<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>doc3.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                        RIGHT OF FIRST REFUSAL AGREEMENT
                        --------------------------------


          THIS  RIGHT  OF  FIRST  REFUSAL  AGREEMENT  ("Agreement")  is made and
entered  into this 12th day of August, 1992, between INCO SECURITIES CORPORATION
("Corporation")  and  RICHARD F. MYERS, MARK W. HARDING, THOMAS P. CLARK, THOMAS
LAMM  and  ROWENA  ROGERS  (collectively  the  "Tenants").

                                 R E C I T A L S

          WHEREAS,  the  Tenants  have  each  acquired  an undivided interest in
certain  real  property  located  in  Arapahoe County as more fully described on
Exhibit  A  attached  hereto  and  made  a  part  hereof  ("Property");  and

          WHEREAS,  the Tenants have entered into that certain Tenancy in Common
Agreement  dated August 12, 1992 ("Tenancy in Common Agreement") whereby certain
rights  and  responsibilities  of  the  Tenants  are  set  forth;  and

          WHEREAS,  the Corporation has an interest in maintaining the integrity
and  potential  development  of  the  Property;  and

          WHEREAS, the Corporation and the Tenants, by this Agreement, desire to
set  forth  the  method  and  procedures  by  which the Corporation may exercise
certain  rights  in  connection  with  the  Property.

          NOW  THEREFORE,  in  consideration  of  the premises and of the mutual
benefits to accrue to each of the parties hereto, the parties have agreed and do
hereby  agree  as  follows:

          1.     Granting of Right of First Refusal.  In  consideration of their
                 ----------------------------------
receipt  of  $198,000  (the "First Refusal Premium") , the Tenants hereby grant,
for  a  period  of  99  years  from the date noted above, to the Corporation, in
accordance  with  the  terms  of  this  Agreement,  the exclusive right of first
refusal  on  the  Property,  such  right  of first refusal being limited only as
described  under  Section  4  below.

          2.     Procedures for Exercise of Right of First Refusal.
                 -------------------------------------------------

               a.     First Notice. In the event any Tenant shall desire to sell
                      ------------
all  or  any  portion  or otherwise transfer its interest in the Property to any
third  party  and  it  shall have received a bona fide offer therefore, which is
acceptable  to  it,  it  shall,  not  less than 60 days prior to the date of the
proposed  sale or transfer, give written notice of such offer to the Corporation
("First  Notice").  The  Notice  shall  state  that  a  bona fide offer has been
received  by  the  selling  Tenant  from  such third party and shall contain the
following  information:

                    (1)     The portion of the selling Tenant's interest  in the
Property offered  for  sale;

                    (2)     The  price,  terms,  and  conditions of the proposed
sale;


                                      -1-
<PAGE>
                    (3)     The name and address of the third party to whom such
Property interest is proposed to be sold. The First notice shall further contain
an  affirmative  offer by the selling Tenant granting the Corporation the option
to  purchase  the  selling  Tenant's  interest  in  the Property, or the portion
thereof  offered  for  sale,  upon  the  terms  and  conditions outlined in this
Agreement.

               b.     Purchase  Price.  Following receipt of the First Notice as
                      ---------------
outlined  in  a. above, the Corporation shall have the option, for the period of
60 calendar days from the date of such First Notice within which to exercise the
option  to  purchase  the  selling Tenant's interest in the Property offered for
sale. The Corporation may, during such 60 calendar day period, by written notice
("Second  Notice") to the selling Tenant, elect to purchase the selling Tenant's
Property  interest  either:

                    (1)     Upon the terms and conditions of the bona fide offer
received by the selling tenant as set forth in the First Notice; or

                    (2)     By  cash  purchase  of the selling Tenant's Property
interest  at  its appraised value, as determined by an M.A.I. appraiser mutually
chosen  by  the  selling  Tenant  and the Corporation. If an appraiser cannot be
agreed  upon within 15 business days of the First Notice, the selling Tenant and
the  Corporation  shall  each  choose  an  M.A.I. appraiser and those two M.A.I.
appraisers  shall  choose a third M.A.I. appraiser who shall provide the selling
Tenant  and  the  Corporation with the appraised value. If the M.A.I. appraisers
chosen  cannot  agree  on  a  third M.A.I. appraiser, the selling Tenant and the
Corporation  shall each obtain an M.A.I. appraisal and the appraised value shall
be  the  average of the two appraisals. If the Corporation requests an appraisal
of the Property and a single appraisal is done, the costs of the appraisal shall
be  borne  by  the  Corporation.  If  a second appraisal is required as outlined
above,  the costs of the appraisals shall be borne equally by the selling Tenant
and  the  Corporation.

               c.     Title Commitment. Selling Tenant shall, within 10 business
                      ----------------
days  after  sending  the  First  Notice, furnish to the Corporation, at selling
Tenant's  expense,  a  current  commitment  ("Commitment")  for an owner's title
insurance policy in an amount equal to the price in the First Notice (the amount
to  be  adjusted  to  the actual Purchase Price when that is determined) showing
merchantable  title  to be vested in selling Tenant, free and clear of all liens
and encumbrances, subject only to a lien for real property taxes for the year of
closing,  payable  in  the  following  year,  and  building,  zoning,  and other
applicable  ordinances  and regulations of Arapahoe County. The Commitment shall
be accompanied by copies of all instruments listed in the schedule of exceptions
thereto  and  any recorded instruments described in the schedule of requirements
thereto.

               d.     Title  Defects.  Within  20  business  days  after  the
                      --------------
Corporation's  receipt  of  the Commitment (together with copies of the recorded
instruments  referred  to  therein),  the  Corporation shall give selling Tenant
notice  of  all  title defects shown thereon or otherwise determined to exist by
the  Corporation,  specifying  which  defects  the  Corporation  consent  to  as
permitted  exceptions and which defects are not permitted exceptions. Failure to
give  notice  of title defects as set forth herein shall be a waiver thereof. In
the event the Corporation gives the selling Tenant notice of title defects which
are  not  permitted  exceptions,  the selling Tenant shall, at its sole cost and
expense,  cure  such  defects, which cure may, if acceptable to the Corporation,


                                      -2-
<PAGE>
include  the obligation to obtain title insurance protection for the Corporation
and  its  successors  and  to  pay  any  additional  premium  or  cost  for such
protection. If each of said defects is not cured by the date of Closing (as such
time may be extended by the Corporation) , the Corporation may at its option (i)
terminate  its  decision  to exercise its right of first refusal, or (ii) accept
the uncured defect as a permitted exception with a commensurate reduction in the
purchase  price  to  cover  the  cost  of curing the defect, or if the defect is
incurable,  to  reflect  the  reduction  in the value of the Property due to the
defect.  In  the  event  of  such  termination,  all  other  obligations  of the
Corporation  and  the  selling  Tenant  under  that  particular  exercise of the
Corporation's  right  of  first  refusal  shall  be  terminated.

               e.     Closing.  Following  the Second Notice, the closing on the
                      -------
transfer  of  the  Property  interest from the selling Tenant to the Corporation
("Closing")  shall  take  place  at  the  offices  of  the Corporation within 10
business  days  of  the receipt of the Second Notice by the selling Tenant. Such
transfer  shall  occur  by  special  warranty  deed.  As  soon as possible after
Closing,  selling  Tenant  shall  cause  to  be delivered to the Corporation, at
selling  Tenant's  cost  and expense, an owner's title insurance policy insuring
the title of the Corporation in accordance with the Commitment. All taxes, fees,
and  special  assessments  shall  be  prorated  to  the  date  of  Closing.

               f.     Credit Against Purchase Price.  Any purchase of a Tenant's
                      -----------------------------
Property interest by the Corporation, whether under this Agreement or otherwise,
shall  include  a  credit  against  the  purchase  price equal to the percentage
interest  in  the  Property  being  purchased  multiplied  by the sum of (1) any
subdivision  costs expended by the Corporation pursuant to Section 5. below, and
(2)  80%  of  the  First  Refusal Premium. In no event, however, may such credit
exceed  the  purchase  price.

               g.     Direct Purchase by the Corporation.  Except in the case of
                      ----------------------------------
death, bankruptcy or incompetence, which is subject to the provisions of Section
9.c  of the Tenancy in Common Agreement, nothing contained herein shall prohibit
any  Tenant  desiring  to  sell  all  or  any  portion or otherwise transfer its
interest  in  the Property from separately negotiating and selling such Property
interest  to  the  Corporation  directly, regardless of the existence of a third
party  offer.

          3.     Non-Exercise  or  Default.  In  the  event that the Corporation
                 -------------------------
elects  not  to  exercise  the  option  to  purchase the Property interest being
offered  or  defaults  in  its  obligations under this Agreement, selling Tenant
shall  have  the  right  to  sell  and  convey  such interest to the third party
strictly  in accordance with the terms of the Notice provided to the Corporation
pursuant to this Agreement. If no such conveyance is made within the 60 calendar
day  period  following the expiration of the option period, a new notice of sale
shall  be  required  in the manner provided herein. In the event the Corporation
fails  to  close  the  purchase of the selling Tenant's interest in the Property
after  properly notifying the selling Tenant of its agreement to so purchase and
after  full  compliance by selling Tenant of its obligations herein, the selling
Tenant may either enforce specific performance against the Corporation, or treat
such  failure  to  close  as  a  default  by  the  Corporation,  and immediately
re-institute  its  rights  under this paragraph allowing it to sell the Property
interest  to  the  third  party, with no further duty to grant the Corporation a
right  of  first  refusal  on  the  Property  offered  for  sale.


                                      -3-
<PAGE>
          4.     Limitation  on  Scope  of  Right  of  First  Refusal.  The
                 ----------------------------------------------------
Corporation's  right  of  first refusal under this Agreement shall be limited to
those  events involving bona fide offers received by Tenants from third parties.
The  right  of  first  refusal hereby granted is not effective in the event of a
transfer to a Tenant or Tenants as a result of a Tenant's death, incompetence or
bankruptcy,  such  right  of first refusal having been previously granted to the
Tenants  pursuant to the Tenancy in Common Agreement. The right of first refusal
hereby granted shall apply, however, if no Tenant exercises the applicable right
of  first  refusal  so  granted  under  the  Tenancy  in  Common  Agreement.

          5.     Subdivision Rights.  As  described  in  the  Tenancy  in Common
                 ------------------
Agreement,  the  parties  hereto  acknowledge  that  it  is  desirable to pursue
subdivision  of  the  Property, but that the funds required for such subdivision
may  be substantial. In the event that the Corporation guarantees payment of and
pays  the  costs  therefore,  Tenants  agree  to  cooperate  in  the subdivision
procedures  and  to provide such approvals as may be necessary to accomplish the
Property's  subdivision in the manner recommended by the Corporation. If, in the
reasonable  opinion  of  the  Corporation,  any  Tenant  does  not  provide such
cooperation and those Tenants controlling greater than 50% of the Property agree
in  writing,  the  Corporation  may  notify  the  non-cooperating  Tenant of the
Corporation's  desire  to  purchase  and  may  purchase  such  Tenant's Property
interest  in  the  manner  described  below.  The  Tenants  also agree that upon
subdivision  of  the Property, and payment by the Corporation of all subdivision
costs,  they  will sell to the Corporation their interests in any portion of the
Property  requested  by  the  Corporation  so long as the total area sold to the
Corporation  its  successors  or  assigns  pursuant  to this provision, does not
constitute  more than 80% of the Property's acreage. The price and terms for any
purchase  of  the Property, or portion thereof, under this Section 5 shall be as
outlined in 2.b.(2), 2.c., 2.d., 2.e., 2.f. and 2.g. above. For purposes of this
Section  5 only, the First Notice referenced in 2.b.(2) shall mean the notice to
the  non-cooperating  or  selling  Tenant  or  Tenants  as  described  herein.

          6.     Covenants Running  With  the  Land.  This Agreement and each of
                 ----------------------------------
the  provisions  hereof  touch  and  concern the Property and shall be covenants
running  with  the  land,  shall  be  binding  on  the  parties hereto and their
respective  successors as owners or interest in the Property, and shall inure to
the  benefit  of  and  be enforceable by the parties hereto and their respective
successors  as  owners  of  the  Property and interests therein. Any transfer or
encumbrance  of the Property shall be subject to the terms and provisions hereof
and to the rights and obligations of the parties hereto. Any transfer, lease, or
encumbrance  of  any  interest in the Property shall be subject to the terms and
conditions  of  this  Agreement  and  the rights and obligations created hereby.

          7.     Remedies.  In  addition  to  any  remedies  provided  bv  this
                 --------
Agreement, the parties hereto may enforce this Agreement by specific performance
or  any  other  method  allowed  by  law.

          8.     Notices. Any notice required or permitted to be given hereunder
                 -------
shall  be  personally delivered or sent by first class mail, postage pre-paid to
the  address  of the party set forth below and shall be deemed given on the date
of  delivery  or  three  business  days  after the date of mailing, whichever is
earlier.  A party's address for notices may be changed and a new party's address
may  be  added  by  written  notice to all other parties in accordance with this
paragraph.

          INCO Securities Corporation
          c/c George Middlemas
          One New York Plaza
          New York, NY  10004

          Thomas Lamm
          7942 Fairview Rd
          Boulder
          Colorado  80302

          Mark W. Harding
          1825 S. Downing
          Denver, CO  80210
          (303) 744-3436

          Thomas P. Clark
          803 29th Street, #502
          Boulder, CO  80303
          (303) 443-8170

          Richard F. Myers
          Western Aggregate, Inc.
          11728 Highway 93
          Boulder, CO  80303

          Rowena Rogers

          -----------------------

          -----------------------

          9.     Governing Law.  This Agreement shall be governed by the laws of
                 -------------
the State  of  Colorado.

          10.     Modification.  This Agreement may not be amended  or modified,
                  ------------
except in writing executed by all of the parties to this Agreement.

          11.     Severability Provisions. In the event that any portion of this
                  ------------------------
Agreement  shall  be  declared invalid by order, decree, or judgment of a court,
this  Agreement  shall  be  construed  as  if such portion had not been inserted
herein,  except when such construction would operate as an undue hardship on any
party  hereto  or  constitute  substantial deviation from the general intent and
purpose  of  the  parties  that  are  reflected  in  this  Agreement.

          12.     Assignment. Except as otherwise provided in this Agreement, no
                  ----------
assignment  may  be  made of this Agreement to any other party by Tenant without
the  express  written  consent  of  all  parties  hereto.  Any  such  attempt to
assignment  shall  be determined to be null and void and of no force and affect.



                                      -4-
<PAGE>
          IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed this
Agreement  on  the  date  noted  above.

ATTEST:                                      INCO SECURITIES CORPORATION

                                             By:  /s/ Richard Guido
--------------------------------                 -----------------------------
                                                      Vice President

STATE OF COLORADO          )
                           )  ss.
COUNTY OF                  )

          The  foregoing  instrument was acknowledged before me this 12th day of
August,  1992 by Richard Guido as Vice President of INCO Securities Corporation.

          WITNESS my hand and official seal.

          My commission expires:              Jan. 17, 1993
                                          ---------------------

                                          /s/ Linda M. Vumbaco
                                          ---------------------
                                          Notary Public


                             /s/ Thomas Lamm
                             --------------------------
                             Thomas Lamm

STATE OF COLORADO          )
                           )  ss.
COUNTY OF                  )

          The  foregoing  instrument was acknowledged before me this 12th day of
August,  1992  by  Thomas  Lamm.

          WITNESS my hand and official seal.

          My commission expires:              Jan. 17, 1993
                                          ---------------------

                                          /s/ Linda M. Vumbaco
                                          ---------------------
                                          Notary Public



                             /s/ Mark W. Harding
                             --------------------------
                             Mark W. Harding

STATE OF COLORADO          )
                           )  ss.
COUNTY OF                  )


                                      -5-
<PAGE>
          The  foregoing  instrument was acknowledged before me this 12th day of
August,  1992  by  Mark  W.  Harding.

          WITNESS  my  hand  and  official  seal.

          My commission expires:              Jan. 17, 1993
                                          ---------------------

                                          /s/ Linda M. Vumbaco
                                          ---------------------
                                          Notary Public



                             /s/ Thomas P. Clark
                             --------------------------
                             Thomas P. Clark

STATE OF COLORADO          )
                           )  ss.
COUNTY OF                  )

          The  foregoing  instrument was acknowledged before me this 12th day of
August,  1992  by  Thomas  P.  Clark.

          WITNESS  my  hand  and  official  seal.

          My commission expires:              Jan. 17, 1993
                                          ---------------------

                                          /s/ Linda M. Vumbaco
                                          ---------------------
                                          Notary Public



                             /s/ Richard F. Meyers
                             --------------------------
                             Richard F. Meyers

STATE OF COLORADO          )
                           )  ss.
COUNTY OF                  )

          The  foregoing  instrument was acknowledged before me this 12th day of
August,  1992  by  Richard  F.  Myers.

          WITNESS  my  hand  and  official  seal.

          My commission expires:              Jan. 17, 1993
                                          ---------------------



                                      -6-
<PAGE>
                                          /s/ Linda M. Vumbaco
                                          ---------------------
                                          Notary Public


                             /s/ Rowena Rogers by Richard Myers Attorney In Fact
                             ---------------------------------------------------
                             Rowena Rogers

STATE OF COLORADO          )
                           )  ss.
COUNTY OF                  )

          The  foregoing  instrument was acknowledged before me this 12th day of
August,  1992  by  Rowena  Rogers.

          WITNESS my hand and official seal.

          My commission expires:              Jan. 17, 1993
                                          ---------------------

                                          /s/ Linda M. Vumbaco
                                          ---------------------
                                          Notary Public


                                      -7-
<PAGE>
                                   EXHIBIT "A"



                        NW 1/4 of SW 1/4 of Section 11,
                        Township 5 South, Range 64 West
                        of the 6th P.M.



                                      -8-
<PAGE>

</TEXT>
</DOCUMENT>
