Unassociated Document


      Exhibit
10.41

       

     

    To:

    Western
Mesquite Mines, Inc.

    2 Bloor
Street West

    Suite
2102

    Box
110

    Toronto,
Ontario

    Canada

    M4 W 3E2

    Attention:
Treasurer

    


    Western
Goldfields, Inc.

    2 Bloor
Street West

    Suite
2102

    Box
110

    Toronto,
Ontario

    Canada

    M4 W
3E2

    Attention:
Chief Financial Officer

    


    Western
Goldfields (USA) Inc.

    2 Bloor
Street West

    Suite
2102

    Box
110

    Toronto,
Ontario

    Canada

    M4 W
3E2

    Attention:
Chief Financial Officer

    


    18 December
2008

     

    Amendment of Repayment
Schedule and Longstop Date and approval of

    new Development
Plan

     

    US$105,000,000 credit
agreement originally dated 30 March 2007 (as amended and restated by and
amendment and restatement
agreement dated 31 May 2007 and as further amended on 29 June 2007, 16 July
2007, 14 August 2007, and 14 August 2008) between Western Mesquite Mines,
Inc. as Borrower, Western Goldfields (USA) Inc. (formerly known as Western
Goldfields, Inc.) as Guarantor, Investec Bank (UK) Limited as Agent, Mandated
Lead Arranger and Security Trustee, Commonwealth Bank of Australia
as Lead Arranger, the Banks (as
defined therein) and the Hedging Banks (as defined therein)
(the "Credit Agreement")

     

    
      
        
        

      

      
        Page
1

        
          

        

      

      
        
        

      

    

     

    
      	
              1

            	
              We
      refer to the Credit Agreement. Terms and expressions defined in the Credit
      Agreement shall have the same meaning when used herein unless otherwise
      defined.

            


    

     

    
      	
              2

            	
              The
      Agent (acting on the instructions of the Majority Banks) hereby approves
      the alterations to the Development Plan proposed by the Borrower
      reflecting:

            


    

    


    
      	
            	
              (a)

            	
              an
      amended leach curve;

            


    

    
      	
            	
              (b)

            	
              an
      updated mining schedule;

            


    

    
      	
            	
              (c)

            	
              updated
      tax assumptions; and

            


    

    
      	
            	
              (d)

            	
              updated
      operating cost figures,

            


    

     

    in
accordance with clause 11.1(c) of the Credit Agreement.

    


    
      
        	
                3

              	
                In
      addition, the Agent, the Banks and the Hedging Banks hereby propose that:
      (a) the Repayment Schedule in Schedule 6 of the Credit Agreement be
      deleted and replaced with the
following:

              


      

    

     

    
      
        
          
            	
                    Repayment
      Date

                  	 	
                    Repayment

                    Instalment

                  	 
	 	 	 	 	 
	
                    31
      December 2008

                  	 	 	20.50	%
	
                    30
      June 2009

                  	 	 	5.50	%
	
                    31 December 2009

                  	 	 	8.00	%
	
                    30
      June 2010

                  	 	 	13.00	%
	
                    31 December 2010

                  	 	 	10.00	%
	
                    30
      June 2011

                  	 	 	5.00	%
	
                    31 December 2011

                  	 	 	8.00	%
	
                    30 June 2012

                  	 	 	15.00	%
	
                    31 December 2012

                  	 	 	15.00	%
	
                    30
      June 2013

                  	 	 	0.00	%
	
                    31
      December 2013

                  	 	 	0.00	%
	
                    30
      June 2014

                  	 	 	0.00	%
	
                    31 December 2014

                  	 	 	0.00	%


          

        

      

       

    

    and (b)
the definition of the Longstop Date shall be amended to "30th June
2009"
((a) and (b) for the purposes of this letter shall be "the
Amendments").

    


    
      
        	
                4

              	
                The
      approval given in paragraph 2 above and the Amendments will not come into
      effect until the Agent notifies the Borrower that it has received all of
      the following documents in form and substance satisfactory to it (the
      "Effective Date"):

              


      

    

    


    
      
        	
              	
                (a)

              	
                board
      minutes of the Borrower, Western Goldfields (USA) Inc. and the Guarantor
      approving and authorizing:

              


      

    

     

    
      
        
        

      

      
        Page
2

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (i)

            	
              the
      proposed alterations to the Development Plan;
  and

            


    

    
      	
            	
              (ii)

            	
              the
      Amendments; and

            


    

     

    
      
        	
              	
                (b)

              	
                a
      report from the Independent Technical Consultant on the alterations to the
      Development Plan.

              


      

    

     

    
      	
              5

            	
              By
      the acceptance of this letter you agree to the repetition of the
      Repeating Representations
      by yourselves by reference to the facts and circumstances existing
      on:

            


    

     

    
      	
            	
              (a)

            	
              the
      date of this letter; and

            


    

     

    
      	
            	
              (b)

            	
              the
      Effective Date.

            


    

     

    
      
        	
                6

              	
                Without
      prejudice to the rights of any Financing Party which have arisen on or
      before
      the date of this letter or the Effective Date, by the acceptance of this
      letter you
      confirm that, on and after the Effective
  Date:

              


      

    

     

    
      
        	
              	
                (a)

              	
                the
      Credit Agreement as amended by this letter, and the other Financing
      Documents, will remain in full force and effect;
  and

              


      

    

    


    
      
        	
              	
                (b)

              	
                the
      Security Documents to which you are a party will continue to secure all
      liabilities which are expressed to be secured by
  them.

              


      

    

     

    
      	
              7

            	
              This
      letter is hereby designated as a Financing
  Document.

            


    

    


    
      	
              8 

            	
              This
      letter shall be governed by and construed in accordance with English
      law.

            


    

    


    
      
        	
                9

              	
                The
      courts of England have exclusive jurisdiction to settle any dispute
      arising out of or in connection with this letter (including a dispute
      regarding the existence, validity or termination of this
      letter).

              


      

    

    


    
      
        	
                10

              	
                This
      letter may be signed in any number of counterparts, and this has the same
      effect as if the signatures on the counterparts were on a single copy of
      this letter.

              


      

    

    


    Please
indicate your acceptance of the terms and conditions of this letter by
countersigning the copy of this letter where indicated below.

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Yours
      faithfully

                                        	
                                           

                                           

                                        	 
      
	
                                          /s/
      Serena Smulansky

                                        	 	/s/
      George Rogers
	
                                          Investec
      Bank (UK) Limited

                                        	 	      
                                          Investec
      Bank (UK) Limited

                                        
	(as Agent on behalf of the Banks and Hedging Banks)	  
      	      
                                          (as Agent on behalf of the Banks and Hedging Banks)

                                        
	Serena
      Smulansky	 
      	
                                                
                                            George
      Rogers

                                          

                                        
	      
                                          Authorised
      Signatory

                                        	 
      	
                                                
                                            Authorised
      Signatory

                                          

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    Accepted
and agreed, on 18th December
2008

     

    
      
        
        

      

      
        Page
3

        
          

        

      

      
        
        

      

    

     

    
      	
              /s/
      Raymond Threlkeld

            	 
      
	
              Western
      Mesquite Mines, Inc.

            	 
      
	 
      	 
      
	
              
                /s/
      Raymond Threlkeld

              

            	 
      
	
              Western
      Goldfields Inc.

            	 
      
	 
      	 
      
	
              
                /s/
      Raymond Threlkeld

              

            	 
      
	
              Western
      Goldfields (USA) Inc.

            	 
      


    

     

    
      
        
        

      

      
        Page
4

        
          

        

      

      
        
        

      

    

     

    WESTERN
GOLDFIELDS INC.

     

    UNANIMOUS
WRITTEN CONSENT OF THE BOARD OF DIRECTORS

     

    December
18, 2008

     

    The
undersigned, being all the directors of Western Goldfields Inc. (the "Corporation"), by their signatures, hereby consent, pursuant
to the Business
Corporations Act (Ontario), to the following resolutions (the "Resolutions"):

     

    WHEREAS, Western Mesquite
Mines, Inc., a Nevada corporation (the "Borrower"), being a wholly-owned subsidiary of the
Corporation, has prepared a revised development plan (the "Revised Development
Plan") for its operations at the
Mesquite gold mine located in Imperial County, California (the "Mesquite Mine") as approved by the Board of Directors at its
meeting held on October 6, 2008; and

    


    WHEREAS, pursuant to the
US$105,000,000 credit agreement originally dated March 30, 2007 (as amended and
restated by an amendment and restatement agreement dated May 31, 2007 and as
further amended on June 29, 2007, July 16, 2007, August 14, 2007, and August 14,
2008) between Western Mesquite Mines, Inc. as Borrower, Western Goldfields (USA)
Inc. (formerly known as Western Goldfields, Inc.) as Guarantor, Investec Bank
(UK) Limited as Agent, Mandated Lead Arranger and Security Trustee, Commonwealth
Bank of Australia as Lead Arranger, the Banks (as defined therein, the "Banks") and the Hedging Banks (as defined therein)
(the "Credit Agreement"), the Borrower is required to obtain the
consent of the Banks in order to make alterations to its development plan;
and

     

    WHEREAS, the Agent, the Banks
and the Hedging Banks have, in connection with the Revised Development Plan,
proposed that the Repayment Schedule and Longstop Date be amended pursuant to a
proposed amendment to the Credit Agreement to be dated on or around December 19,
2008 (the "Amendment"); and

    


    WHEREAS, the Board of
Directors of the Corporation (the "Board of
Directors") has determined that it
is advisable and in the best interests of the Corporation that the Borrower
pursue the Revised Development Plan and in furtherance thereof that the
Corporation execute, deliver and perform the Amendment and consummate the
transactions contemplated thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Approval of Revised
Development Plan 

     

    NOW,
THEREFORE, BE IT

     

    RESOLVED, that the form, terms
and provisions of the Revised Development Plan (in a form substantially similar
to that presented to the Board of Directors on October 6, 2008), the
transactions to be consummated by the Borrower as contemplated thereby, the
obligations of the Borrower pursuant thereto, all agreements, instruments or
certificates as shall be approved by the authorized officer(s) of the Borrower
in connection with the Revised Development Plan from time to time (with such
approval conclusively evidenced by the execution and delivery, or delivery, of
such agreement, instrument or certificate), with such changes therein as the
officer(s) executing the same shall, by the execution and delivery, or delivery,
thereof, approve, all such further action and to prepare, amend, revise,
execute, deliver and file all such agreements, instruments, documents and
certificates and to incur and pay expenses in the name, and on behalf, of the
Borrower under its corporate seal or otherwise as they, or any one of them,
shall deem necessary, proper or advisable in order to perform or otherwise carry
out the terms and conditions of the Revised Development Plan and effectuate the
transactions contemplated therein be, and they hereby are, in all respects,
authorized, approved and adopted; and further

     

    Approval of the
Amendment

     

    RESOLVED, that the form, terms
and provisions of the Amendment (in a form substantially similar to that
presented to the Board of Directors on December 18, 2008), the transactions
contemplated thereby, and the obligations pursuant thereto be, and they hereby
are, in all respects, authorized, approved and adopted; and further

     

    RESOLVED, that the President,
Secretary, Chief Financial Officer and any other officer of the Corporation be,
and each of them hereby is, authorized and directed on behalf of the Corporation
and in its name to execute and deliver, or cause to be executed and delivered,
the Amendment and such other agreements, instruments or certificates as such
officer(s) shall approve in connection with the Amendment from time to time
(with such approval conclusively evidenced by the execution and delivery, or
delivery, of such agreement, instrument or certificate), with such other changes
therein as the officer(s) shall, by the execution and delivery, or delivery,
thereof, approve, and to take all such other actions as such officer(s) deems
necessary or desirable to perform or otherwise carry out the terms and
conditions of the Amendment and the transactions contemplated therein; and
further

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Enabling Resolutions;
Ratification

     

    RESOLVED, that the President,
Secretary, Chief Financial Officer and any other officer of the Corporation be,
and each of them hereby is, authorized and directed to take all such further
action and to prepare, amend, revise, execute, deliver and file all such
agreements, instruments, documents and certificates, and to incur and pay such
expenses in the name, and on behalf, of the Corporation under its corporate seal
or otherwise as they, or any one of them, shall deem necessary, proper or
advisable in order to effectuate the transactions contemplated by these
resolutions, including any agreement executed by the Corporation in connection
with the Amendment, and otherwise to carry out the intent and effectuate the
purpose of each of the foregoing resolutions; and finally

    


    RESOLVED, that any action
taken by any of the officers of the Corporation prior to the adoption of these
resolutions which is within the authority conferred by the foregoing resolutions
is hereby ratified, approved and adopted.

     

    [Remainder
of page intentionally left
blank]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
undersigned have executed this consent of the Board of Directors as of
the 18 day of December,
2008.

     

    
      
        
          
            
              
                	 
      	
                        /s/ Randall Oliphant

                      
	 
      	
                        Randall
      Oliphant

                      
	 
      	 
      
	 
      	 
      
	 
      	
                        Vahan
      Kololian

                      
	 
      	 
      
	 
      	 
      
	 
      	
                        Martyn
      Konig

                      
	 
      	 
      
	 
      	 
      
	 
      	
                        Gerald
      Ruth

                      
	 
      	 
      
	 
      	 
      
	 
      	
                        Raymond
      Threlkeld

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
undersigned have executed this consent of the Board of Directors as of
the 18 day of December,
2008.

     

    
      
        	 
      	
                  

              
	 
      	
                Randall
      Oliphant

              
	 
      	 
      
	 
      	
                /s/ Vahan Kololian

              
	 
      	
                Vahan
      Kololian

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                Martyn
      Konig

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                Gerald
      Ruth

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                Raymond
      Threlkeld

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
undersigned have executed this consent of the Board of Directors as of
the 18 day of
December, 2008.

     

    
      
        	 
      	
                  

              
	 
      	
                Randall
      Oliphant

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                Vahan
      Kololian

              
	 
      	 
      
	 
      	
                /s/ Martyn Konig

              
	 
      	
                Martyn
      Konig

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                Gerald
      Ruth

              
	 
      	 
      
	 
      	
                /s/ Raymond Threlkeld

              
	 
      	
                Raymond
      Threlkeld

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
undersigned have executed this consent of the Board of Directors as of
the 18 day of December,
2008.

     

    
      
        	 
      	
                  

              
	 
      	
                Randall
      Oliphant

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                Vahan
      Kololian

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                Martyn
      Konig

              
	 
      	 
      
	 
      	
                /s/ Gerald Ruth

              
	 
      	
                Gerald
      Ruth

              
	 
      	 
      
	 
      	
                  

              
	 
      	
                Raymond
      Threlkeld

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WESTERN
GOLDFIELDS (USA) INC.

     

    UNANIMOUS
WRITTEN CONSENT OF THE BOARD OF DIRECTORS

     

    December
18, 2008

    


    The
undersigned, being all the directors of Western Goldfields (USA) Inc. (the "Corporation"), by their signatures, hereby consent to the
following resolutions (the "Resolutions"):

     

    WHEREAS, Western Mesquite
Mines, Inc., a Nevada corporation (the "Borrower"), being a wholly-owned subsidiary of the
Corporation, has prepared a revised development plan (the "Revised Development
Plan") for its operations at the
Mesquite gold mine located in Imperial County, California (the "Mesquite Mine") as approved by the Board of Directors at its
meeting held on October 6, 2008; and

    


    WHEREAS, pursuant to the
US$105,000,000 credit agreement originally dated 30 March 2007 (as amended and
restated by an amendment and restatement agreement dated 31 May 2007 and as
further amended on 29 June 2007, 16 July 2007, 14 August 2007, and 14 August
2008) between the Borrower, the Corporation as Guarantor, Investec Bank (UK)
Limited as Agent, Mandated Lead Arranger and Security Trustee, Commonwealth Bank
of Australia as Lead Arranger, the Banks (as defined therein, the "Banks") and the Hedging Banks (as defined therein)
(the "Credit Agreement"), the Borrower is required to obtain the
consent of the Banks in order to make alterations to its development plan;
and

    


    WHEREAS, the Agent, the Banks
and the Hedging Banks have, in connection with the Revised Development Plan,
proposed that the Repayment Schedule and Longstop Date be amended pursuant to a
proposed amendment to the Credit Agreement to be dated on or around December 19,
2008 (the "Amendment"); and

    


    WHEREAS, the Board of
Directors has determined that it is advisable and in the best interests of the
Corporation that the Borrower pursue the Revised Development Plan and in
furtherance thereof that the Corporation execute, deliver and perform the
Amendment and consummate the transactions contemplated thereunder;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Approval of Revised
Development Plan 

     

    NOW,
THEREFORE, BE IT

     

    RESOLVED, that the form, terms
and provisions of the Revised Development Plan (in a form substantially similar
to that presented to the Board of Directors on October 6, 2008), the
transactions to be consummated by the Borrower as contemplated thereby, the
obligations of the Borrower pursuant thereto, all agreements, instruments or
certificates as shall be approved by the authorized officer(s) of the Borrower
in connection with the Revised Development Plan from time to time (with such
approval conclusively evidenced by the execution and delivery, or delivery, of
such agreement, instrument or certificate), with such changes therein as the
officer(s) executing the same shall, by the execution and delivery, or delivery,
thereof, approve, all such further action and to prepare, amend, revise,
execute, deliver and file all such agreements, instruments, documents and
certificates and to incur and pay expenses in the name, and on behalf, of the
Borrower under its corporate seal or otherwise as they, or any one of them,
shall deem necessary, proper or advisable in order to perform or otherwise carry
out the terms and conditions of the Revised Development Plan and effectuate the
transactions contemplated therein be, and they hereby are, in all respects,
authorized, approved and adopted; and further

     

    Approval of the
Amendment

     

    
      RESOLVED, that the form, terms
and provisions of the Amendment (in a form substantially similar to that
presented to the Board of Directors on December 18, 2008), the
transactions contemplated thereby, and the obligations pursuant thereto be, and
they hereby are, in all respects, authorized, approved and adopted; and
further

    

     

    RESOLVED, that the President,
Secretary, Chief Financial Officer and any other officer of the Corporation be,
and each of them hereby is, authorized and directed on behalf of the Corporation
and in its name to execute and deliver, or cause to be executed and delivered,
the Amendment and such other agreements, instruments or certificates as such
officer(s) shall approve in connection with the Amendment from time to time
(with such approval conclusively evidenced by the execution and delivery, or
delivery, of such agreement, instrument or certificate), with such other changes
therein as the officer(s) shall, by the execution and delivery, or delivery,
thereof, approve, and to take all such other actions as such officer(s) deems
necessary or desirable to perform or otherwise carry out the terms and
conditions of the Amendment and the transactions contemplated therein; and
further

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Enabling Resolutions;
Ratification

     

    RESOLVED, that the President,
Secretary, Chief Financial Officer and any other officer of the Corporation be,
and each of them hereby is, authorized and directed to take all such further
action and to prepare, amend, revise, execute, deliver and file all such
agreements, instruments, documents and certificates, and to incur and pay such
expenses in the name, and on behalf, of the Corporation under its corporate seal
or otherwise as they, or any one of them, shall deem necessary, proper or
advisable in order to effectuate the transactions contemplated by these
resolutions, including any agreement executed by the Corporation in connection
with the Amendment, and otherwise to carry out the intent and effectuate the
purpose of each of the foregoing resolutions; and finally

     

    RESOLVED, that any action
taken by any of the officers of the Corporation prior to the adoption of these
resolutions which is within the authority conferred by the foregoing resolutions
is hereby ratified, approved and adopted.

     

    
      [Remainder
of page intentionally left
blank]

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
undersigned have executed this consent of the Board of Directors as of the
eighteenth day of December, 2008.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 
      	/s/ Brian
      Penny
	 
      	Name:
      BRIAN
      PENNY
	 
      	 
      	 
      
	 
      	/s/
      Arthur Chen
	 
      	Name:
      ARTHUR
      CHEN
	 
      	 
      	 
      
	 
      	/s/ Raymond
      Threlkeld
	 
      	Name:
      RAYMOND
      THRELKELD


                      

                    

                  

                

              

            

          

        

      

      
         

        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    WESTERN
MESQUITE MINES, INC.,

     

    UNANIMOUS
WRITTEN CONSENT OF THE BOARD OF DIRECTORS

     

    December
18, 2008

    


    The
undersigned, being all the directors of Western Mesquite Mines, Inc. (the "Corporation"), by their signatures, hereby consent to the
following resolutions (the "Resolutions"):

     

    WHEREAS, the Corporation has
prepared a revised development plan (the "Revised Development Plan") for its operations at the Mesquite gold mine
located in Imperial County, California (the "Mesquite Mine") as approved by the Board of Directors at its
meeting held on October 6, 2008; and

    


    WHEREAS, pursuant to the
US$105,000,000 credit agreement originally dated 30 March 2007 (as amended and
restated by an amendment and restatement agreement dated 31 May 2007 and as
further amended on 29 June 2007, 16 July 2007, 14 August 2007, and 14 August
2008) between the Corporation as Borrower, Western Goldfields (USA) Inc.
(formerly known as Western Goldfields, Inc.) as Guarantor, Investec Bank (UK)
Limited as Agent, Mandated Lead Arranger and Security Trustee, Commonwealth Bank
of Australia as Lead Arranger, the Banks (as defined therein, the "Banks") and the Hedging Banks (as defined therein)
(the "Credit Agreement"), the Corporation is required to obtain the
consent of the Banks in order to make alterations to its development plan;
and

    


    WHEREAS, the Agent, the Banks
and the Hedging Banks have, in connection with the Revised Development Plan,
proposed that the Repayment Schedule and Longstop Date be amended pursuant to a
proposed amendment to the Credit Agreement to be dated on or around December 19,
2008 (the "Amendment"); and

    


    WHEREAS, the Board of
Directors has determined that it is advisable and in the best interests of the
Corporation that the Corporation pursue the Revised Development Plan and in
furtherance thereof that the Corporation execute, deliver and perform the
Amendment and consummate the transactions contemplated thereunder;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Approval of Revised
Development Plan 

     

    NOW,
THEREFORE, BE IT

     

    RESOLVED, that the form, terms
and provisions of the Revised Development Plan (in a form substantially similar
to that presented to the Board of Directors on October 6, 2008), the
transactions to be consummated by the Corporation as contemplated thereby, the
obligations of the Corporation pursuant thereto, all agreements, instruments or
certificates as shall be approved by the authorized officer(s) of the
Corporation in connection with the Revised Development Plan from time to time
(with such approval conclusively evidenced by the execution and delivery, or
delivery, of such agreement, instrument or certificate), with such changes
therein as the officer(s) executing the same shall, by the execution and
delivery, or delivery, thereof, approve, all such further action and to prepare,
amend, revise, execute, deliver and file all such agreements, instruments,
documents and certificates and to incur and pay expenses in the name, and on
behalf, of the Corporation under its corporate seal or otherwise as they, or any
one of them, shall deem necessary, proper or advisable in order to perform or
otherwise carry out the terms and conditions of the Revised Development Plan and
effectuate the transactions contemplated therein be, and they hereby are, in all
respects, authorized, approved and adopted; and further

     

    Approval of the
Amendment

     

    RESOLVED, that the form, terms
and provisions of the Amendment (in a form substantially similar to that
presented to the Board of Directors on December 18, 2008), the transactions
contemplated thereby, and the obligations pursuant thereto be, and they hereby
are, in all respects, authorized, approved and adopted; and further

     

    RESOLVED, that the President,
Secretary, Chief Financial Officer and any other officer of the Corporation be,
and each of them hereby is, authorized and directed on behalf of the Corporation
and in its name to execute and deliver, or cause to be executed and delivered,
the Amendment and such other agreements, instruments or certificates as such
officer(s) shall approve in connection with the Amendment from time to time
(with such approval conclusively evidenced by the execution and delivery, or
delivery, of such agreement, instrument or certificate), with such other changes
therein as the officer(s) shall, by the execution and delivery, or delivery,
thereof, approve, and to take all such other actions as such officer(s) deems
necessary or desirable to perform or otherwise carry out the terms and
conditions of the Amendment and the transactions contemplated therein; and
further

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    Enabling Resolutions;
Ratification

     

    RESOLVED, that the President,
Secretary, Chief Financial Officer and any other officer of the Corporation be,
and each of them hereby is, authorized and directed to take all such further
action and to prepare, amend, revise, execute, deliver and file all such
agreements, instruments, documents and certificates, and to incur and pay such
expenses in the name, and on behalf, of the Corporation under its corporate seal
or otherwise as they, or any one of them, shall deem necessary, proper or
advisable in order to effectuate the transactions contemplated by these
resolutions, including any agreement executed by the Corporation in connection
with the Amendment, and otherwise to carry out the intent and effectuate the
purpose of each of the foregoing resolutions; and finally

    


    RESOLVED, that any action
taken by any of the officers of the Corporation prior to the adoption of these
resolutions which is within the authority conferred by the foregoing resolutions
is hereby ratified, approved and adopted.

     

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    IN WITNESS WHEREOF, the
undersigned have executed this consent of the Board of Directors as of the
eighteenth day of December, 2008.

     

    
      
        
          
            
              
                
                  	  	/s/
      Brian
      Penny
	 
      	Name:
      BRIAN
      PENNY
	 
      	 
      	 
      
	 
      	/s/ Arthur
      Chen
	 
      	Name:
      ARTHUR
      CHEN
	 
      	 
      	 
      
	 
      	/s/ Raymond
      Threlkeld
	 
      	Name:
      RAYMOND
      THRELKELD