RESOLUTION AUTHORIZING THE

FINANCING OF THE INSURANCE PREMIUM



WHEREAS, due to recent cash flow limitations, the

University of the Virgin Islands (the "University") has financed

its property and liability premiums through insurance premium

financing transactions with its various insurance providers;



WHEREAS, the University is continuing to operate on

limited cash resources and needs to minimize large cash outflows;



WHEREAS, the University intends to annually enter into

various commercial premium finance agreements in substantially the

form as utilized in prior insurance premium financing transactions

(the "Finance Agreement") ;



WHEREAS, the University intends to ffiinance, from time to

time, its various insurance needs to be ovided by various

insurance providers in a principal amount not to exceed $2,000,000

per annum, each for a term not to exceed twelve months from the

date of closing of such loan, at an interest rate not greater than

7% per annum payable in periodic installments in accordance with

any such Financing Agreement or any other agreements reasonably

necessary to implement such insurance premium financing

transactions;



WHEREAS, the Board of Trustees of the University has

previously approved the recommendation of the administration of the

University to enter into such Finance Agreements;



NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES

OF THE UNIVERSITY THAT:



Sis The President and the Vice President for Business

and Financial Affairs of the University are hereby authorized to

borrow, from time to time, an aggregate principal amount not to

exceed $2,000,000 per annum for the payment of such insurance

premiums upon such terms and conditions as the President and Vice

President for Business and Financial Affairs, in the exercise of

their discretion, shall determine and to execute and deliver any

and all promissory notes, loan agreements, security agreements,

financing statements, instruments and other documents and to do and

cause to be done any and all acts necessary and appropriate to

accomplish the foregoing.



Pe The execution of any Finance Agreement and any other

agreements or certificates in connection with the issuance of notes

to evidence such indebtedness and the pledge of the security

therefor, will not constitute a default under any existing bond

resolution or indenture to which the University is bound. Ix.



191678.1 012808 RES

should be noted, however, that Paragraph III of the Granting Clause

to the Indenture of Mortgage and Trust dated as of November 1, 1973

(the "1973 Indenture"), by and between the University and First

National City Bank, as Trustee, provides for a first lien on and

pledge of funds available to the University for general operation

purposes from any other source, including appropriations from the

legislatures of the Virgin Islands or the United States of America,

to the extent required, together with other pledged revenues

available to meet payments of the principal of and interest on the

Consolidation and Construction Bond of 1973, Series A and Series B

and to provide and maintain the accounts, funds and reserves

required under the above-mentioned Indenture. Further, pursuant to

the Indenture of Trust dated as of September 1, 1994, by and

between the University and Marine Midland Bank, as Trustee, the

University pledged and granted an additional lien on such available

funds and other pledged revenues which is subject and subordinate

to the first lien established under the 1973 Indenture.



a The terms and conditions of any such Finance

Agreement and all actions taken by the President and Vice President

for Business and Financial Affairs taken in connection therewith

are hereby ratified and confirmed.



4. The authority hereby granted to the President and

the Vice President for Financial Affairs shall continue for a

period of two years from the date of adoption of this Resolution.



The undersigned does hereby certify that the foregoing is

a true and exact copy of a resolution of the Board of Trustees of

the University of the Virgin Islands adopted at its meeting on

December 6, 1997, as recorded in the minutes of said meeting.



Qn tle ear



Secretary of the Board



191678.1 012808 RES