the Corporation keeps its
books and records. The Corporation will notify Lender prior to any change in
the location of the Corporation’s state of organization or any change in the
Corporation’s name. The Corporation shall do all things necessary to preserve
and to keep in full force and effect its existence, rights and privileges, and
shall comply with all regulations, rules, ordinances, statutes, orders and
decrees of any governmental or quasi-governmental authority or court applicable
to the Corporation and the Corporation’s business activities.



RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if
the Corporation is a close corporation having no Board of Directors then at a
meeting of the Corporation’s shareholders, duly called and held on
   , at which a quorum was present and voting, or by other
duly authorized action in lieu of a meeting, the resolutions set forth in this
Resolution were adopted.



OFFICERS. The following named persons and entities are officers of Desert
Capital Reit, Inc.:



 




							
	NAMES
	 	TITLES
	 	AUTHORIZED
	 	ACTUAL SIGNATURES






ACTIONS AUTHORIZED. Any two (2) of the persons and entities listed above may
enter into any agreements of any nature with Lender, and those agreements will
bind the Corporation. Specifically, but without limitation, any two (2) of
such persons and entities are authorized, empowered, and directed to do the
following for and on behalf of the Corporation:





	 	 	Borrow Money. To borrow, as a cosigner or otherwise, from time to time
from Lender, on such terms as may be agreed upon between the Corporation
and Lender, such sum or sums of money as in their judgment should be
borrowed, without limitation.
	 
	 	 	Execute Notes. To execute and deliver to Lender the promissory note or
notes, or other evidence of the Corporation’s credit accommodations, on
Lender’s forms, at such rates of interest and on such terms as may be
agreed upon, evidencing the sums of money so borrowed or any of the
Corporation’s indebtedness to Lender, and also to execute and deliver to
Lender one or more renewals, extensions, modifications, refinancings,
consolidations, or substitutions for one or more of the notes, any portion
of the notes, or any other evidence of credit accommodations.
	 
	 	 	Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or
otherwise, encumber and deliver to Lender any property now or hereafter
belonging to the Corporation or in which the Corporation now or hereafter
may have an interest, including without limitation all real property and
all personal property (tangible or intangible) of the Corporation, as
security for the payment of any loans or credit accommodations so
obtained, any promissory notes so executed (including any amendments to or
modifications, renewals, and extensions of such promissory notes), or any
other or further indebtedness of the Corporation to Lender at any time
owing, however the same may be evidenced. Such property may be mortgaged,
pledged, transferred, endorsed, hypothecated or encumbered at the time
such loans are obtained or such indebtedness is incurred, or any other
time or times, and may be either in addition to or in lieu of any property
theretofore mortgaged, pledged, transferred, endorsed, hypothecated or
encumbered.
	 
	 	 	Execute Security Documents. To execute and deliver to Lender the forms of
mortgage, deed of trust, pledge agreement, hypothecation agreement, and
other security agreements and financing statements which Lender may
require and which shall evidence the terms and conditions under and
pursuant to which such liens and encumbrances, or any of them are given;
and also to execute and deliver to Lender




5









 












	 	 	any other written instruments, any chattel paper, or any other collateral,
of any kind or nature, which lender may deemed necessary or proper in
connection with or pertaining to the giving of the liens and encumbrances.
	 
	 	 	Negotiate Items. To draw, endorse, and discount with Lender all drafts,
trade acceptances, promissory notes, or other evidences of indebtedness
payable to or belonging to the Corporation or in which the Corporation may
have an interest, and either to receive ash for the same or to cause such
proceeds to be credited to the Corporation’s account with Lender, or to
cause such other disposition of the proceeds derived therefrom as they may
deem advisable.
	 
	 	 	Further Acts. In the case of lines of credit, to designate additional or
alternate individuals as being authorized to request advances under such
lines, and in all cases, to do and perform such other acts and things, to
pay any and all fees and costs, and to execute and deliver such other
documents and agreements, including agreements waiving the right to a
trial by jury, as the officers may in their discretion deem reasonably
necessary or proper in order to carry in effect the provisions of this
Resolution.




ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or
filings required by law relating to all assumed business names used by the
Corporation. Excluding the name of the Corporation, the following is a
complete list of all assumed business names under which the Corporation does
business: None.



NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at
Lender’s address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Corporation’s name; (B)
change in the Corporation’s assumed business name(s); (C) change in the
management of the Corporation; (D) change in the authorized signer(s); (E)
change in the Corporation’s principal office address; (F) change in the
Corporation’s state of organization; (G) conversion of the Corporation to a new
or different type of business entity; or (H) change in any other aspect of the
Corporation that directly or indirectly relates to any agreements between the
Corporation and the Lender. NO change in the Corporation’s name or state or
organization will take effect until after Lender has received notice.



CERTIFIATION CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupy the positions set opposite their respective names. This
Resolution now stands of record on the books of the Corporation, is in full
force and effect, and has not been modified or revoked in any manner
whatsoever.



NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no
seal is affixed to this Resolution.



CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution
and performed prior to the passage of this Resolution are hereby ratified and
approved. This Resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to and received by Lender at Lender’s address shown above
(or such addresses as Lender may designate from time to time). Any such notice
shall not affect any of the Corporation’s agreements or commitments in effect
at the time notice is given.



IN TESTIMONY WHEREOF, We have hereunto set our hand attest that the signatures
set opposite the names listed above are their genuine signatures.



We each have read all the
provisions of this Resolution and we each
                on
behalf of the Corporation certify that all statements and representations made
in this Resolution are true and correct. This Corporate Resolution to Borrow /
Grant Collateral is dated
              .




	 	 	 
	

	 	CERTIFIED TO AND ATTESTED BY:
	 
	 	 
	

	 	By:                                                                            
	

	 	     Authorized Signer for Desert Capital Reit, Inc.
	 
	 	 
	

	 	By:                                                                            
	

	 	     Authorized Signer for Desert Capital Reit, Inc.






NOTE: If the officers signing this Resolution are designated by the foregoing
document as one of the officers authorized to act on the Corporation’s behalf,
it is advisable to have this Resolution signed by at least one non-authorized
officer of the Corporation.





6