<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>5
<FILENAME>doc4.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>

                             WATER SERVICE AGREEMENT

                                     for the

                                  SKY RANCH PUD


     THIS  AGREEMENT  is  entered  into  this ______ day of October, 2003 by and
between  AIRPARK  METROPOLITAN  DISTRICT,  a  quasi-municipal  corporation  and
political subdivision of the State of Colorado ("AMD"); ICON INVESTORS I, LLC, a
Colorado  limited  liability  company  ("DEVELOPER");  PURE CYCLE CORPORATION, a
Delaware  corporation  ("PURECYCLE");  and  RANGEVIEW  METROPOLITAN  DISTRICT, a
quasi-municipal  corporation and political subdivision of the State of Colorado,
acting  by  and  through  its  Water  Activity  Enterprise  ("RANGEVIEW").

                                    RECITALS

     WHEREAS,  urban  density  development  in  general  accordance  with  the
"Preliminary  Development  Plan"  (Arapahoe County Case No. Z01-010) is proposed
for  the  Sky  Ranch  PUD ("Property").  The Property occupies about 772.3 acres
generally located south of Interstate-70 frontage road, north of Alameda Avenue,
west  of  Hayesmont  Road,  and east of Powhaton Road in unincorporated Arapahoe
County  Colorado;  as  more specifically described in Exhibit A attached hereto.

     WHEREAS,  the  Property can be so developed only if adequate and sufficient
domestic  water  service  is  provided  thereto.

     WHEREAS,  the  Property  lies  within  the boundaries of AMD and one of the
services  of  AMD  is  to  provide  domestic  water  service.

     WHEREAS,  in  order  to efficiently provide water service to the  Property,
AMD and DEVELOPER desire to enter into an agreement with RANGEVIEW and PURECYCLE
to  finance,  acquire,  design,  construct,  operate  and maintain certain water
facilities  to  serve  the  Property,  under  the  terms  set  forth  below.

     WHEREAS,  subject  to the terms and conditions of the "Amended and Restated
Lease  Agreement"  ("Lease")  dated  April 4, 1996 between the State of Colorado
Board  of  Land Commissioners ("Land Board") and RANGEVIEW and the Agreement for
Sale  of  Export  Water  ("Export Water Agreement") dated April 11, 1996 between
PURECYCLE  and  RANGEVIEW,  the  Land  Board  conveyed  to  RANGEVIEW,  which
subsequently  conveyed  to  PURECYCLE,  certain  rights  to  surface  water  and
groundwater  on  and beneath the Land Board's property known as the Lowry Range,
which  water  rights are more specifically outlined in Section 6.1 of the Lease.

     WHEREAS,  PURECYCLE  serves  as  the  service  provider  for  RANGEVIEW.


                                                                    Page 1 of 55
<PAGE>
     WHEREAS, pursuant to Section 8.3 of the Lease, RANGEVIEW and PURECYCLE have
the  right  to  provide a water delivery system for use by customers both on and
off  the  Lowry  Range,  which  system  shall be developed pursuant to a unified
master  plan.

     WHEREAS,  facilities  developed  for  use  by customers off the Lowry Range
shall  be  integrated  with facilities developed for use by customers within the
Lowry  Range.

     WHEREAS,  subject  to  the  terms and conditions of an Option Agreement for
Export  Water  Service  anticipated to be entered into between PURECYCLE and the
DEVELOPER  attached  hereto  as Exhibit F,  PURECYCLE desires to reserve certain
Export  Water  Rights sufficient to provide water service to the Property at the
development  densities  anticipated  for  the  Property.

     WHEREAS,  PURECYCLE  and  RANGEVIEW are capable of providing domestic water
service  to  the  Property  subject  to  the  terms and conditions of the Lease.

     WHEREAS,  in  order  to  induce  RANGEVIEW and PURECYCLE to cause the Water
Facilities  to  be  constructed on a schedule which will accommodate anticipated
development  of  the  Property,  AMD  and  DEVELOPER  desire to participate with
RANGEVIEW  and  PURECYCLE  as  provided  herein  with  financing  and  otherwise
promoting  the  construction  of  such  Water  Facilities.

     WHEREAS,  to  make  water  service  available,  RANGEVIEW and PURECYCLE are
relying  in  part  upon AMD's and DEVELOPER's timely payment of certain fees and
charges  and  also  on  their  timely  execution  of  other  obligations, all as
identified  in  this  Agreement.

     WHEREAS,  the  Water  Facilities  will benefit and enhance the value of the
Property.

     WHEREAS,  the  execution  of this Agreement will serve a public purpose and
promote  the health, safety, prosperity and general welfare by providing for the
planned  and  orderly  provision  of  domestic  water  service.

     WHEREAS,  AMD  intends to provide a wastewater treatment plant to serve the
development  of  the  Property.

     WHEREAS,  AMD  will  provide wastewater treatment services to RANGEVIEW and
PURECYCLE  as  well  as  allowing  RANGEVIEW and PURECYCLE to use the wastewater
effluent  from  the  wastewater  treatment  plant  for  irrigation  purposes.

     NOW  THEREFORE, in consideration of the above recitals, the mutual promises
and  covenants  herein contained, and other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereby
agree  as  follows:


                                                                    Page 2 of 55
<PAGE>
                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATIONS
                         -------------------------------

1.01  Definitions.  As  used  herein unless the context indicates otherwise, the
      -----------
words  defined below and capitalized throughout the text of this Agreement shall
have  the  respective  meanings  set  forth  below:

     (a)  Agreement:  This  Water  Service  Agreement  and any amendments hereto
          ---------
     made  in  accordance  herewith.

     (b)  AMD:  Airpark  Metropolitan  District,  a party to this Agreement, and
          ---
     its  employees,  agents,  officers,  directors,  successors  and  assigns.

     (c)  Corporation Stop:  The valve which     connects to a water main by its
          ----------------
     upstream  connection  and  to  the Customer's water service pipeline by its
     downstream  connection.

     (d)  Customer:  Customer  shall  refer  to  an  end  user  of  water  from
          --------
     PURECYCLE's  Water  Facilities  whose property and place of use are located
     within  the  Property.

     (e)  Dedicated  Groundwater:  443  acre-feet  per  year  of  water from the
          ----------------------
     Arapahoe  and Laramie-Fox Hills aquifers underlying the Property as decreed
     in  Case  No. 85CW157 in the Water Court for Colorado, Water Division No. 1
     and  which  DEVELOPER  is  obligated  to  dedicate to PURECYCLE pursuant to
     Section  2.01(e)  herein.

     (f)  DEVELOPER:  ICON  INVESTORS I, LLC, a party to this Agreement, and its
          ---------
     employees,  agents,  officers,  directors,  successors  and  assigns.

     (g)     Effective Date:  The Effective Date of this Agreement as defined in
             --------------
     Section  10.01  herein.

     (h)  Equivalent  Residential Unit (EQR):  The measure of demand placed upon
          ----------------------------------
     the  Water  Facilities  by  a  typical  and  average single-family detached
     residence,  as  determined  under  RANGEVIEW's Rules and Regulations and as
     further  described  in  Section  2.01(d).

     (i)  Export  Water:  Water  from  the  Lowry  Range  that PURECYCLE can use
          -------------
     outside  of  the  Lowry Range service area, as more specifically defined in
     Section  6.1  of  the  Lease.

     (j)  Export Water Agreement:  The Agreement for Sale of Export Water by and
          ----------------------
     among  RANGEVIEW  and  PURECYCLE  executed  April  11,  1996.

     (k)  Export  Water  Deed:  The  Bargain and Sale Deed among the Land Board,
          -------------------
     RANGEVIEW  and  PURECYCLE  executed April 11, 1996, as recorded on July 31,
     1996  at Reception No. A6097803 in the Arapahoe County Clerk and Recorder's
     Office,  together  with  any  and  all  amendments  thereto.

     (l)  Lease:  The Amended and Restated Lease Agreement between RANGEVIEW and
          -----
     the  State  of  Colorado,  acting  by and through the Land Board (Lease No.
     S-37280), executed April 4, 1996, as recorded on July 31, 1996 at Reception
     No.  A6097802  in  the


                                                                    Page 3 of 55
<PAGE>
     Arapahoe  County  Clerk  and  Recorder's  Office, together with any and all
     amendments  thereto.

     (m)  Option  Agreement:  The  Option  Agreement  for  Export  Water Service
          ------------------
     attached  hereto  as  Exhibit  F  and  referenced  in  Section 2.01(e)(ii).

     (n)  Person:  Any  individual,  corporation,  joint venture, estate, trust,
          ------
     partnership,  association  or  other  legal  entity other than PURECYCLE or
     RANGEVIEW.

     (o)  PURECYCLE:  Pure Cycle Corporation, a party to this Agreement, and its
          ---------
     employees,  agents,  officers,  directors,  successors,  and  assigns.

     (p)  Property:  The  real  property  known  as  the  "Sky Ranch PUD" and as
          --------
     specifically  described  in  Exhibit  A  hereto.

     (q)  RANGEVIEW:  Rangeview  Metropolitan  District,  a  party  to  this
          ---------
     Agreement,  and its employees, agents, officers, directors, successors, and
     assigns.

     (r)  Rules  and  Regulations:  The  Rules  and  Regulations  adopted  by
          -----------------------
     RANGEVIEW,  as  they  may  be  amended  from  time  to  time.

     (s)  Water  Facilities:  Those  facilities  required  for  the  production,
          -----------------
     treatment,  storage,  and delivery of both potable and irrigation water to,
     on,  or  for  the  Property,  all as more particularly described hereunder.

     (t)  Water  Tap:  The  written  authorization,  in the form of sequentially
          ----------
     numbered  tap  licenses  issued  by  PURECYCLE,  to  connect  to  the Water
     Facilities,  as  governed  by  RANGEVIEW's  Rules  and  Regulations. Unless
     otherwise  provided  for herein, a Water Tap shall be assumed to be for one
     EQR.

     (u)  Water  Tap  Fee:  Collective reference to the Water System Development
          ---------------
     Charge  and  the  Water Resource Charge, both as defined and established in
     Article  12  of  RANGEVIEW's  Rules  and  Regulations.

1.02  Interpretation.  In this Agreement, unless the context otherwise requires:
      --------------

     (a)  The  terms "herein," "hereunder," "hereby," "hereto," "hereof" and any
     similar  term, refer to this Agreement as a whole and not to any particular
     Article,  Section or subdivision hereof; the term "heretofore" means before
     the  date  of execution of this Agreement; the term "now" means at the date
     of  execution  of  this Agreement; and the term "hereafter" means after the
     date  of  execution  of  this  Agreement.

     (b)  All  definitions,  terms and words shall include both the singular and
     the  plural.

     (c)  Words  of  the  masculine  gender  include  correlative  words  of the
     feminine  and  neuter  genders,  and  words  importing  the singular number
     include  the  plural  number  and  vice  versa.


                                                                    Page 4 of 55
<PAGE>
     (d)  The  captions  or  headings of this Agreement are for convenience only
     and  in  no  way  define,  limit  or  describe  the  scope or intent of any
     provision,  Article  or  Section  of  this  Agreement.


                                    ARTICLE 2
                                  WATER SERVICE
                                  -------------

2.01  Conditions  of  Service.  PURECYCLE  and  RANGEVIEW agree to provide water
      -----------------------
service  to  the Property subject to the terms and conditions of this Agreement.
The  Water  Facilities  will include a "dual pipe distribution system" that will
provide  both  potable  water  and  irrigation  water  service  to the Property.

     (a)  Development  of  the  Property  is anticipated to occur in phases over
     several  years. Construction of Water Facilities will also occur in phases,
     as  mutually  determined by PURECYCLE, RANGEVIEW, the DEVELOPER and AMD, to
     reasonably  meet  the  anticipated  water  demands  of the Property and the
     service  for  Water Taps as outlined in Exhibit C. Certain water facilities
     will  be  constructed  by PURECYCLE, RANGEVIEW and AMD as more specifically
     described  herein.

     (b)  Water service to the Property hereunder shall be generally governed by
     and  subject to RANGEVIEW's Rules and Regulations (providing inter alia for
     rates,  fees  and charges), which are incorporated herein by reference, and
     to  the  laws,  ordinances  and regulations of all federal, state and local
     governmental  entities  and  agencies  having  jurisdiction.  PURECYCLE
     acknowledges  that  the  Water Tap Fees, user charges, service charges, and
     any  other rates, fees, tolls, and charges imposed in connection with water
     service  to  the  Property  provided  by PURECYCLE in connection therewith,
     except  for  the  Special Facilities Surcharge described in Section 4.03(b)
     below, shall be subject to Section 8.2 of the Lease. RANGEVIEW acknowledges
     that,  to  the  extent  DEVELOPER or the Customers pay fees to PURECYCLE in
     accordance  with  the  fee  schedule  set  forth in the RANGEVIEW Rules and
     Regulations,  that  no  additional  fees  shall  be imposed or collected by
     RANGEVIEW.

     (c)  Water  service  to  the Property hereunder is subject to the Lease and
     the Export Water Deed. If any provision of this Agreement creates or causes
     a breach or violation of the Lease or of the Export Water Deed, the parties
     shall  work  together  to revise such provision so that it no longer causes
     such  breach  or  violation.

     (d)  RANGEVIEW's  Rules  and  Regulations  establish  the  use  of EQRs for
     determining the impact of different water customers on the Water Facilities
     and for assessing rates and charges. To the extent that they apply to water
     service  to  the  Property, the standards for determination of an EQR shall
     not  be changed during the term of this Agreement without the prior written
     consent  of  AMD,  except  that  AMD's consent shall not be required in the
     event that development of the Property is not substantially consistent with
     the  Sky  Ranch  Preliminary  Development Plan, Arapahoe County Case Number
     Z01-010  ("PDP").


                                                                    Page 5 of 55
<PAGE>
     (e)  The  DEVELOPER and/or AMD will secure sufficient water rights to serve
     the  proposed  development  of  the  Property  as  follows:

          (i)  DEVELOPER shall acquire, transfer and convey, or otherwise effect
               the  transfer  and  conveyance,  to  PURECYCLE  of  good  and
               merchantable  title  without  encumbrances  for  the  Dedicated
               Groundwater  underlying  the Property by a conveyance in the form
               of  the  "Water Rights Special Warranty Deed" attached as Exhibit
               D.  DEVELOPER shall convey the Dedicated Groundwater to PURECYCLE
               upon  DEVELOPER's  request for construction water as provided for
               in  Exhibit  C.

          (ii) In  order  to  assure  sufficient  and adequate amounts of Export
               Water  to serve reasonable demands as identified in Exhibit C for
               the  Property,  PURECYCLE shall grant the DEVELOPER an option for
               obtaining  water  service  utilizing Export Water pursuant to the
               Option  Agreement attached hereto as Exhibit F. In the event that
               the  DEVELOPER  exercises  the  Option  for  export water service
               ("Option")  pursuant to the Option Agreement, the DEVELOPER shall
               purchase  Water  Taps and receive such service in accordance with
               the  terms  and  conditions  of  this  Agreement.  The  terms and
               conditions  of  this  Agreement  shall  be deemed incorporated by
               reference into the Option Agreement except to the extent they are
               contrary  to  or  inapplicable to the terms and conditions of the
               Option  Agreement.  In  the  event  that  the  DEVELOPER does not
               exercise the Option, this Agreement shall be deemed effective for
               water  service  only  up  to  1,500  EQRs.

          (iii) DEVELOPER  shall  be  entitled  to  receive  a  credit  for  the
               Dedicated  Ground  Water  in  accordance  with  Section  4.03(a).

     (f)  PURECYCLE  shall  cause  the Water Facilities to be designed to comply
     with applicable requirements of the federal Safe Drinking Water Act or such
     other  similar  or successor laws (the "Safe Drinking Water Act") in effect
     at  the  time  the Water Facilities are constructed. In addition, PURECYCLE
     shall  operate  and  maintain  the  Water  Facilities,  and  to  the extent
     necessary,  modify  or  upgrade  the  Water Facilities, such that the water
     provided through the Water Facilities complies with the Safe Drinking Water
     Act.

     (g)  The  responsibilities for the construction, operation, and maintenance
     and  the  ownership  and/or transfer of ownership, for the Water Facilities
     generally  are  set  out  in  Article  3  below.


                                    ARTICLE 3
                                WATER FACILITIES
                                ----------------

3.01  Classification  of  Water Facilities.  For the purposes of this Agreement,
      ------------------------------------
Water  Facilities  are  segregated  into  four  categories:  Wholesale,  Retail,
Customer,  and  Special.


                                                                    Page 6 of 55
<PAGE>
     (a)  Wholesale  Facilities.  Wholesale  Facilities  consist of water wells,
          ---------------------
     well  water  collection  pipelines,  water  treatment plants, water storage
     tanks,  water  storage  reservoirs,  major  water  pumping  stations, water
     transmission  pipelines,  and  related  appurtenances,  all  except  as may
     otherwise  be  identified  as  Retail  Facilities,  Special  Facilities, or
     Customer  Facilities  below.  PURECYCLE shall own the Wholesale Facilities.
     PURECYCLE  shall  have  direct responsibility for the design, construction,
     operation  and  maintenance  of the Wholesale Facilities in accordance with
     all  state  and  local governmental requirements. DEVELOPER shall convey or
     otherwise  have  transferred  to  PURECYCLE  fee  title  to  or  easements
     acceptable  to  PURECYCLE  for  property  required  for the Wholesale Water
     Facilities  to be located on the Property, including but not limited to the
     following:

          (i)  The  pump  station/water  tank  site  identified as the 3.4-acre,
               planning  area A19, public facility tract on Sheet 5 of 23 of the
               PDP.

          (ii) A  northern  and  a  southern  wellfield allowing for completing,
               operating, maintaining, and replacing the wells described in Case
               No. 85CW157 in the Water Court for Colorado, Water Division No. 1
               The  northern well field is situated in planning area A8 as shown
               on  the PDP. The southern well field is situated in planning area
               D10  as  shown  on the PDP. The dedicated area for each wellfield
               will  be  about one acre. PURECYCLE shall work cooperatively with
               DEVELOPER  to  establish  acceptable  legal  boundaries  for each
               wellfield,  with approval by the DEVELOPER not being unreasonably
               withheld.

     Should  DEVELOPER  not  have or choose not to provide suitable property for
     the Water Facilities, DEVELOPER shall reimburse PURECYCLE for its costs for
     acquiring  suitable  property as an additional designated Special Facility,
     as  is  anticipated for the effluent reservoir site in Section 3.01(d)(ii).

     (b)  Retail  Facilities.  Retail Facilities shall be the water distribution
          ------------------
     system  to  transport  potable  and irrigation water from connection points
     with  the  Wholesale Facilities to all areas of use on the Property. Retail
     Facilities  include,  and  are  limited  to,  water  distribution pipelines
     ("Water  Mains"), valves, fire hydrants, and other appurtenances related to
     such  distribution  system.  All  Water Mains located on or adjacent to the
     Property  shall  be  considered Retail Facilities. AMD shall be responsible
     for the design and construction of the Retail Facilities in accordance with
     the  minimum design standards and other provisions contained in RANGEVIEW's
     Rules  and  Regulations.  Any  changes to RANGEVIEW's Rules and Regulations
     shall  be  applied  consistently to all of RANGEVIEW's customers and to the
     Property  and  such changes will not be applied retroactively. AMD shall be
     solely  responsible  for  all  costs for the design and construction of the
     Retail  Facilities independent from any fees, rates and charges assessed by
     RANGEVIEW.  Upon completion of construction, and prior to being placed into
     operation,  AMD  shall dedicate and transfer title to all Retail Facilities
     to  RANGEVIEW  in  accordance  with  Article  5  of  RANGEVIEW's  Rules and
     Regulations.  RANGEVIEW's  obligations for operation and maintenance of the
     Retail  Facilities  shall commence upon its "conditional acceptance" of the
     Retail  Facilities.  RANGEVIEW's


                                                                    Page 7 of 55
<PAGE>
     obligations  for  repair  or  replacement  of  defective work of the Retail
     Facilities  shall  commence  upon  its  "final  acceptance"  of  the Retail
     Facilities. The terms "conditional acceptance" and "final acceptance" shall
     have  the  meanings  provided  for  in  Article  5 of RANGEVIEW's Rules and
     Regulations.

     (c)  Customer  Facilities.   Customer  Facilities  consist of water service
          --------------------
     pipelines,  piping,  meters,  plumbing,  and  related appurtenances used to
     convey  water  from  a  Water Main to an individual Customer, including the
     physical  connection  of a service line to a Water Main. The dividing point
     between the Water Main and the Customer Facilities is the downstream end of
     the  Corporation  Stop.  Customer  Facilities  shall  be  constructed  in
     accordance  with  the  requirements  contained  in  RANGEVIEW's  Rules  and
     Regulations  and  with  applicable  building  codes.

     (d)  Special  Facilities.  Special  Facilities  are  specified  facilities
          -------------------
     required  to  provide  water  service  to  the  Property  but which are not
     considered Wholesale Facilities, Retail Facilities, or Customer Facilities.
     Responsibility  for  funding, planning, design, construction, operation and
     maintenance of the Special Facilities are set out below. Special Facilities
     anticipated  to  serve  the  Property  consist  of, and are limited to, the
     following:

          (i)    Special Facility "A" includes extraordinary facilities required
               to  allow  for the interim use of the irrigation Water Facilities
               for  potable  water  service  to  accommodate  the  Property's
               development  schedule  and to allow for the deferred construction
               of  an  Offsite  Water  Transmission  Pipeline  and certain other
               facilities. Funding for Special Facility "A" shall be pursuant to
               Section  4.03  below.  PURECYCLE  shall  own  and  shall  assume
               responsibilities  for  the  planning,  design,  construction,
               operation  and  maintenance  of  Special  Facility  "A".

          (ii)   Special Facility  "B"  is an approximately 18-acre site for the
               proposed  effluent  storage  reservoir.  Although  the  reservoir
               itself  is considered a Wholesale Facility, the property on which
               the  reservoir  is to be located is considered a Special Facility
               since  AMD  and  DEVELOPER represent they do not currently have a
               suitable  site  on the Property to dedicate to RANGEVIEW. Funding
               for Special Facility "B" shall be pursuant to Section 4.04 below.
               RANGEVIEW  shall  assume  responsibilities for the planning, site
               selection,  and  acquisition  of  Special Facility "B". RANGEVIEW
               shall  own  and  hold the Property interests for Special Facility
               "B". RANGEVIEW shall request AMD's and DEVELOPER's approval prior
               to entering into a purchase contract for the reservoir site, with
               said  approval  not  being  unreasonably  withheld.

          (iii)  Special Facility "C" is the Offsite Water Transmission Pipeline
               that  will  transport Export Water to the Property. Said pipeline
               is  to  consist of an 18" (or larger) water transmission pipeline
               and  appurtenances  located  outside of and not directly abutting
               the  Property.  Special  Facility  "C"  shall  be scheduled to be
               complete  and  operational  by the time that Water Taps for 1,500
               EQRs are purchased for the Property. Funding for Special Facility
               "C"  shall be pursuant to Section 4.03 below. PURECYCLE shall own
               and  shall  assume  responsibilities


                                                                    Page 8 of 55
<PAGE>
               for the planning, design, construction, operation and maintenance
               of  Special  Facility  "C". AMD shall cooperate with RANGEVIEW in
               obtaining  rights-of-way  outside  of  its  boundaries  as may be
               necessary  for  construction  of  the  Offsite Water Transmission
               Pipeline,  which  may  include  exercising  the  power of eminent
               domain.

          (iv)   Special Facility "D" includes extraordinary facilities required
               by  PURECYCLE  to  provide  effluent  water  to  the Property for
               irrigation  purposes.  Special Facility "D" shall be scheduled to
               be  complete  and operational by the applicable date shown in the
               "Special  Facilities  Schedule" in Exhibit C. Funding for Special
               Facility  "D"  shall be pursuant to Section 4.03 below. PURECYCLE
               shall  own  and  shall  assume responsibilities for the planning,
               design,  construction,  operation  and  maintenance  of  Special
               Facility  "D".

3.02  Construction of Wholesale and Special Facilities.  RANGEVIEW and PURECYCLE
      ------------------------------------------------
shall  use  all reasonable efforts to cause the Wholesale Facilities and Special
Facilities,  having sufficient capacity to meet the demands described in Exhibit
C, to be permitted, designed, acquired, constructed, installed and made ready to
be  placed  into  service  according  with the schedule also shown in Exhibit C.
RANGEVIEW's  and  PURECYCLE's  obligations  shall  be  contingent  on the timely
payment  of  fees,  rates  and  charges  and  on  the  timely execution of other
obligations  by  AMD  and  DEVELOPER  as  identified  in  this  Agreement.

3.03  Regulatory  Approval  Contingencies.  All  parties  to  this  Agreement
      -----------------------------------
acknowledge that the design, construction and operation of the Water Facilities,
     ----
the  Special  Facilities,  and  the  wastewater  facilities  require permits and
approvals  from  regulatory  entities  including the State of Colorado, Arapahoe
County,  Tri-County  Health  Department,  Bennett  Fire Protection District, and
others.  The  granting  of  such  regulatory permits and approvals is beyond the
direct  control  of  the  parties  to  this  Agreement.  In the event one of the
parties  receives  notice from any regulatory agency of a potential delay in the
issuance  of  a permit or necessary approval, such party shall provide immediate
written notice to the other parties of such potential delay.   The parties shall
mutually  cooperate  to  determine  a potential solution to lessen the impact of
such  delay(s).

3.04  Force Majeure.  Without limiting the foregoing, should any party be unable
      -------------
to  perform  any obligation required of them under this Agreement because of any
cause  beyond its control, including but not limited to war, insurrection, riot,
civil  commotion,  strikes, lockout, fire, earthquake, windstorm, flood, acts of
governmental  authorities,  moratoriums,  material shortages, or any other force
majeure,  each  party's performance of the obligation affected shall, subject to
the  provisions  of  Section  9.01 below, be suspended for so long as such cause
prevents  it  from  performing  such  obligation.

3.05 Unified Operation and Use of Water Facilities.   The Water Facilities to be
     ---------------------------------------------
constructed  to  serve  the  Property  are  components  of a larger water system
planned  and  to  be operated by RANGEVIEW and PURECYCLE.  The  Water Facilities
shall  be  available for use by all of  PURECYCLE's customers in accordance with
RANGEVIEW's  Rules  and  Regulations  and  with  sound  domestic  water  system
engineering, management and operational practices.  If PURECYCLE defaults in its
obligations  under  this  Agreement  and  AMD  assumes  operation  of  the Water
Facilities  in  accordance  with Section 9.02, AMD shall have the right to serve
its  existing Customers first and then to provide water service to the remaining
Export  Water


                                                                    Page 9 of 55
<PAGE>
customers.  The  parties  agree  that  every  effort  shall  be taken to provide
continuous,  uninterrupted  water  service  to  existing  Customers.

3.06  Deeds of Trust and Security Interests.  In order to secure the obligations
      -------------------------------------
of  PURECYCLE  under this Agreement, PURECYCLE shall provide, to the extent held
by  PURECYCLE,  AMD  and  DEVELOPER  with  a first-priority deed of trust and/or
Uniform  Commercial  Code  security  interest  ("UCC  Security  Interest"),  as
appropriate,  in  PURECYCLE's  rights  to  the  following  collateral:  (i)  the
Dedicated  Groundwater,  immediately  upon  any  conveyances  by  DEVELOPER  to
PURECYCLE  pursuant  to  Section  2.01(e)(i);  (ii)  the  Wholesale  Facilities,
together  with  any  real  property  associated  therewith  upon commencement of
construction  of  such facilities; (iii) Special Facilities A, C and D, together
with any real property associated therewith upon commencement of construction of
such  facilities;  and  (iv) any other real property or easements (together with
any  existing  or future improvements thereon) conveyed or granted by AMD or the
DEVELOPER to PURECYCLE, simultaneously with such conveyance.  In order to secure
the obligations of RANGEVIEW under this Agreement, RANGEVIEW shall provide AMD a
first-priority  deed of trust and/or UCC Security Interest in Special Facility B
and  the  Retail Facilities, together with any real property conveyed or granted
to  RANGEVIEW  associated with the Special Facilities and the Retail Facilities.
PURECYCLE  previously granted a first-priority deed of trust and/or UCC Security
Interest  to  the Land Board in the Export Water.  PURECYCLE shall grant AMD and
DEVELOPER  with  a second-priority deed of trust and/or UCC Security Interest in
the  Dedicated Export Water, as defined in the Option Agreement, at the time the
Option is exercised by the DEVELOPER.  Upon the payment of Water Tap Fees by the
DEVELOPER,  PURECYCLE  shall  obtain, with respect to the Dedicated Export Water
applicable  to  such  Water  Tap Fees, the release of any first-priority deed of
trust  and/or  UCC Security Interests in the Export Water, such that AMD and the
DEVELOPER  Deed  of  Trust and/or UCC Security Interest shall remain as the only
first-priority  Deed  of Trust and/or UCC Security Interest in the Export Water.
PURECYCLE  covenants  that it shall not place any additional encumbrances on the
Dedicated  Export  Water without AMD's and/or DEVELOPER's prior written consent.
All  of  the  deeds  of  trusts and/or UCC Security Interests referenced in this
Section  3.06  shall  remain  in  place until DEVELOPER has purchased all of the
Water  Taps  pursuant  to  Exhibit  C.

3.07  Parties  Obligated.  RANGEVIEW  is  liable  and  responsible  only for the
      ------------------
specific undertakings provided for in Sections 3.01(b) and 3.01(d)(ii) above and
     -
shall  have  no  liability  or  responsibility  whatever  for performance of any
obligations  imposed  upon  PURECYCLE  under  this  Agreement.  Services  to  be
provided  by  RANGEVIEW  pursuant  to Section 3.01(b) above shall be provided by
PURECYCLE,  but  RANGEVIEW  shall  nevertheless  be  primarily  obligated  and
responsible  to the other parties to this Agreement for the performance of those
services.  Notwithstanding  the foregoing, RANGEVIEW shall still be obligated to
enforce  the  provisions of any agreements it has with PURECYCLE that affect the
rights  and  obligations  of  AMD  and/or  the  DEVELOPER  under this Agreement.

3.08 Delegation of Authority.  AMD represents that it has power and authority to
     -----------------------
provide  water  service to users on the Property and to design and construct the
Retail  Water  Facilities  in aid thereof.  AMD and RANGEVIEW each recognizes in
the other the right to make and enforce rules and regulations and to perform the
terms  of  this  Agreement,  but  AMD  shall  not  interfere  with RANGEVIEW and
PURECYCLE  in  the  enforcement  of  RANGEVIEW's  Rules  and


                                                                   Page 10 of 55
<PAGE>
Regulations  or  the  performance  of  its  obligations  under this Agreement to
provide  water  service  to  the  Property.  AMD  hereby delegates and grants to
RANGEVIEW  and  PURECYCLE  all  such authority deemed necessary by RANGEVIEW and
PURECYCLE  to  perform  their  respective  obligations  under  this  Agreement,
including without limitation all of the power and authority needed to impose and
collect  RANGEVIEW's rates, fees, and charges for all service provided hereunder
and  for  normal  incidental  purposes  reasonably  related  thereto.  AMD shall
require  the  Customers  on  the  Property  to  pay RANGEVIEW's rates, fees, and
charges,  and  RANGEVIEW and PURECYCLE shall have power to enforce collection of
all  such  rates,  fees,  and  charges in the manner provided for in RANGEVIEW's
Rules  and  Regulations.


                                    ARTICLE 4
                FEES, RATES, CHARGES, CREDITS AND REIMBURSEMENTS
                ------------------------------------------------

4.01  General.  RANGEVIEW shall establish and from time to time may amend rates,
      -------
fees  and charges for water service, which are incorporated herein by reference.
Except as otherwise provided for in this Agreement, such rates, fees and charges
shall  apply  to  all Customers on the Property obtaining domestic water service
from  PURECYCLE.  For information purposes, the Water Tap Fees and water service
charges  in  effect  as  of  the  Effective  Date of this Agreement are shown in
Exhibit  E.

4.02 Water Tap Fees.  DEVELOPER shall purchase Water Taps from PURECYCLE for use
     --------------
on  the Property in accordance with the "Water Tap Takedown Schedule" in Exhibit
C.

4.03  Special  Facilities"A","C" and"D".  DEVELOPER shall participate in funding
      ---------------------------------
the  construction  of  Special  Facilities  "A",  "C"  and "D", as identified in
Section  3.01(d),  using  a  combination  of  groundwater dedication credits and
special  facilities  surcharges:

     (a)  Groundwater  Dedication  Credits:  In  lieu  of  DEVELOPER  receiving
     credits  towards  the  Water  Resource Charge portion of Water Tap Fees for
     DEVELOPER's  dedication  of  approved  Dedicated  Groundwater  per  Section
     2.01(e)(i),  these  credits shall be used to fund a portion of the Fund, as
     hereafter  defined. The credit shall be calculated using the Water Resource
     Charge portion of the Water Tap Fee and shall be granted in accordance with
     RANGEVIEW's  Rules  and  Regulations, with only one credit being applied to
     each  Water Tap purchased by DEVELOPER. The amount of the credit, using the
     current Water Resource Charge, is approximately $2,152,000 (which is $3,400
     per  EQR  times  443 acre feet/year divided by 0.7 acre feet/year per EQR).
     This  amount  shall  be  allocated  to  the  Fund.

     (b)  Special  Facilities  Surcharge:  DEVELOPER  shall  pay  a  special
     facilities  surcharge for the first 1,500 Water Taps purchased. The initial
     surcharge  shall  be  $442  per  EQR; however, if additional facilities are
     required  with respect to Special Facility "D", PURECYCLE and the DEVELOPER
     will  renegotiate  the  amount  of  the  surcharge.

DEVELOPER's  sole  obligations for participating in Special Facilities "A", "C",
and  "D"  shall be the Groundwater Dedication Credits per Section 4.03(a) above,
payment  of  the  special facilities surcharges as described in Sections 4.03(b)
above,  and  the  provision  of  acceptable


                                                                   Page 11 of 55
<PAGE>
easements  for  the  Special Facilities in accordance with Section 6.02(c).  The
parties  shall  establish a Special Facilities Fund (the "Fund"), which shall be
held  by  the  Bank  of  Cherry  Creek,  a  Branch of Western National Bank (the
"BANK").  The  Escrow  Agreement  between  the DEVELOPER, PURECYCLE and the BANK
substantially  in  the  form  of  Exhibit G is attached hereto.  DEVELOPER shall
deposit  amounts  equal  to  the  Groundwater Dedication Credits and the Special
Facilities Surcharges into the Fund in accordance with the provisions of the Tap
Fee  Schedule  set  forth in Exhibit C.  Interest shall accrue to the benefit of
the  Fund.  Funds  shall be used by PURECYCLE only for direct and indirect costs
for  the  planning,  right-of-way acquisition, design, construction, inspection,
and  other  necessary  activities for Special Facilities "A", "C", and "D", with
these  activities  being  performed  in  a  timely manner such that each special
facility  is ready to be placed into service as needed and in general accordance
with  Table C-2, the Special Facilities Schedule, in Exhibit C.   The BANK shall
maintain  a  ledger of the Fund and shall provide DEVELOPER and PURECYCLE with a
copy  of  the  ledger  within  seven  days  of notice by DEVELOPER and PURECYCLE
requesting  same.  If  any  funds remain in the Fund following completion of the
construction  of  Special  Facilities  "A",  "C",  and  "D", said funds shall be
disbursed  to PURECYCLE.  In the event that the Fund is insufficient to complete
the  construction  of  Special  Facilities "A", "C", and "D", PURECYCLE shall be
responsible  for  providing  additional  funds.  In the event that the DEVELOPER
does  not  exercise  the  Option,  any  unused funds remaining in the Fund after
construction  of  Special  Facilities  "A","C" and "D" shall be disbursed to the
DEVELOPER.

4.04  Special  Facility"B".   AMD shall reimburse RANGEVIEW for the actual costs
      --------------------
and  expenses  for  Special  Facility "B" in an amount not to exceed $270,000.00
(the  "Maximum  SFB  Budget").  If the costs for Special Facility "B" exceed the
Maximum  SFB  Budget,  RANGEVIEW shall provide AMD with documentation supporting
such increased cost.  AMD will have fifteen days to review such information.  If
AMD  is  satisfied  with the documentation regarding the increased cost AMD will
agree  to  pay  such  increased  costs.  If  AMD  is  not  satisfied  with  the
documentation  regarding  such  increased  costs,  RANGEVIEW  and  AMD will work
together  to  mutually resolve the issue, including further negotiation with the
property  owner  to  reduce  the  cost  or  parties  may  determine  to  pursue
condemnation of such property.  If the parties are unable to reach resolve about
the increased costs of Special Facility "B", RANGEVIEW will pay 60% and AMD will
pay  40%  of  those  costs  exceeding the Maximum SFB Budget.  The selection and
purchase  of  the  reservoir site is anticipated to be completed on or about the
date  set  forth  in the "Special Facilities Schedule" in Exhibit C.  Payment by
AMD to RANGEVIEW shall be due upon closing for the site purchase, with RANGEVIEW
providing  AMD at least thirty days advanced notice of the closing date.  Should
AMD  subsequently  obtain  a  reservoir  site,  suitable  in  time  and place to
RANGEVIEW,  and  convey  this  site  to RANGEVIEW, then AMD shall only reimburse
RANGEVIEW  for  the  costs  and expenditures incurred by RANGEVIEW for obtaining
title  for  the  reservoir  site.  Title for the reservoir site shall be held by
RANGEVIEW.

4.05  DEVELOPER  Reimbursement.  Reimbursement opportunities, as provided for in
      ------------------------
Article  5  of  RANGEVIEW's  Rules  and  Regulations,  shall be available to the
DEVELOPER  only  for  the  Offsite Water Transmission Pipeline, Special Facility
"C".


                                                                   Page 12 of 55
<PAGE>
                                    ARTICLE 5
                    DOMESTIC WASTEWATER TREATMENT FACILITIES
                    ----------------------------------------

5.01  Service  to PURECYCLE.  AMD shall arrange for the collection and treatment
      ---------------------
of  domestic  wastewater  from  the  Property  and shall arrange for the treated
wastewater  to  be available to PURECYCLE for use in PURECYCLE's reclaimed water
system,  all  as  provided  for  in  Exhibit  B.

5.02  Wastewater Service Charges. AMD will establish the rates, fees, tolls, and
      --------------------------
charges  for  connection  to and use of the wastewater system in accordance with
rules  and regulations to be adopted by AMD and that are to be uniformly applied
to all wastewater customers on the Property, including PURECYCLE, subject to the
provisions  of  Exhibit  B.  PURECYCLE shall be subject to applicable conditions
and provisions of AMD's rules and regulations with regards solely to PURECYCLE's
obtaining  wastewater  service  from  AMD.

5.03  IrrigationSystem.  AMD and DEVELOPER shall cooperate with PURECYCLE in the
      ----------------
planning,  design,  construction,  operation, maintenance, and management of the
irrigation  Water  Facilities such that almost all irrigation demands throughout
the Property are met using reclaimed water or raw water.  If PURECYCLE is unable
to  use  reclaimed  water,  the  acre-foot  per EQR calculation will be adjusted
accordingly.


                                    ARTICLE 6
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                    -----------------------------------------

6.01  AMD  Representations  and  Covenants.  In  addition  to  the  other
      ------------------------------------
representations,  warranties  and  covenants  made  by AMD herein, AMD makes the
following  representations,  warranties  and  covenants:

     (a)  AMD  is  duly  authorized  to  execute  this Agreement and perform its
     obligations  hereunder,  and  all  action on its part for the execution and
     delivery  of this Agreement has been or will be duly and effectively taken.

     (b)  AMD  shall  at  its sole cost develop, design, acquire, construct, and
     install  all  Retail  Facilities in accordance with Section 3.01(b) herein.
     Upon completion of construction, all Retail Facilities shall be conveyed to
     RANGEVIEW  pursuant  to  Article  5  of  RANGEVIEW's Rules and Regulations.

     (c)  AMD  shall  participate  in  all Special Facilities as provided for in
     Sections  3.01(d)  and  4.04  and  elsewhere  in  this  Agreement.

     (d)  AMD  anticipates  performing  over  lot  grading,  installing streets,
     sanitary  sewers, and storm sewers, and other development activities on the
     Property.  AMD  acknowledges  that construction of the Water Facilities can
     only  proceed  concurrently  with  these  other development activities. AMD
     shall  endeavor to schedule and cause these other development activities to
     occur  in  a  manner  and  on a schedule that allow for the efficient, cost
     effective,  and  timely  construction  of  all  water  facilities.


                                                                   Page 13 of 55
<PAGE>
     (e)  AMD  shall  abide  by  all  applicable  conditions  and  provisions of
     RANGEVIEW's  Rules  and Regulations with regard solely to water service for
     the  Property.

     (f)  AMD  shall  keep  and  perform  all  of their covenants and agreements
     contained  herein  in  a  timely  manner  that  will  not impede RANGEVIEW,
     PURECYCLE  or  DEVELOPER  from  meeting  their  respective  obligations.

     (g)  Neither  the  execution  of  this  Agreement,  the consummation of the
     transactions  contemplated  hereunder,  nor  the  fulfillment  of  or  the
     compliance  with  the  terms  and  conditions of this Agreement by AMD will
     conflict  with or result in a breach of any terms, conditions or provisions
     of,  or  constitute  a  default  under,  or result in the imposition of any
     prohibited  lien,  charge or encumbrance of any nature under any agreement,
     instrument,  indenture  or  any judgment, order or decree to which AMD is a
     party  or  by  which  AMD  is  bound.

6.02  DEVELOPER  Representations  and  Covenants.  In  addition  to  the  other
      ------------------------------------------
representations,  warranties  and  covenants made by DEVELOPER herein, DEVELOPER
makes  the  following  representations,  warranties  and  covenants:

     (a)  DEVELOPER is duly authorized to execute this Agreement and perform its
     obligations  hereunder,  and  all  action on its part for the execution and
     delivery  of this Agreement has been or will be duly and effectively taken.

     (b)  DEVELOPER  shall at no cost to PURECYCLE provide or otherwise transfer
     to  PURECYCLE  acceptable  easements for pipelines, utilities and access to
     the  wholesale  water  facilities described in Section 3.01(a) above and to
     Special  Facilities  to  be  located  on  the  Property.

     (c)  DEVELOPER  shall  provide or otherwise transfer to AMD, or directly to
     RANGEVIEW  upon  AMD's  direction, easements in accordance with RANGEVIEW's
     Rules  and  Regulations  for  all  Retail  Facilities  to be located on the
     Property.

     (d)  DEVELOPER  anticipates installation of the electric power distribution
     system,  and  other  development  activities  on  the  Property.  DEVELOPER
     acknowledges  that  construction  of  the Water Facilities can only proceed
     concurrently  with  these  other  development  activities.  DEVELOPER shall
     endeavor  to schedule and cause these other development activities to occur
     in a manner and on a schedule that allow for the efficient, cost effective,
     and  timely  construction  of  the  water  facilities.

     (e)  DEVELOPER anticipates installing a portion of the Customer Facilities.
     In any event, RANGEVIEW and PURECYCLE shall not incur or be responsible for
     any  cost  or  expense  related to any Customer Facilities except as may be
     specifically  provided  for  in  RANGEVIEW's  Rules  and  Regulations.

     (f)     DEVELOPER  shall  abide by all applicable conditions and provisions
     of  RANGEVIEW's  Rules  and Regulations with regard solely to water service
     for  the  Property.


                                                                   Page 14 of 55
<PAGE>
     (g)  DEVELOPER shall keep and perform all of their covenants and agreements
     contained  herein  in  a  timely  manner  that  will  not impede RANGEVIEW,
     PURECYCLE  and  AMD  from  meeting  their  obligations.

     (h)  Neither  the  execution  of  this  Agreement,  the consummation of the
     transactions  contemplated  hereunder,  nor  the  fulfillment  of  or  the
     compliance  with  the  terms  and conditions of this Agreement by DEVELOPER
     will  conflict  with  or  result  in  a  breach of any terms, conditions or
     provisions  of,  or constitute a default under, or result in the imposition
     of  any  prohibited  lien,  charge  or  encumbrance of any nature under any
     agreement,  instrument, indenture or any judgment, order or decree to which
     DEVELOPER  is  a  party  or  by  which DEVELOPER or the Property are bound.

6.03  PURECYCLE  Representations  and  Covenants.  In  addition  to  the  other
      ------------------------------------------
representations,  warranties  and  covenants made by PURECYCLE herein, PURECYCLE
makes  the  following  representations,  warranties  and  covenants:

     (a)  PURECYCLE is duly authorized to execute this Agreement and perform its
     obligations  hereunder,  and  all  action on its part for the execution and
     delivery  of this Agreement has been or will be duly and effectively taken.

     (b)  PURECYCLE  shall  keep and perform all of its covenants and agreements
     contained  herein in a timely manner that will not impede AMD, DEVELOPER or
     RANGEVIEW  from  meeting  their  respective  obligations.

     (c)  PURECYCLE  shall  reserve  Export  Water  sufficient  to provide water
     service  to  the  Property  in substantial conformance with the development
     approved in the PDP and pursuant to the provisions of the Option Agreement.

     (d)  Neither  the  execution  of  this  Agreement,  the consummation of the
     transactions  contemplated  hereunder,  nor  the  fulfillment  of  or  the
     compliance  with  the  terms  and conditions of this Agreement by PURECYCLE
     will  conflict  with  or  result  in  a  breach of any terms, conditions or
     provisions  of,  or constitute a default under, the Export Water Agreement,
     the  Export  Water  Deed,  or  any other agreement, mortgage, indenture, or
     instrument  to  which  PURECYCLE is a party, or result in the imposition of
     any  prohibited  lien,  charge  or  encumbrance  of  any  nature  under any
     agreement,  instrument,  indenture  or any judgment, order or decree of any
     court  to  which  PURECYCLE  is  a  party  or  by which PURECYCLE is bound.

     (e)  Water Rights.  PURECYCLE shall provide to AMD and DEVELOPER an opinion
          ------------
     letter  of water counsel in the form of Exhibit H within sixty (60) days of
     the  mutual  execution  of  this  Agreement prepared by Petrock and Fendel,
     P.C.,  for  the  benefit of AMD and the DEVELOPER. Petrock and Fendel, P.C.
     will  provide  to  AMD  and  DEVELOPER  evidence of its liability insurance
     coverage,  including  the  amount  of  coverage  provided.

     (f)  PURECYCLE  shall  abide by all applicable conditions and provisions of
     AMD's  Rules  and  Regulations  with  regard  solely to Wastewater Service.


                                                                   Page 15 of 55
<PAGE>
     (g)  Estoppels.  RANGEVIEW  and PURECYCLE shall request from the Land Board
          ---------
     assurances  concerning  the  current  status and validity of the Lease. The
     Land  Board's  assurances  shall  be  in  the  general form of the Estoppel
     Certificate provided in Exhibit I. RANGEVIEW shall also provide an estoppel
     concerning the current status and validity of the Lease in the general form
     of  the Estoppel Certificate provided in Exhibit J within 60 days of mutual
     execution  of  this  Agreement

6.04  RANGEVIEW Representations.  RANGEVIEW makes the following representations,
      -------------------------
warranties  and  covenants:

     (a)  RANGEVIEW is duly authorized to execute this Agreement and perform its
     obligations  hereunder,  and  all  action on its part for the execution and
     delivery  of this Agreement has been or will be duly and effectively taken.

     (b)  RANGEVIEW shall keep and perform all of their covenants and agreements
     contained  herein  in  a  timely  manner  that  will  not impede PURECYCLE,
     DEVELOPER  and  AMD  from  meeting  their  respective  obligations.

     (c)  Neither  the  execution  of  this  Agreement,  the consummation of the
     transactions  contemplated  hereunder,  nor  the  fulfillment  of  or  the
     compliance  with  the  terms  and conditions of this Agreement by RANGEVIEW
     will  conflict  with  or  result  in  a  breach of any terms, conditions or
     provisions  of,  or constitute a default under, the Lease, the Export Water
     Agreement,  the  Export  Water  Deed,  or  any  other  agreement, mortgage,
     indenture,  or  instrument  to  which  RANGEVIEW  is  a  party  or by which
     RANGEVIEW  is  bound,  or  result in the imposition of any prohibited lien,
     charge  or  encumbrance  of  any  nature  under  any agreement, instrument,
     indenture  or any judgment, order or decree of any court to which RANGEVIEW
     is  a  party  or  by  which  RANGEVIEW  is  bound.

6.05 Instruments of Further Assurance.  AMD, DEVELOPER, PURECYCLE and  RANGEVIEW
     --------------------------------
covenant  that  they  will  do, execute, acknowledge and deliver, or cause to be
done, executed, acknowledged and delivered, such acts, instruments and transfers
as  may  reasonably  be  required  for  the  performance  of  their  obligations
hereunder.


                                    ARTICLE 7
                    DEFAULT BY AMD; REMEDIES AND ENFORCEMENT
                    ----------------------------------------

7.01  Events  of  Default.  The  occurrence  of any one or more of the following
      -------------------
events  or  the  existence  of any one or more of the following conditions shall
constitute  an  Event  of  Default  by  AMD  under  this  Agreement:

     (a)  Failure  by  AMD  to  make  payment  of any fees or charges identified
     herein  when  the  same  shall  become  due and payable as provided herein.

     (b)  Failure  by  AMD  to  design  and construct the Retail Facilities in a
     timely  manner.


                                                                   Page 16 of 55
<PAGE>
     (c)  Failure  by  AMD  to  provide  wastewater  service  to PURECYCLE or to
     provide  adequately  treated wastewater effluent to PURECYCLE in accordance
     with  Section  5.02  above.

     (d)  Default  in  the  performance  or  observance  of  any  other  of  the
     covenants,  agreements  or conditions on the part of AMD in this Agreement.

7.02  Remedies  on  Occurrence  of  Event of Default.  Upon the occurrence of an
      ----------------------------------------------
Event  of  Default  by  AMD, and after all cure periods have expired, RANGEVIEW,
acting  on its own or on PURECYCLE's behalf, shall have the following rights and
remedies,  any  or  all  of  which  may  be  pursued  in  the sole discretion of
RANGEVIEW:

     (a)  To  protect  and  enforce  its  rights  under  this  Agreement and any
     provision  of  law by such suit, action or special proceedings as RANGEVIEW
     may  deem  appropriate, including without limitation for the enforcement of
     any  appropriate  legal or equitable remedy, or for the recovery of damages
     caused by breach of this Agreement, including attorneys' fees and all other
     costs  and  expenses  incurred  in  enforcing  this  Agreement.

     (b)  To  exercise  any and all other remedies provided by RANGEVIEW's Rules
     and  Regulations  and this Agreement, until the default is fully cured. Any
     delay  in  a  payment  due  pursuant  to Article 4 shall extend the time of
     performance  of  PURECYCLE's and RANGEVIEW's obligations under Section 3.02
     above.

     (c)  To  take or cause to be taken such other actions as it deems necessary
     to  enforce  its  rights  hereunder.

7.03  Cure of Default.  In the Event of Default by AMD, the default may be cured
      ---------------
as  described  following:

     (a)  For  default  caused  due  to a failure by AMD to make payments, or by
     DEVELOPER  on  behalf of AMD, making payment to PURECYCLE within sixty days
     of RANGEVIEW's notice of the default of all amounts due through the date of
     payment  plus  all  costs incurred by PURECYCLE as a result of the default.

     (b)  For  other  defaults,  by  AMD's  performance,  or  by  DEVELOPER's
     performance  on  behalf  of AMD, within sixty days of RANGEVIEW's notice of
     the Default, or if more than sixty days is reasonably required to cure such
     default,  by commencing to correct the default within said sixty-day period
     and  thereafter  prosecuting  the  same  to  completion  with  reasonable
     diligence.

7.04  Delay or Omission of Waiver.  No delay or omission of RANGEVIEW, PURECYCLE
      ---------------------------
or  DEVELOPER  to exercise any right or power accruing upon any Event of Default
shall  exhaust  or  impair any such right or power or shall be construed to be a
waiver  of  any  such  Event  of  Default  or  acquiescence  therein.

7.05  No  Waiver  of One Default to Affect Another; All Remedies Cumulative.  No
      ---------------------------------------------------------------------
waiver  of  any  Event of Default hereunder by RANGEVIEW, PURECYCLE or DEVELOPER
shall  extend  to  or  affect any subsequent or any other then existing Event of
Default  or  shall  impair  any  rights


                                                                   Page 17 of 55
<PAGE>
or remedies consequent thereon.  All rights and remedies of RANGEVIEW, PURECYCLE
and  DEVELOPER provided herein may be exercised with or without notice, shall be
cumulative,  may  be  exercised  separately, concurrently or repeatedly, and the
exercise  of any such right or remedy shall not affect or impair the exercise of
any  other  right  or  remedy.

                                    ARTICLE 8

                    DEFAULT BY DEVELOPER; REMEDIES AND ENFORCEMENT
                    ----------------------------------------------

8.01  Events  of Default.  The  occurrence  of  any one or more of the following
      ------------------
events  or  the  existence  of any one or more of the following conditions shall
constitute  an  Event  of  Default  by  DEVELOPER  under  this  Agreement:

     (a)  Failure  by  DEVELOPER  to make payment of any Water Tap Fees or other
     fees  or  charges  identified  herein  when  the  same shall become due and
     payable  as  provided  herein.

     (b)  Failure by DEVELOPER to convey, or otherwise effect the conveyance of,
     the  Dedicated  Groundwater  to  PURECYCLE  as  provided  herein.

     (c)  Failure  by  DEVELOPER  to  provide  fee title to or easements for any
     property  required  by  PURECYCLE  for the Wholesale Water Facilities to be
     located  on  the  Property.

     (d)  Default  in  the  performance  or  observance  of  any  other  of  the
     covenants,  agreements  or  conditions  on  the  part  of DEVELOPER in this
     Agreement.

8.02  Remedies  on  Occurrence  of  Event of Default.  Upon the occurrence of an
      ----------------------------------------------
Event  of  Default  by  DEVELOPER,  and  after  all  cure  periods have expired,
PURECYCLE,  acting on its own or on RANGEVIEW's behalf, shall have the following
rights  and  remedies, any or all of which may be pursued in the sole discretion
of  PURECYCLE:

     (a)  To  protect  and  enforce  its  rights  under  this  Agreement and any
     provision  of  law by such suit, action or special proceedings as PURECYCLE
     may  deem  appropriate, including without limitation for the enforcement of
     any  appropriate  legal or equitable remedy, or for the recovery of damages
     caused by breach of this Agreement, including attorneys' fees and all other
     costs  and  expenses  incurred  in  enforcing  this  Agreement in the event
     PURECYCLE  prevails  in its exercise of such remedies, and DEVELOPER agrees
     that  PURECYCLE  shall  have  the  right  to  proceed against DEVELOPER for
     specific  performance  of  any  covenant  or  agreement  contained  herein.

     (b)  To  exercise  any  and all other remedies provided by RANGEVIEW  Rules
     and  Regulations  and this Agreement, until the default is fully cured. Any
     delay  in  a  payment  due  pursuant  to Article 4 shall extend the time of
     performance  of  PURECYCLE's and RANGEVIEW's obligations under Section 3.02
     above.

     (c)  To  take or cause to be taken such other actions as it deems necessary
     to  enforce  its  rights  hereunder.


                                                                   Page 18 of 55
<PAGE>
     (d)  In  the event PURECYCLE prevails in its exercise of such remedies, any
     expenses  incurred  by  PURECYCLE in connection with the remedies set forth
     herein shall become due and payable by DEVELOPER immediately without notice
     and  shall  bear  interest  at  a  percentage rate of ten percent (10%) per
     annum.

8.03  Cure of Default.  In the Event of Default by DEVELOPER, the default may be
      ---------------
cured  as  described  following:

     (a)  For  default  caused due to a failure by DEVELOPER to make payments as
     set  forth  in  Section 8.01(a) above, by DEVELOPER, or by AMD on behalf of
     DEVELOPER,  making  payment to RANGEVIEW and/or PURECYCLE within sixty days
     of PURECYCLE's notice of the default of all amounts due through the date of
     payment  plus  all  costs incurred by PURECYCLE as a result of the default.

     (b)  For  other  defaults,  by  DEVELOPER's  performance,  or  by  AMD's
     performance  on  behalf  of DEVELOPER, within sixty days after the Event of
     Default,  or  if  more  than sixty days is reasonably required to cure such
     default,  by commencing to correct the default within said sixty-day period
     and  thereafter  prosecuting  the  same  to  completion  with  reasonable
     diligence.

8.04  Delay or Omission of Waiver.  No delay or omission of RANGEVIEW, PURECYCLE
      ---------------------------
or  AMD  to exercise any right or power accruing upon any Event of Default shall
exhaust  or  impair any such right or power or shall be construed to be a waiver
of  any  such  Event  of  Default  or  acquiescence  therein.

8.05  No  Waiver  of One Default to Affect Another; All Remedies Cumulative.  No
      ---------------------------------------------------------------------
waiver  of  any  Event of Default hereunder by RANGEVIEW, PURECYCLE or AMD shall
extend  to  or affect any subsequent or any other then existing Event of Default
or  shall  impair  any  rights  or  remedies consequent thereon.  All rights and
remedies  of  RANGEVIEW, PURECYCLE and AMD provided herein may be exercised with
or  without  notice,  shall  be  cumulative,  may  be  exercised  separately,
concurrently  or  repeatedly, and the exercise of any such right or remedy shall
not  affect  or  impair  the  exercise  of  any  other  right  or  remedy.


                                    ARTICLE 9
           DEFAULT BY RANGEVIEW OR PURECYCLE; REMEDIES AND ENFORCEMENT
           -----------------------------------------------------------

9.01  Termination  for  Frustration  of  Essential  Purpose.
      -----------------------------------------------------

     (a)  If  a  failure  to  obtain  necessary  regulatory  approval, any force
     majeure,  or  any  default  by RANGEVIEW or PURECYCLE in the performance of
     their  obligations  hereunder  causes  a  delay  in the construction of any
     essential  element  of  the  Water Facilities, and it is impossible for any
     reconfiguration  of  the Water Facilities, or for any assumption of control
     pursuant  to Section 9.02 below (if applicable under the circumstances), to
     achieve  water  service  to  the  Property, AMD or DEVELOPER shall have the
     right  to  terminate  this  Agreement  upon written notice to RANGEVIEW and
     PURECYCLE.  Notwithstanding  the  foregoing,  the  parties  will  mutually
     cooperate  to  the


                                                                   Page 19 of 55
<PAGE>
     extent  possible with respect to delays pursuant to this Section.  However,
     if AMD or the DEVELOPER determine that such delays pursuant to this Section
     will  not  be  resolved in a timely manner, AMD or the DEVELOPER shall have
     the  right  to terminate the Agreement upon sixty (60) days' written notice
     to  PURECYCLE  and  RANGEVIEW.

     (b)  Upon  receipt  of  a  notice  issued pursuant to subsection (a) above,
     RANGEVIEW  and  PURECYCLE  shall  immediately  cease  all work on the Water
     Facilities,  except  such  work  as  may  be required for the protection of
     public safety, to secure and protect the site of any construction work, and
     to  preserve  the  utility of any non-construction work for possible future
     use.

     (c)  In  the  event  of  a  termination  under  this  Section 9.01, AMD and
     DEVELOPER  shall  pay  RANGEVIEW  and  PURECYCLE for all work performed and
     materials  purchased  through and including the date on which RANGEVIEW and
     PURECYCLE  receive  such  notice and for reasonable termination expenses it
     incurred  unless  RANGEVIEW or PURECYCLE has committed a material breach of
     this Agreement which is the proximate cause of the impossible circumstance.
     In  that event, AMD and DEVELOPER shall not be required to pay RANGEVIEW or
     PURECYCLE for any work performed and materials purchased. In addition, if a
     material  breach  of  this  Agreement  by  RANGEVIEW  or  PURECYCLE  is the
     proximate  cause  of the impossible circumstance, this subsection (c) shall
     not  be construed to bar AMD or DEVELOPER from claiming whatever damages it
     may  be  entitled  to  as  a  result  of  such  breach.

     (d)  For  the  purposes  of  this Section 9.01, the term "impossible" shall
     mean a circumstance in which RANGEVIEW or PURECYCLE is truly prevented from
     performing,  and  not that continued performance is merely impracticable or
     unreasonably  expensive.  Such a circumstance must be beyond the control of
     and  not  created  by  AMD  or  DEVELOPER.

9.02  AMD's  Right  to  Assume  Control  of  Water  Facilities.
      --------------------------------------------------------

     (a)  In  the  event  of a material default by PURECYCLE or RANGEVIEW in the
     performance of their obligations hereunder, AMD shall be entitled to assume
     the  rights  and  obligations  of  RANGEVIEW  and PURECYCLE with respect to
     operation  of  those Water Facilities which directly provide service to the
     Property, including the right to use the Dedicated Export Water reserved by
     PURECYCLE  to  service  the Property provided AMD has exercised the Option,
     along  with  the  concomitant  groundwater  supply  and  water transmission
     facilities  for  said Dedicated Export Water. To the extent that any of the
     Dedicated  Export  Water  facilities  also serve other customers, AMD shall
     have  the right to provide water service to its Customers first and then to
     provide service to other customers receiving service from the Export Water.

     (b)  The assumption rights granted to AMD herein are subject to any and all
     applicable  terms  and  conditions of the Lease, the Export Water Deed, and
     any obligations recorded in the Arapahoe County Clerk and Recorder's Office
     with  respect  to  the  Lease  or  the  Export  Water.


                                                                   Page 20 of 55
<PAGE>
     (c)  If  the  DEVELOPER  has  exercised  the Option provided for in Section
     2.01(e)(ii),  and  to  the extent that more than 1,500 Water Taps have been
     purchased  for  the  Property,  PURECYCLE  shall,  upon  AMD's  request and
     following a material default by PURECYCLE or RANGEVIEW, convey title to AMD
     of  the  number  of  acre  feet  of  Export Water allocable on an EQR basis
     necessary to service Water Taps purchased by AMD and/or the DEVELOPER prior
     to  the date of transfer. PURECYCLE shall convey such Export Water pursuant
     to  the  terms  of  a  deed  in  the same form and with the same rights and
     obligations  as the Export Water Deed. Such transfer will be free and clear
     of  any  security  interests  and  other  liens provided AMD pays the Water
     Resource Charge allocable to such taps to the trust account of Davis Graham
     & Stubbs LLP to enable that firm to release outstanding security interests.

     (d)  If  AMD places additional Water Taps in service after assuming control
     of  the  Water  Facilities  pursuant  to  this Section 9.02, PURECYCLE will
     convey  title  to AMD of the additional Dedicated Export Water allocable to
     such  taps,  provided  AMD pays the Water Resource Charge allocable to such
     taps  to the trust account of Davis Graham & Stubbs LLP to enable that firm
     to  release  outstanding  security  interests.

     (e)  If  AMD  assumes  control  of  the  Water  Facilities pursuant to this
     Section  9.02,  AMD  will  not be responsible for paying any fees, rates or
     charges  to  PURECYCLE  except  as  provided  in  Section  9.02(d)  above.

     (f)  For  the  purposes  of  this Section 9.02, a material default shall be
     defined  as  a failure to perform a material term, covenant or condition in
     this  Agreement  which  continues  uncured  for a period of sixty (60) days
     after  written  notice specifically setting forth the nature of the default
     has  been  given by AMD or DEVELOPER to RANGEVIEW and PURECYCLE, or if more
     than  sixty (60) days is reasonably required to cure such matter complained
     of,  if  RANGEVIEW and PURECYCLE shall fail to commence to correct the same
     within said sixty (60) day period or shall thereafter fail to prosecute the
     same  to completion with reasonable diligence. Unless otherwise agreed upon
     by  AMD  and  DEVELOPER, any material defaults shall be cured within ninety
     (90)  days  of  such  notice.

     (g)  Insolvencyand  OtherProceedings.  In  the  event  of any bankruptcy or
          -------------------------------
     insolvency  proceedings,  any other debtor-creditor actions or proceedings,
     or  any  other  litigation,  actions,  or  proceedings whatsoever involving
     PURECYCLE  and/or  RANGEVIEW,  whether  voluntary  or  involuntary,  both
     PURECYCLE  and  RANGEVIEW  each  hereby  agree  that  each of them will use
     reasonable efforts to prevent water service, or rights to water service for
     any  existing  water  users  within AMD from being terminated, interrupted,
     reduced,  modified,  or  threatened.

9.03  Foreclosure.  In  addition to all of the foregoing rights and remedies, in
      -----------
the  event of a material default by PURECYCLE or RANGEVIEW in the performance of
their  obligations  under this Agreement or the Option Agreement, AMD and/or the
DEVELOPER  may  exercise  any rights provided pursuant to the deeds of trust and
security  interests granted under Section 3.06, including the right to foreclose
on any Deeds of Trust or Security Interests, and to exercise, enforce, or assert
any  and  all  other rights and remedies that are available in law or in equity.


                                                                   Page 21 of 55
<PAGE>
                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS
                            ------------------------

10.01 Effective  Date;  Contingency.  This  Agreement shall be in full force and
      -----------------------------
effect  and be legally binding on the date it is fully executed and delivered by
the Parties hereto and upon the meeting of the contingency described immediately
below.  This  entire  Agreement  is  expressly  contingent  upon  approval  from
Arapahoe  County  of  the PDP.  If said approval of the PDP is not obtained in a
timely manner, but in no event later than June 1, 2004,  any Party may terminate
the Agreement on or before September 1, 2004, upon thirty days written notice to
all  Parties  and  this Agreement shall be terminated and of no force or effect,
except  that,  in  the  event of termination pursuant to this Section, DEVELOPER
shall  reimburse RANGEVIEW and PURECYCLE for all administrative, engineering and
attorney  fees  and expenses incurred by RANGEVIEW and PURECYCLE in pursuing and
planning  for  water  service to the Property prior to such date of termination.

10.02 Termination  Contingency.
      ------------------------

     (a)  Development Approvals.  Development of the Property is contingent upon
          ---------------------
     DEVELOPER  obtaining  approval  from Arapahoe County of a Final Development
     Plan  ("FDP")  for  a  portion  of  the  Property  targeted  for  initial
     development,  as  identified as "Phase 1 (Neighborhood A-1)" in the PDP. If
     said  approval  of  the  FDP  is not obtained in a timely manner, but in no
     event  later  than twenty four (24) months after the Effective Date of this
     Agreement,  any Party may terminate the Agreement on or before July 1, 2006
     upon  thirty  days  written  notice  to  all  Parties.

     (b)  Water  Service Marketability.  DEVELOPER has raised concerns about the
          ----------------------------
     marketability  of  the  Property  based  on the Export Water supply. If the
     DEVELOPER is unable to consummate a sale or sales of at least 700 lots to a
     nationally  recognized  homebuilder or homebuilders within 24 months of the
     date  of  approval  of  the  FDP  for  the Property, due principally to the
     homebuilders'  or  the  homebuilder's  concern over the Export Water, which
     concern  must be supported and documented, then the DEVELOPER and AMD shall
     be  entitled to terminate the Agreement by giving written notice thereof to
     RANGEVIEW  and PURECYCLE. Termination shall be contingent upon the right of
     RANGEVIEW  and  PURECYCLE  to  address such documented homebuilder concerns
     with  engineering  evaluations  and  other documentation as they choose. If
     PURECYCLE  is  unable  to  persuade the homebuilder or homebuilders to meet
     with  PURECYCLE  and  RANGEVIEW  to address the documented homebuilder's or
     homebuilders' concerns, or to consummate the acquisition of the property as
     evidenced  by a deed for all or a portion of the property within 60 days of
     notice  of  termination,  then  this  Agreement shall be deemed effectively
     terminated  on  said  60th  day.

     (c)  Water  Rights.    If  AMD  or  the  DEVELOPER are unsatisfied with the
          -------------
     opinion  of  water counsel provided pursuant to Section 6.03(e), AMD or the
     DEVELOPER  shall  have  the  right  to  terminate  this Agreement by giving
     written  notice  to  RANGEVIEW  and PURECYCLE. In no event shall AMD or the
     DEVELOPER  have  the  right  to  terminate


                                                                   Page 22 of 55
<PAGE>
     this  Agreement  pursuant  to  this  Section  after  the  Board  of  County
     Commissioners  of  Arapahoe  County  has  approved  the  PDP.

     (d)  In  the event of termination pursuant to this Section 10.02, PURECYCLE
     shall  retain  ownership  of  any  and  all Wholesale Facilities completed,
     substantially  completed,  or  as  may be under construction at the date of
     termination,  including  any property, rights-of-way and easements required
     for  their  access,  operation  and  maintenance.  DEVELOPER  shall  fully
     reimburse  PURECYCLE  and  RANGEVIEW  for all direct and indirect costs and
     expenses  incurred  by  them  in  pursuance of their respective obligations
     hereunder  prior to the date of termination up to a maximum of $100,000.00.
     PURECYCLE  and RANGEVIEW shall provide DEVELOPER with invoices and canceled
     checks  evidencing such obligations. The DEVELOPER will reimburse PURECYCLE
     and  RANGEVIEW  within  60  days  of  receipt  of  the  same.

10.03 Time is of the Essence.  Time is of the essence hereof; provided, however,
      ----------------------
that  if  the  last  day  permitted  or  the  date  otherwise determined for the
performance  of  any  act  required or permitted under this Agreement falls on a
Saturday, Sunday or legal holiday, the time for performance shall be extended to
the  next  succeeding  business  day,  unless  otherwise  expressly  stated.

10.04 Term.  This  Agreement  shall  extend  in  perpetuity  unless  otherwise
      ----
terminated  as  provided  for  herein.

10.05 Parties Interested Herein.  Nothing expressed or implied in this Agreement
      -------------------------
is  intended  or  shall  be  construed to confer upon, or to give to, any Person
other  than  AMD, DEVELOPER, PURECYCLE and RANGEVIEW, any right, remedy or claim
under  or  by  reason  of  this Agreement or any covenants, terms, conditions or
provisions thereof.  All the covenants, terms, conditions and provisions in this
Agreement  by  and on behalf of AMD, DEVELOPER, PURECYCLE and RANGEVIEW shall be
for  the  sole  and  exclusive  benefit  of  the  Parties  hereto.

10.06 Covenants  Run  With  the  Land.  The  covenants,  terms,  conditions  and
      -------------------------------
provisions  set  forth  in this Agreement shall inure to and be binding upon the
representatives, successors and assigns of the Parties hereto and shall run with
the  Property.  This Agreement or a Memorandum of Agreement shall be executed by
the  Parties  and  recorded  against  the  Property.

10.07 Notices.  Except  as  otherwise  provided  herein, all notices or payments
      -------
required  to  be  given  under  this  Agreement shall be in writing and shall be
hand-delivered  or  sent  by  certified  mail,  return receipt requested, to the
following  addresses:

          To  AMD:        Airpark  Metropolitan  District
                          141  Union  Boulevard,  Suite  150
                          Lakewood,  Colorado  80228-1556
                          Tel  (303)987-0835
                          Fax  (303)987-2032

          To  DEVELOPER:  Icon  Investors  I,  LLC
                          5299  DTC  Boulevard,  Suite  815


                                                                   Page 23 of 55
<PAGE>
                          Greenwood  Village,  CO  80111
                          Tel  (303)984-9800
                          Fax  (303)984-9874

          To  PURECYCLE:  Pure  Cycle  Corporation
                          8451  Delaware  Street
                          Thornton,  Colorado  80260
                          Tel  (303)292-3456
                          Fax  (303)292-3475

          To  RANGEVIEW:  Rangeview  Metropolitan  District
                          141  Union  Boulevard,  Suite  150
                          Lakewood,  Colorado  80228-1556
                          Tel  (303)987-0835
                          Fax  (303)987-2032

All  notices  will  be deemed effective one (1) day after hand-delivery or three
(3)  days  after  mailing  by registered or certified mail, postage prepaid with
return  receipt.  Any Party by written notice so provided may change the address
to  which  future  notices  shall  be  sent.

10.08 Severability.  If  any  covenant,  term, condition or provision under this
      ------------
Agreement  shall,  for  any  reason, be held to be invalid or unenforceable, the
invalidity  or  unenforceability  of such covenant, term, condition or provision
shall  not affect any other provision contained herein, the intention being that
such  provisions  are  severable.

10.09 Counterparts.  This Agreement may be executed in one or more counterparts,
      ------------
each  of  which  shall constitute an original, but all of which shall constitute
one  and  the  same  document.

10.10 Amendment.  This  Agreement  may be amended from time to time by agreement
      ---------
between  the  Parties hereto; provided, however, that no amendment, modification
or  alteration  of  the  terms  or provision hereof shall be binding upon either
party  unless  the  same  is in writing and duly executed by all Parties hereto.

10.11 Integration.  This  Agreement constitutes the entire agreement between the
      -----------
Parties hereto concerning the subject matter hereof, and all prior negotiations,
representations,  contracts,  understandings  or  agreements  pertaining to such
matters  are  merged  into  and  superseded  by  this  Agreement.

10.12 Governing  Law.  This  Agreement arises out of the transaction of business
      --------------
in  the  State  of  Colorado  by  the  Parties  hereto.  This Agreement shall be
governed  and  construed  in  accordance with the laws of the State of Colorado.
The  performance  by the Parties hereto of their respective obligations provided
for in this Agreement shall be in strict compliance with all applicable laws and
the rules and regulations of all governmental agencies, municipal, county, state
and  federal,  having  jurisdiction  in  the  premises.

10.13 Assignment.  Except  for  the  assignment  by  AMD  to  another  Title  32
      ----------
metropolitan  district,  this  Agreement  shall  not be assignable by any of the
parties  hereto,  without the prior written consent of all of the other parties,
which  consent  shall  not  be  unreasonably withheld or


                                                                   Page 24 of 55
<PAGE>
delayed.  Any  attempted assignment not in accordance with this Section shall be
void  and of no force or effect. AMD will provide each of the other parties with
written  notice  of  such  permitted  assignment.

                                   ARTICLE 11

                           Insurance, Bonds, and Liens
                           ---------------------------

11.01 Insurance.  PURECYCLE  shall  at  all times carry insurance in amounts and
      ---------
with  carriers  acceptable  to  AMD  for  workers'  compensation  coverage fully
covering  all persons engaged in the performance of this Agreement in accordance
with  Colorado law, and for public liability insurance covering death and bodily
injury with limits of not less than $1,500,000 for one person and $5,000,000 for
any  one  accident  or disaster, and property damage coverage with limits of not
less  than  $500,000,  which  insurance  shall  name  AMD  and  the DEVELOPER as
additional  insureds.

11.02 Insurance and Bonds of Contractors.  PURECYCLE shall cause its contractors
      ----------------------------------
and  subcontractors  to  maintain  adequate  insurance and to obtain performance
bonds  and  labor  and materials payments bonds in accordance with all statutory
requirements.  Insurance  provided by contractors for construction activities to
PURECYCLE  must  list  AMD  and  the  DEVELOPER  as  additional  insureds.

11.03 Liens.  With  respect  to  any  work  to  be performed by PURECYCLE and/or
      -----
RANGEVIEW  on  the  Property, the party performing the actual work shall protect
the  Property  from  mechanic's liens, and shall indemnify the DEVELOPER and any
other  property  owner from and against and with respect to any such liens which
attach  to such Property or easements rights and shall cause any such lien to be
removed  as  a  lien  within  thirty  (30)  days  of  recording  thereof.

11.04 Indemnification.  Any  party  entering  upon  any  other  party's property
      ---------------
pursuant  to  the rights granted under this Agreement or otherwise in connection
herewith  including, without limitation, for purposes of constructing any of the
Water  Facilities,  including  any  of  the  Special  Facilities,  to the extent
permitted by law, hereby indemnifies and saves the other party harmless from and
against  any  and  all  loss,  liability,  damage,  claim, fee, penalty, cost or
expense (including court costs and reasonable attorneys' fees) arising out of or
related  to  any  entry  by  said  party,  its  agents,  employees,  officers,
contractors,  tenants,  licensees  or  invitees (collectively, the "Indemnifying
Parties")  onto  said  other party's property including, without limitation, any
and all construction, installation, utility connection or other work or activity
performed  thereon,  the  exercise  of its rights pursuant to this Agreement, or
arising  out  of  the  negligent  acts or omissions of said Indemnifying Parties
incurred  by  or  asserted  against  said  other party, its officers, employees,
agents,  representatives,  lessees,  contractors,  licensees  or  invitees.


                      [SIGNATURE PAGE AND EXHIBITS FOLLOW]


                                                                   Page 25 of 55
<PAGE>
                                   Airpark Metropolitan District


                                   By:
                                      ------------------------------------------
                                           Andrew R. Klein, President
ATTEST:

By:
   ------------------------------
     Otis C. Moore, III, Director

(SEAL)

                                   Icon Investors I, LLC, a Colorado Limited
                                   Liability Company

                                   By:  Airway Park Manager, LLC, a Colorado
                                        limited liability company

                                        By:
                                           -------------------------------------
                                            Andrew R. Klein, its Manager


                                   Pure Cycle Corporation, a Delaware
                                   Corporation


                                   By:
                                      ------------------------------------------
                                      Mark Harding, President

ATTEST:

By:
   ------------------------------
   Scott Lehman, Secretary

(SEAL)


                                                                   Page 26 of 55
<PAGE>

                                   Rangeview Metropolitan District


                                   By:
                                      ------------------------------------------
                                       Thomas P. Clark, Director

ATTEST:


By:
   ------------------------------
   Tom Lamm, Assistant Secretary

(SEAL)




STATE  OF  COLORADO                  )
                                     )  ss.
COUNTY  OF  ____________________     )

     The  foregoing  instrument  was  acknowledged  before me this ______ day of
November,  2003, by Andrew R. Klein, as President, and by Otis C. Moore, III, as
Director,  of  Airpark  Metropolitan  District.

     Witness  my  hand  and  official  seal.

     My  commission  expires:  ________________________


                                           -------------------------------------
                                           Notary Public
(  S  E  A  L  )


                                                                   Page 27 of 55
<PAGE>
STATE  OF  COLORADO                  )
                                     )  ss.
COUNTY  OF  ____________________     )

     The  foregoing  instrument  was  acknowledged  before me this ______ day of
November,  2003,  by  Andrew R. Klein, as Manager of Airway Park Manager, LLC, a
Colorado  limited  liability  company,  as  Manger  of  ICON  INVESTORS  I,  LLC

     Witness  my  hand  and  official  seal.

     My  commission  expires:  ________________________


                                           -------------------------------------
                                           Notary Public
(  S  E  A  L  )




STATE  OF  COLORADO                  )
                                     )  ss.
COUNTY  OF  ____________________     )

     The  foregoing  instrument  was  acknowledged  before me this ______ day of
November,  2003,  by Mark Harding, as President, and Scott Lehman, as Secretary,
of  Pure  Cycle  Corporation,  a  Delaware  corporation.

     Witness  my  hand  and  official  seal.

     My  commission  expires:  ________________________


                                           -------------------------------------
                                           Notary Public
(  S  E  A  L  )


                                                                   Page 28 of 55
<PAGE>
STATE  OF  COLORADO                  )
                                     )  ss.
COUNTY  OF  ____________________     )

     The  foregoing  instrument  was  acknowledged  before me this ______ day of
November,  2003,  by  Thomas  P.  Clark, as Director, and Tom Lamm, as Assistant
Secretary,  of  Rangeview Metropolitan District, acting by and through its water
activity  enterprise.

     Witness  my  hand  and  official  seal.

     My  commission  expires:  ________________________


                                           -------------------------------------
                                           Notary Public
(  S  E  A  L  )


                                                                   Page 29 of 55
<PAGE>
                                    EXHIBIT A

                             DESCRIPTION OF PROPERTY

A  Replat  of  Lots 1 thru 16, Lots 17 thru 28, and Lots 30 thru 32 of Montclair
Gardens  Second Filing and unplatted parcels of land located in the West Half of
Section  3, the Southeast Quarter of Section 4, and the East Half of Section 10,
all  in  Township 4 South, Range 65 West of the 6th Principal Meridian, Arapahoe
County,  Colorado,  and  all  as  more  particularly described on Sheet 1 of the
Preliminary  Plat  for Sky Ranch, prepared by Vision Land Consultants, Inc., and
dated  8/23/2003.

The  Property occupies 772.3 acres, more or less, which includes about 6.7 acres
of  property  to  be  vacated  as  rights-of-way  to  Arapahoe  County.


                                                                   Page 30 of 55
<PAGE>
                                    EXHIBIT B

                             WASTEWATER TERMS SHEET

A.   DESCRIPTION:  Airpark  Metropolitan  District  (AMD)  shall arrange for the
     collection  and treatment of wastewater from the Property and shall arrange
     for  the  treated  wastewater  to  be  available  to  PURECYCLE  for use in
     PURECYCLE's  reclaimed  water  system  ("Reclaimed  Water  System").

B.   GENERAL:  All  wastewater  treatment and collection obligations established
     herein, except the Reclaimed Water System, shall be assumed and executed by
     AMD  at  no  cost  to  PURECYCLE unless specifically provided for otherwise
     herein.

C.   WASTEWATER  PERMITTING:  AMD  shall be responsible for obtaining regulatory
     approval for the construction of the wastewater treatment plant ("WWTP") or
     connection  to  a  wastewater  treatment  facility  not  on  the  Property.

D.   DOMINION  OVER  WATER:  PURECYCLE will maintain ownership and dominion over
     all treated wastewater (after consumptive use treatment losses), except for
     the  treated  wastewater  from the Foxridge Farms mobile home park or other
     sites  or  projects  which are not part of the Property ("PURECYCLE Treated
     Wastewater").  PURECYCLE  intends  to  use  and reuse the PURECYCLE Treated
     Wastewater  for  irrigation,  augmentation,  storage,  exchange  and  other
     purposes  until  extinction.  Wastewater  treatment  plant inflows from the
     Property  will  be  metered,  recorded and totalized and consumptive losses
     shall  be  determined  to  quantify  the  PURECYCLE  Treated Wastewater and
     PURECYCLE  shall  be  provided  with a monthly accounting of the wastewater
     inflows from the Property. The flow metering equipment for inflows from the
     Property  shall  be  maintained  in good and operating condition. PURECYCLE
     will  be  allowed access to inspect the metering equipment and may request,
     no  more  frequently than annually, a calibration of the metering equipment
     by  AMD  which  costs  shall  be  paid  by  PURECYCLE.

E.   POINT  OF DELIVERY:  The PURECYCLE Treated Wastewater shall be delivered to
     a mutually acceptable point at Planning Tract B7 identified on the PDP (the
     "Point  of  Delivery")  for use in the Reclaimed Water System. Unless other
     mutually  satisfactory  arrangements are made, any of the PURECYCLE Treated
     Wastewater not delivered to PURECYCLE for the Reclaimed Water System, shall
     be  discharged  to  First  Creek  to  the  benefit  of  PURECYCLE.

F.   WASTEWATER  TREATMENT  AND TREATED WASTEWATER QUALITY:  Wastewater from the
     Property  shall  be  treated  with  secondary  treatment,  filtration  and
     disinfection  processes,  which  shall  meet  the following criteria at the
     outlet  of  the  WWTP:


                                                                   Page 31 of 55
<PAGE>
<TABLE>
<CAPTION>
                                             30-day average  7-day average
                                             --------------  --------------
<S>       <C>                                <C>             <C>
     a.   Biochemical Oxygen Demand (5-day)         30 mg/l         45 mg/l
     b.   Fecal Coliform                     200 per 100 ml  400 per 100 ml
     c.   Total Ammonia                              8 mg/l         16 mg/l
</TABLE>

     AMD  or  the  wastewater  treatment  operator shall notify PURECYCLE in the
     event  of  a  process  upset,  equipment malfunction, or other problem that
     results  or reasonably could result in the delivery of inadequately treated
     wastewater,  and  PURECYCLE shall advise AMD whether the treated wastewater
     should  be  delivered  to  the  RWPS  or  discharged.

G.   RECLAIMED  WATER  SYSTEM:  PURECYCLE shall be responsible for obtaining all
     regulatory approvals and permits necessary for the use of PURECYCLE Treated
     Wastewater  in  the Reclaimed Water System. AMD or the wastewater treatment
     operators  shall  provide  wastewater  treatment  information,  monitoring
     reports, and other information in the possession of AMD or the operators as
     may  reasonably  be  requested by PURECYCLE for PURECYCLE's administration,
     operation,  monitoring  and  reporting  obligations for the Reclaimed Water
     System.  However,  nothing  herein  shall  require  AMD or the operators to
     conduct additional monitoring, collect data or prepare reports that are not
     otherwise required for the WWTP's regular reporting nor on a schedule other
     than  would  be  required  for  WWTP  reporting  for it's discharge permit.

H.   RECLAIMED  WATER  PUMP  STATION:  AMD  shall  provide  rights-of-way  and
     easements  at  mutually  acceptable  locations  for PURECYCLE to construct,
     modify,  access,  operate  and  maintain  a  Reclaimed  Water  Pump Station
     ("RWPS")  at  the  Point  of  Delivery  and  for  the associated pipelines.
     Notwithstanding  other  provisions herein, including but not limited to the
     objectives  below,  nothing in this Agreement shall be construed to require
     AMD  to  provide  PURECYCLE  Treated  Wastewater  flows  that  exceeds  the
     quantities, volumes, hydraulic head, quality reasonably achievable with the
     volume,  quantity and quality of inflow treated wastewater and the WWTP and
     facilities  then  existing::

     a.   PURECYCLE's  Treated  Wastewater  shall  be delivered with a hydraulic
          head  of not less than three feet below the proposed finished grade at
          and  around  the  Point  of  Delivery.

     b.   PURECYCLE's  Treated Wastewater shall be delivered at a flow equalized
          rate  not  exceeding  150%  of  the  design  day  wastewater flow rate
          assigned  to  serve  customers  on  the  Property.

     c.   PURECYCLE's  Treated  Wastewater  shall  be  delivered  more  or  less
          contemporaneously  with  the  wastewater  flows  from  the  Property.

     d.   Truck  access  to the RWPS shall be reasonably provided by the overall
          layout of any other facilities which AMD intends to locate on Planning
          Tract  B7.

     AMD  shall  allow  PURECYCLE unrestricted access to the RWPS and associated
     pipelines.  PURECYCLE will provide a copy of the construction plans for the
     reclaimed water pump


                                                                   Page 32 of 55
<PAGE>
     station  to  AMD  for  review  and  approval,  which  approval shall not be
     unreasonably  withheld.

I.   WASTEWATER  SERVICE  TO  PURECYCLE.  AMD  shall  provide  PURECYCLE  with
     treatment  of  the  residuals from it's reclaimed water treatment plant,(1)
     provided  the  quantity  of  such  flows  shall  not  exceed 5% of the WWTP
     capacity and shall not cause AMD to exceed permitted hydraulic capacity for
     the  WWTP,  and  (2)  the  quality  of  such  flows shall not cause upsets,
     bypassed  or  other  interference  with  the normal operations of the WWTP.

     AMD  may  charge  PURECYCLE  its regular rates, as established from time to
     time, for wastewater treatment. Usage charges shall be based on the metered
     flow  of  wastewater  from  each  of  PURECYCLE's  water  treatment plants.
     PURECYCLE  shall not be assessed any sewer system development fees or other
     charges for connecting the water treatment plants to the wastewater system,
     unless  treatment  of  PURECYCLE's  wastewater requires special operations,
     systems  or  additional  processes,  in  which  cases  PURECYCLE  shall  be
     responsible  for  all  such costs. Notwithstanding the foregoing, PURECYCLE
     agrees  to  fully  comply with all provisions of AMD's pretreatment program
     and  shall  be  fully  responsible  for all fees, penalties and liabilities
     arising  from PURECYCLE's failure to comply with pretreatment requirements.


                                                                   Page 33 of 55
<PAGE>
                                    EXHIBIT C
      WATER SERVICE SCHEDULE, WATER TAP TAKEDOWN SCHEDULE, SPECIAL FACILITIES
                   SCHEDULE, AND WATER SYSTEM DEMAND ESTIMATES


WATER SERVICE SCHEDULE

In  accordance  with  Section 3.02 of the Agreement, PURECYCLE shall endeavor to
cause  the  below-described Wholesale Facilities to be constructed in accordance
with  the  schedule  shown  below:

1.   Phase Zero - Completion of Wholesale Water Facilities sufficient to furnish
     non-potable  construction  water  near  the  well  and  at  a flow rate not
     exceeding  the production capacity from the initial Denver Basin well to be
     drilled  at  the  northern  Dedicated  Groundwater wellfield ("Construction
     Water") not later than six months after the date of DEVELOPER's request for
     construction  water,  or  within  thirty  days after the date that electric
     power  is  extended  to  or  otherwise  made  available  to  the well-site,
     whichever  shall  last  occur.

2.   Phase  One - Completion of Wholesale Water Facilities sufficient to provide
     potable  water  service  including  municipal-level  fire  protection flows
     ("Municipal  Water  Service");  not  later  than  nine  months  after  the
     DEVELOPER's  request  for  Municipal  Water  Service. The DEVELOPER may not
     request Municipal Water Service without the prior or concurrent request for
     Construction  Water.

3.   Completion  of  subsequent  phases and construction of additional Wholesale
     Water  Facilities  as  required  to provide water service to the developing
     Property  in  general  conformance  with  the  Water  Tap Takedown Schedule
     described  herein.

WATER  TAP  TAKEDOWN  SCHEDULE

In  accordance  with Section 4.02 of the Agreement, DEVELOPER agrees to purchase
the  minimum  number  of  Water  Taps  described or shown below on or before the
schedule  or  development  milestone  described  and shown below.  DEVELOPER may
purchase  additional  Water  Taps  (up  to a maximum number of 4,000 EQR) or may
purchase Water Taps at an accelerated schedule provided that, in the judgment of
PURECYCLE,  water  facilities  are  available  or  can  be  made  available in a
commercially  reasonable  manner  by PURECYCLE to accommodate the demands of the
additional  Customers.

     (i)  Twenty (20) Water Taps to be purchased 60 days after the date that the
          Preliminary  Development  Plan  is  recorded  by  Arapahoe  County.

     (ii) An  additional  eighty  (80)  Water  Taps  to  be  purchased  upon the
          DEVELOPER's  request to PURECYCLE for Construction Water, resulting in
          a  total  of  100  Water  Taps  purchased.

     (iii)  An  additional  fifty  six  (56) Water Taps to be purchased upon the
          DEVELOPER's  request  to  PURECYCLE  for  Municipal  Water  Service,
          resulting  in  a  total  of  156  Water  Taps  purchased.


                                                                   Page 34 of 55
<PAGE>
     (iv) An  additional two hundred forty four (244) Water Taps to be purchased
          within  90  days following the DEVELOPER's request for Municipal Water
          Service,  resulting  in  a total of 400 Water Taps purchased. The date
          that  Municipal  Water  Service  is  made  available  by PURECYCLE, as
          evidenced by a certification letter from PURECYCLE to DEVELOPER, shall
          be  the  anniversary  date  ("Anniversary") for subsequent minimum tap
          purchases  and  certain  other  actions  described  herein.

     (v)  An  additional  two hundred and fifty (250) Water Taps to be purchased
          on  the  first Anniversary and each subsequent Anniversary through the
          twelfth  (12th)  Anniversary, or until a total of 4,000 Water Taps are
          purchased,  whichever  is  earlier. If the DEVELOPER has not purchased
          4,000  Water  Taps  on the twelfth Anniversary, PURECYCLE shall not be
          obligated  to sell additional Water Taps to the Property or to reserve
          Export  Water  to  serve  these  additional  Water  Taps.

 Table  C-1  summarizes required minimum Water Tap purchases by DEVELOPER, along
with  the  schedule  or  development  milestone  for  each  takedown.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                         TABLE C-1   WATER TAP TAKEDOWN SCHEDULE
-----------------------------------------------------------------------------------------
                                                  Scheduled Tap          Minimum Tap
                                                    Takedown              Takedown
                                               ------------------------------------------
                                               EQR Per   Cumulative  EQR Per   Cumulative
Development Milestone or Schedule              Takedown         EQR  Takedown         EQR
-----------------------------------------------------------------------------------------
<S>                                            <C>       <C>         <C>       <C>
60 days after PDP Approval by Arapahoe County        20          20        20          20
-----------------------------------------------------------------------------------------
DEVELOPER's Request for Construction Water           80         100        80         100
-----------------------------------------------------------------------------------------
DEVELOPER's Request for Municipal Water
Service                                              56         156        56         156
-----------------------------------------------------------------------------------------
90 days after DEVELOPER's Request for
Municipal Water Service                             244         400       244         400
-----------------------------------------------------------------------------------------
1st Anniversary of Municipal Water Service          400         800       250         650
-----------------------------------------------------------------------------------------
2nd Anniversary of Municipal Water Service          400       1,200       250         900
-----------------------------------------------------------------------------------------
3rd Anniversary of Municipal Water Service          400       1,600       250       1,150
-----------------------------------------------------------------------------------------
4th Anniversary of Municipal Water Service          400       2,000       250       1,400
-----------------------------------------------------------------------------------------
5th Anniversary of Municipal Water Service          400       2,400       250       1,650
-----------------------------------------------------------------------------------------
6th Anniversary of Municipal Water Service          400       2,800       250       1,900
-----------------------------------------------------------------------------------------
7th Anniversary of Municipal Water Service          400       3,200       250       2,150
-----------------------------------------------------------------------------------------
8th Anniversary of Municipal Water Service          400       3,600       250       2,400
-----------------------------------------------------------------------------------------
9th Anniversary of Municipal Water Service          400       4,000       250       2,650
-----------------------------------------------------------------------------------------
10th Anniversary of Municipal Water Service                               250       2,900
-----------------------------------------------------------------------------------------
11th Anniversary of Municipal Water Service                               250       3,150
-----------------------------------------------------------------------------------------
12th Anniversary of Municipal Water Service                               250       3,400
-----------------------------------------------------------------------------------------
</TABLE>


                                                                   Page 35 of 55
<PAGE>
SPECIAL  FACILITIES  SCHEDULE

DEVELOPER  and AMD shall participate with the construction of Special Facilities
in  accordance with Section 4.03 of the Agreement.  Table C-2 shows the schedule
for  the  Special  Facilities  anticipated  for the Property and PURECYCLE shall
endeavor  to have each Special Facility fully operational in accordance with the
schedule.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                           TABLE C-2    SPECIAL FACILITIES SCHEDULE
---------------------------------------------------------------------------------------------
Special Facility                                Development Milestone or Schedule
---------------------------------------------------------------------------------------------
<S>                                             <C>
"A" - Interim use of irrigation facilities for
potable service                                 Municipal Water Service
---------------------------------------------------------------------------------------------
"B" - Effluent  reservoir site                  Second Anniversary of Municipal Water Service
---------------------------------------------------------------------------------------------
"C" - Offsite Water Transmission Pipeline       DEVELOPER's Purchase of 1,500 Water Taps
---------------------------------------------------------------------------------------------
"D" - Separate Wastewater Service Provider      Use of Reclaimed Water for Irrigation
---------------------------------------------------------------------------------------------
</TABLE>

WATER  SYSTEM  DEMAND  ESTIMATES

Development  of  the Water Facilities is to be phased.  PURECYCLE has undertaken
the  planning  and  design  of  the  Water  Facilities to provide domestic water
service  for  the  Property's  anticipated  Customers  based,  in  part,  on the
development  schedule  and  other  information  provided  by  DEVELOPER and AMD.
PURECYCLE  shall  use  commercially reasonable efforts to provide sufficient and
adequate water service to accommodate water demands in excess of those necessary
to  serve  the Water Taps provided for in Table C-1.  In the event that there is
inadequate  capacity  to satisfy excess demands, PURECYCLE reserves the right to
restrict  issuance  of  Water  Taps  to  those  provided  for  in  Table  C-1.


                                                                   Page 36 of 55
<PAGE>
                                    EXHIBIT D
                       WATER RIGHTS SPECIAL WARRANTY DEED

This Water Rights Special Warranty Deed is made and given effective ___________,
200_,  by  and from __________________________, a _____________________________,
whose  address  is  _________________________________________________________
("Grantor"),  to PURECYCLE CORPORATION, a Delaware Corporation, whose address is
8451  Delaware  Street,  Thornton  CO  80260  ("Grantee").

Grantor  hereby  sells,  conveys,  and assigns to Grantee all of Grantor's water
rights,  title  and  related  rights  and  interests of every kind in and to 443
acre-feet  per  year  of nontributary groundwater from the Upper Arapahoe, Lower
Arapahoe  and  Laramie-Fox  Hills  aquifers  underlying  the  lands described on
Exhibit  A  attached hereto (the "Property"), in the following proportions:  (1)
158  acre-feet  per  year from the Upper Arapahoe aquifer, (2) 105 acre-feet per
year  from  the  Lower Arapahoe aquifer, and (3) 180 acre-feet per year from the
Laramie-Fox  Hills  aquifer  (collectively  the  "Dedicated  Groundwater").  The
Dedicated  Groundwater  conveyed  herein  was decreed in Case No. 85CW157 in the
Water  Court  for  Water  Division  No.  1,  State  to  Colorado.

Grantor  hereby expressly reserves all of its rights, title and interests in and
to  all  non-tributary waters in the Denver aquifer underlying or appurtenant to
the  Property  and  related  interests  not  conveyed  herein  to  Grantee.

Grantor  further  warrants  the  title  and agrees to defend quiet and peaceable
possession  of the Dedicated Groundwater against all and every person or persons
claiming  title  by,  through  or  under  Grantor.

Date  this  _________  day  of  ______________,  200_.


                                           ___________________________
Attest:

By: __________________________________     By: ________________________________


Its: _________________________________     Title:______________________________


                                                                   Page 37 of 55
<PAGE>
STATE  OF  COLORADO                  )
                                     )  ss.
COUNTY  OF  ____________________     )

     The  foregoing  instrument  was  acknowledged  before me this ______ day of
__________,  2003,  by  _______________________,  as  ______________,  and  by
____________________________,  as  _______________,  of  ____________________, a
__________________________________.

     Witness  my  hand  and  official  seal.

     My  commission  expires:  ________________________


                                           -------------------------------------
                                           Notary Public
(  S  E  A  L  )


                                                                   Page 38 of 55
<PAGE>
                                    EXHIBIT E

                             FEES, RATES AND CHARGES

RANGEVIEW's  Water Tap Fee and water service charges as of the Effective Date of
this  Agreement  are  listed  following  for  information  purposes.

Water Tap Fee:  3,400 per EQR Water Resource Charge
                7,750 per EQR Water System Development Charge
                -----
                11,150 per EQR combined Water Tap Fee

     Potable  Water  Service  Charges:  $11.11  per  month  per  EQR  base  fee
       (plus)  $2.26  per  1,000  gallons used for up to 10,000 gallons
               per  billing  cycle month (1)
       (plus)  $2.90  per  1,000  gallons  from  10,000 gallons up to 20,000
               gallons  used  per  billing  cycle  month
       (plus)  $6.31  per 1,000 gallons over 20,000 gallons used per billing
               cycle  month


     Irrigation  Tap  Fee:  No  separate  tap  fee  for  typical  residential
                            Customers
                            Same  as  Water  Tap  Fee  for  other  Customers

     Irrigation  Water  Service  Charges:  No  separate  base  fee  for  typical
     residential  Customers
       Base  fee  same  as that for potable water service for other Customers
       (plus)  $1.92  per  1,000  gallons used for up to 10,000 gallons
               per  billing  cycle  month
       (plus)  $2.46  per  1,000  gallons  from  10,000 gallons up to 20,000
               gallons  used  per  billing  cycle  month
       (plus)  $5.36  per 1,000 gallons over 20,000 gallons used per billing
               cycle  month

_______________
(1)  Gallons per billing cycle month are for combined potable and irrigation use
where  customers  are  provided  service  from  both  systems.


                                                                   Page 39 of 55
<PAGE>
                                    EXHIBIT F

                    OPTION AGREEMENT FOR EXPORT WATER SERVICE
                                     for the

                                  SKY RANCH PUD

     THIS  OPTION  AGREEMENT  FOR  EXPORT WATER SERVICE ("Agreement") is entered
into  this  ______  day of October, 2003 by and between ICON INVESTORS I, LLC, a
Colorado  limited liability company ("DEVELOPER"); and PURE CYCLE CORPORATION, a
Delaware  corporation  ("PURECYCLE").

                                       RECITALS

     WHEREAS,  urban  density  development  in  general  accordance  with  the
"Preliminary  Development  Plan"  (Arapahoe County Case No. Z01-010) is proposed
for  the  Sky  Ranch  PUD ("Property").  The Property occupies about 772.3 acres
generally located south of Interstate-70 frontage road, north of Alameda Avenue,
west  of  Hayesmont  Road,  and east of Powhaton Road in unincorporated Arapahoe
County  Colorado.

     WHEREAS,  the  Property can be so developed only if adequate and sufficient
domestic  water  service  is  provided  thereto.

     WHEREAS,  the Property is owned by the DEVELOPER and one of the obligations
of  the  DEVELOPER  is  to  provide  domestic  water  service.

     WHEREAS,  in  order  to  facilitate future development of the Property, the
DEVELOPER  desires to enter into an agreement with PURECYCLE to secure an option
to  acquire  water  service  to  the  Property, under the terms set forth below.

     WHEREAS,  subject  to  the terms and conditions of the Amended and Restated
Lease  Agreement  ("Lease")  dated  April  4, 1996 between the State of Colorado
Board  of Land Commissioners ("Land Board") and RANGEVIEW METROPOLITAN DISTRICT,
a  quasi-municipal  corporation  and  political  subdivision  of  the  State  of
Colorado, acting by and through its Water Activity Enterprise ("RANGEVIEW"), and
the  Agreement  for  Sale of Export Water ("Export Water Agreement") dated April
11,  1996 between PURECYCLE and RANGEVIEW, the Land Board conveyed to RANGEVIEW,
which  subsequently  conveyed  to PURECYCLE, certain rights to surface water and
groundwater  on  and beneath the Land Board's property known as the Lowry Range,
which  water  rights are more specifically outlined in Section 6.1 of the Lease.

     WHEREAS,  simultaneously herewith, the DEVELOPER, PURECYCLE, RANGEVIEW, and
AIRPARK  METROPOLITAN  DISTRICT,  a  quasi-municipal  corporation  and political
subdivision  of  the State of Colorado ("AMD") are entering into a Water Service
Agreement  ("Service  Agreement")  which provides for RANGEVIEW and PURECYCLE to
provide  water  service  to  the  Property.


                                                                   Page 40 of 55
<PAGE>
     WHEREAS,  PURECYCLE  is  capable of providing domestic water service to the
Property  subject  to  the  terms  and  conditions  of  the  Lease.

     WHEREAS,  the  execution  of this Agreement will serve a public purpose and
promote  the health, safety, prosperity and general welfare by providing for the
planned  and  orderly  provision  of  domestic  water  service.

     NOW  THEREFORE, in consideration of the above recitals, the mutual promises
and  covenants  herein contained, and other good and valuable consideration, the
receipt  and  sufficiency  of  which  are  hereby  acknowledged,  DEVELOPER  and
PURECYCLE  hereby  agree  as  follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATIONS
                         -------------------------------

1.01  Definitions. All terms which are not defined herein shall have the meaning
assigned  to  them  in the Service Agreement.  As used herein unless the context
indicates otherwise, the words defined below and capitalized throughout the text
of  this  Agreement  shall  have  the  respective  meanings  set  forth  below:

     (a)  Anniversary:  The  annual  recurrence  of  the date falling sixty (60)
          -----------
     days  after the date that the Preliminary Development Plan for the Property
     is  recorded  by  Arapahoe  County and which is the basis for the making of
     payments  and  for  certain  other  actions  under  this  Agreement.

     (b)  Dedicated  Export  Water:  The  Dedicated  Export  Water is the Export
          ------------------------
     Water  subject  to  this  Agreement  as  defined  in  Section  2.01 herein.

     (c)  Effective  Date:  The  Effective  Date of this Agreement as defined in
          ---------------
     Section  4.01  herein.

     (d)  Equivalent  Residential  Unit (EQR):  The  measure  of  demand  placed
          -----------------------------------
     upon  the  water facilities servicing the Property by a typical and average
     single-family detached residence, as determined under RANGEVIEW's Rules and
     Regulations.

     (e)  Export  Water:  Water  from  the  Lowry  Range  that PURECYCLE can use
          -------------
     outside  of  the  Lowry Range service area, as more specifically defined in
     Section  6.1  of  the  Lease.

     (f)  Export  Water  Deed:  The  Bargain  and Sale Deed for the Export Water
          -------------------
     among  the  Land Board, RANGEVIEW and PURECYCLE executed April 11, 1996, as
     recorded  on July 31, 1996 at Reception No. A6097803 in the Arapahoe County
     Clerk  and  Recorder's  Office,  together  with  any  and  all  amendments
     subsequently  entered  into  by  the  said  parties.

     (g)  Lease:  The Amended and Restated Lease Agreement between RANGEVIEW and
          -----
     the  State  of  Colorado,  acting  by and through the Land Board (Lease No.
     S-37280), executed April 4, 1996, as recorded on July 31, 1996 at Reception
     No.  A6097802  in  the


                                                                   Page 41 of 55
<PAGE>
     Arapahoe  County  Clerk  and  Recorder's  Office, together with any and all
     amendments  subsequently  entered  into  by  the  said  parties.

     (h)  Rules  and  Regulations:  The  Rules  and  Regulations  adopted  by
          -----------------------
     RANGEVIEW,  as  they  may  be  adopted  or  amended  from  time  to  time.

     (i)  Water  Tap:  The  written  authorization,  in the form of sequentially
          ----------
     numbered  tap licenses issued by PURECYCLE, to connect to PURECYCLE's water
     facilities,  as  governed  by  RANGEVIEW's  Rules  and  Regulations.

     (j)  Water  Tap  Fee:  Collective reference to the Water System Development
          ---------------
     Charge  and  the  Water Resource Charge, both as defined and established in
     Article  12  of  RANGEVIEW's  Rules  and  Regulations.

1.02  Interpretation.  In this Agreement, unless the context otherwise requires:
      --------------

     (a)  The  terms "herein," "hereunder," "hereby," "hereto," "hereof" and any
     similar  term, refer to this Agreement as a whole and not to any particular
     Article,  Section or subdivision hereof; the term "heretofore" means before
     the  date  of execution of this Agreement; the term "now" means at the date
     of  execution  of  this Agreement; and the term "hereafter" means after the
     date  of  execution  of  this  Agreement.

     (b)  All  definitions,  terms and words shall include both the singular and
     the  plural.

     (c)  Words  of  the  masculine  gender  include  correlative  words  of the
     feminine  and  neuter  genders,  and  words  importing  the singular number
     include  the  plural  number  and  vice  versa.

     (d)  The  captions  or  headings of this Agreement are for convenience only
     and  in  no  way  define,  limit  or  describe  the  scope or intent of any
     provision,  Article  or  Section  of  this  Agreement.

                                    ARTICLE 2
                                  OPTION TERMS
                                  ------------

2.01  Option. In consideration for the payment of the option fee pursuant to the
      ------
schedule  set  forth  in  2.02 (the "Option Fee") by the DEVELOPER to PURECYCLE,
PURECYCLE  shall  grant  and  convey  to  DEVELOPER  an option (the "Option") to
purchase  Water  Taps for customers on the Property beyond 1,500 EQR and up to a
total  of 4,000 EQR.  One Thousand Two Hundred (1,200) acre-feet per year of the
Export  Water  (the "Dedicated Export Water") shall be so reserved by PURECYCLE.
The  valuation  for  the Dedicated Export Water shall be set forth in accordance
with  Section  2.05.  The  DEVELOPER  shall be authorized to exercise the Option
beginning  upon  the  Effective Date and expiring on the earliest date described
following:

     (a)  date  on  which  the  DEVELOPER  has  purchased  Water  Taps for 1,500
     Equivalent  Residential  Units  ("EQR")  on  the  Property;  or


                                                                   Page 42 of 55
<PAGE>
     (b)  at  5:00  p.m.  on  the  fifth  (5th),  sixth  (6th), or seventh (7th)
     Anniversary,  unless  in  each  case  the  DEVELOPER  extends the option in
     accordance  with  Section  2.03;

     (c)  at  5:00  p.m.  on  the  eighth  (8th)  Anniversary.

PURECYCLE's  obligations  to  convey  and  deliver Export Water to the DEVELOPER
shall be expressly subject to the terms and conditions of the Export Water Deed.

2.02  Payment  Terms.  The  Option  Fee  shall  be  payable  by the DEVELOPER to
      --------------
PURECYCLE  in  cash,  by wire transfer or by certified check with payments being
made  directly  to  the  trust  account of Davis Graham & Stubbs LLP as follows:

     (a)  Fifty  Thousand  Dollars ($50,000) payable 60 days after the date that
     the  Preliminary  Development  Plan  is  recorded  by  Arapahoe  County;

     (b)  Fifty Thousand Dollars ($50,000) payable on each of the first, second,
     third  and  fourth Anniversary unless the Option is exercised prior to such
     anniversary  date,  in  which  case  no  further  Option  Fee shall be due.

2.03  Extension of Option. In the event that the DEVELOPER has not exercised the
      -------------------
Option  in accordance with Section 2.01, the DEVELOPER may extend the Option for
up  to an additional three one-year terms by making payments to PURECYCLE of One
Hundred  Thousand  Dollars  ($100,000)  (the  Option  Extension  Fee)  for  each
additional  one-year  extension  term.  Payments  shall  be  due  on  the  fifth
Anniversary for a one year extension, on the fifth and sixth Anniversaries for a
two  year  extension,  and  on  the fifth, sixth and seventh Anniversaries for a
three  year  extension.

2.04  Exercise Terms.  The Option shall be exercised by the DEVELOPER delivering
      --------------
to  PURECYCLE  written  notice  of its intent to proceed with development beyond
1,500  EQR,  provided such notice is delivered during the term of the Option and
the  DEVELOPER  is  then  in  compliance  with  any  other contracts between the
DEVELOPER  and PURECYCLE and/or RANGEVIEW.  Upon the DEVELOPER's exercise of the
Option,  PURECYCLE  shall  reserve  the  Dedicated  Export  Water for use on the
Property  and shall diligently complete construction of the facilities necessary
to  deliver  the  Dedicated  Export  Water  to  the Property, and PURECYCLE will
provide  domestic  water  service to the Property in accordance with the Service
Agreement.

2.05  Dedicated Export Water Valuation.  The value of the Dedicated Export Water
      --------------------------------
shall  be calculated based on RANGEVIEW's Rules and Regulations in effect at the
time  of  exercise.  The  Rules  and  Regulations establish an allocation of 0.7
acre-feet  per  year  per EQR.  The 1,200 acre-feet per year of Dedicated Export
Water  is  allocated  to 1,714 EQR's which, when multiplied by the current Water
Resource  Charge of  $3,400 per EQR, results in a total valuation of $5,827,600.
Upon receipt of the payment of the Water Resource Charge for each tap, PURECYCLE
will  provide  evidence  to DEVELOPER that the Export Water associated with such
tap  has  been  released  from  any  encumbrances.

2.06  Termination  of  Option.  PURECYCLE shall have the right to terminate this
      -----------------------
Agreement  if  the  DEVELOPER  fails to pay any portion of the Option Fee or any
Option  Extension  Fee when due, unless such failure is cured within thirty (30)
days  by  the  DEVELOPER  making


                                                                   Page 43 of 55
<PAGE>
payment  of  all  amounts due, plus interest at the rate of (10%) per annum from
the date of default to the date of payment, and payment of all costs incurred by
PURECYCLE  as  a  result of the default, including but not limited to attorneys'
fees.

                                    ARTICLE 3
                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                    -----------------------------------------

3.01  DEVELOPER  Representations  and  Covenants.  In  addition  to  the  other
      ------------------------------------------
representations,  warranties  and  covenants  made  by the DEVELOPER herein, the
DEVELOPER  makes  the  following  representations,  warranties  and covenants to
PURECYCLE:

     (a)  The DEVELOPER is duly authorized to execute this Agreement and perform
     its obligations hereunder, and all action on its part for the execution and
     delivery  of this Agreement has been or will be duly and effectively taken.

     (b)  Neither  the  execution  of  this  Agreement,  the consummation of the
     transactions  contemplated  hereunder,  nor  the  fulfillment  of  or  the
     compliance with the terms and conditions of this Agreement by the DEVELOPER
     will  conflict  with  or  result  in  a  breach of any terms, conditions or
     provisions  of,  or constitute a default under, or result in the imposition
     of  any  prohibited  lien,  charge  or  encumbrance of any nature under any
     agreement,  instrument, indenture or any judgment, order or decree to which
     the  DEVELOPER  is  a  party  or by which the DEVELOPER or the Property are
     bound.

3.02  PURECYCLE  Representations  and  Covenants.  In  addition  to  the  other
      ------------------------------------------
representations,  warranties  and  covenants made by PURECYCLE herein, PURECYCLE
makes  the  following  representations,  warranties  and  covenants  to  AMD:

     (a)  PURECYCLE is duly authorized to execute this Agreement and perform its
     obligations  hereunder,  and  all  action on its part for the execution and
     delivery  of this Agreement has been or will be duly and effectively taken.

     (b)  Neither  the  execution  of  this  Agreement,  the consummation of the
     transactions  contemplated  hereunder,  nor  the  fulfillment  of  or  the
     compliance  with  the  terms  and conditions of this Agreement by PURECYCLE
     will  conflict  with  or  result  in  a  breach of any terms, conditions or
     provisions  of,  or constitute a default under, the Export Water Agreement,
     the Export Water Deed, or any other mortgage, indenture or other instrument
     to  which  PURECYCLE  is  a party or by which it is bound, or result in the
     imposition  of  any  prohibited  lien,  charge or encumbrance of any nature
     under any agreement, instrument, indenture or any judgment, order or decree
     of  any court to which PURECYCLE is a party or by which PURECYCLE is bound.

3.03  Instruments  of  Further  Assurance.  The DEVELOPER and PURECYCLE covenant
      -----------------------------------
that  they  will  do,  execute,  acknowledge  and  deliver, or cause to be done,
executed,  acknowledged  and  delivered, such acts, instruments and transfers as
may  reasonably  be required for the performance of their obligations hereunder.


                                                                   Page 44 of 55
<PAGE>
                                    ARTICLE 4
                            MISCELLANEOUS PROVISIONS
                            ------------------------

4.01  Effective  Date;  Contingency.  This  Agreement shall be in full force and
      -----------------------------
effect  and be legally binding on the date it is fully executed and delivered by
the Parties hereto and upon the meeting of the contingency described immediately
below.  This  entire  Agreement  is  expressly  contingent  upon  approval  from
Arapahoe  County of the Preliminary Development Plan ("PDP"), County Case Number
Z01-010.  If said approval of the PDP is not obtained in a timely manner, but in
no  event  later than June 1, 2004,  either party may terminate the Agreement on
or  before September 1, 2004, upon thirty days written notice to the other party
and  this  Agreement shall be terminated and of no force or effect, except that,
in  the event of termination pursuant to this Section, DEVELOPER shall reimburse
PURECYCLE  for  all  administrative,  engineering and attorney fees and expenses
incurred by PURECYCLE in pursuing and planning for water service to the Property
prior  to  such  date  of  termination.

4.02  Savings  Clause.  If  any  provision  of this Agreement causes a breach or
      ---------------
violation of the Lease or the Export Water Deed, the parties shall work together
to  revise  such provision so that it no longer causes such breach or violation.

4.03  Time is of the Essence.  Time is of the essence hereof; provided, however,
      ----------------------
that  if  the  last  day  permitted  or  the  date  otherwise determined for the
performance  of  any  act  required or permitted under this Agreement falls on a
Saturday, Sunday or legal holiday, the time for performance shall be extended to
the  next  succeeding  business  day,  unless  otherwise  expressly  stated.

4.04  Parties Interested Herein.  Nothing expressed or implied in this Agreement
      -------------------------
is  intended  or  shall  be  construed to confer upon, or to give to, any person
other  than  PURECYCLE and the DEVELOPER, any right, remedy or claim under or by
reason  of  this  Agreement  or  any  covenants, terms, conditions or provisions
hereof.  All  the  covenants, terms, conditions and provisions in this Agreement
by  and  on  behalf  of  PURECYCLE  and  the DEVELOPER shall be for the sole and
exclusive  benefit  of  the  parties  hereto.

4.05  Covenants  Run  With  the  Land.  The  covenants,  terms,  conditions  and
      -------------------------------
provisions  set  forth  in this Agreement shall inure to and be binding upon the
representatives, successors and assigns of the parties hereto and shall run with
the  Property.  This  Agreement  or a Memorandum of Agreement may be executed by
the  parties  and  recorded  against  the  Property.

4.06  Notices.  Except  as  otherwise  provided  herein, all notices or payments
      -------
required  to  be  given  under  this  Agreement shall be in writing and shall be
hand-delivered  or  sent  by  certified  mail,  return receipt requested, to the
following  addresses:

          To  PURECYCLE:  Pure  Cycle  Corporation
                          8451  Delaware  Street
                          Thornton,  Colorado  80260
                          Tel  (303)292-3456
                          Fax  (303)292-3475


                                                                   Page 45 of 55
<PAGE>
          To  DEVELOPER:  Icon  Investors  I,  LLC
                          5299  DTC  Boulevard,  Suite  815
                          Greenwood  Village,  CO  80111
                          Tel  (303)984-9800
                          Fax  (303)984-9874

All  notices  will  be deemed effective one (1) day after hand-delivery or three
(3)  days  after  mailing  by registered or certified mail, postage prepaid with
return  receipt.  Any party by written notice to provided may change the address
to  which  future  notices  shall  be  sent.

4.07  Severability.  If  any  covenant,  term, condition or provision under this
      ------------
Agreement  shall,  for  any  reason, be held to be invalid or unenforceable, the
invalidity  or  unenforceability  of such covenant, term, condition or provision
shall  not affect any other provision contained herein, the intention being that
such  provisions  are  severable.

4.08  Counterparts.  This Agreement may be executed in one or more counterparts,
      ------------
each  of  which  shall constitute an original, but all of which shall constitute
one  and  the  same  document.

4.09  Amendment.  This  Agreement  may be amended from time to time by agreement
      ---------
between  the  Parties hereto; provided, however, that no amendment, modification
or  alteration  of  the  terms  or provision hereof shall be binding upon either
party  unless  the  same  is in writing and duly executed by all parties hereto.

4.10 Governing Law.  This Agreement arises out of the transaction of business in
     -------------
the  State  of Colorado by the parties hereto.  This Agreement shall be governed
and  construed  in  accordance  with  the  laws  of  the State of Colorado.  The
performance  by  the parties hereto of their respective obligations provided for
in this Agreement shall be in strict compliance with all applicable laws and the
rules and regulations of all governmental agencies, municipal, county, state and
federal,  having  jurisdiction  in  the  premises.

4.11  Assignment.  DEVELOPER  may assign their rights and obligations under this
      ----------
Option  Agreement  for  Export  Water  Service  to another entity with the prior
written  consent  of PURECYCLE, which consent shall not be unreasonably withheld
or  delayed.

4.12  Enforcement.  The parties agree that this Agreement may be enforced in law
      -----------
or  equity,  for specific performance, mandamus, injunctive or other appropriate
relief,  including  damages,  as  may  be  available  according  to the laws and
statutes  of  the  State  of  Colorado.

4.13  Service Agreement.  The parties agree that all of the terms and provisions
      -----------------
of  the  Service  Agreement  are  incorporated herein by this reference.  To the
extent  there  is  any conflict between the provisions of this Agreement and the
Service  Agreement,  the  Service  Agreement  shall  control.

4.14  Attorneys'  Fees.  In  the event either party finds it necessary to employ
      ----------------
legal counsel or to bring an action at law or other proceeding against the other
party  to  enforce any of the terms, covenants, or conditions of this Agreement,
the  party  prevailing  in any such action or other proceeding shall be paid all
reasonable  attorneys'  fees  by  the  other  party,  and  in  the  event  any


                                                                   Page 46 of 55
<PAGE>
judgment  is  secured  by  such  prevailing  party, all such attorneys' fees, as
determined  by  a court and not by jury, shall be included in any such judgment.

                                   Pure  Cycle  Corporation,  a  Delaware
                                   Corporation


                                   By:
                                      ------------------------------------------
                                        Mark Harding, President

                                   Icon Investors I, LLC, a Colorado Limited
                                   Liability Company

                                   By:  Airway Park Manager, LLC, a Colorado
                                        limited liability company

                                        By:
                                           -------------------------------------
                                             Andrew R. Klein, its Manager

STATE OF COLORADO         )
                          )  ss.
COUNTY  OF  _________     )

     The  foregoing  instrument  was  acknowledged  before me this ______ day of
November,  2003,  by  Mark  Harding,  as  President of Pure Cycle Corporation, a
Delaware  corporation.

     Witness  my  hand  and  official  seal.

     My  commission  expires:  ________________________



                                           -------------------------------------
                                           Notary Public
(  S  E  A  L  )


                                                                   Page 47 of 55
<PAGE>
STATE OF COLORADO         )
                          )  ss.
COUNTY  OF  _________     )

     The  foregoing  instrument  was  acknowledged  before me this ______ day of
November,  2003,  by  Andrew R. Klein, as Manager of Airway Park Manager, LLC, a
Colorado  limited  liability  company,  as  Manger  of  ICON  INVESTORS  I,  LLC

     Witness  my  hand  and  official  seal.

     My  commission  expires:  ________________________



                                           -------------------------------------
                                           Notary Public
(  S  E  A  L  )


                                                                   Page 48 of 55
<PAGE>
                                    EXHIBIT G

                                ESCROW AGREEMENT

     The  undersigned  principals  wish  to establish an escrow account with The
Bank  of  Cherry  Creek, N. A., hereinafter referred to as Escrow Agent, for the
purposes  established  herein.

     FIRST: Detail of the assets and other items to be deposited into escrow are
listed  on  the  attached  Schedule  A  which  is  attached hereto and is hereby
incorporated  into  this  agreement.

     SECOND:  Specific  instructions  to  the  Escrow  Agent are detailed in the
attached  Schedule  B  which  is attached hereto and is hereby incorporated into
this  agreement.

     THIRD:  The provisions of this agreement may only be supplemented, altered,
amended,  modified or revoked in writing signed by all of the parties hereto and
after  payment  of  all  fees,  costs  and  expenses  of  the  Escrow  Agent.

     FOURTH:  No assignment, transfer, conveyance or hypothecation of any right,
title  or  interest in and to the subject matter of this escrow shall be binding
upon  the  Escrow  Agent  unless written notice thereof shall be served upon the
Escrow  Agent  and all fees, costs and expenses incident thereto shall have been
paid  and  then  only  upon  the  Escrow  Agent's  assent  thereto  in  writing.

     FIFTH:  Any  notice  required or desired to be given by the Escrow Agent to
any  party  to  this  Escrow  may be given by mailing the same addressed to such
party  at the address given below or the most recent address of such party shown
on  the records of the Escrow Agent, and notice so mailed shall for all purposes
hereof be as effectual as though served upon such party in person at the time of
depositing  such  notice  in  the  mail.

     SIXTH:  The Escrow Agent may receive any payment called for hereunder after
the due date thereof unless subsequent to the due date of such payment and prior
to the receipt thereof the Escrow Agent shall have been instructed in writing to
refuse  such  payment.

     SEVENTH:  The  Escrow  Agent  shall not be personally liable for any act it
may  do or omit to do hereunder as such agent, while acting in good faith and in
the  exercise  of  its  own  best  judgment.

     EIGHTH:  Except as set forth in this Agreement or its schedules, the Escrow
Agent  is  hereby  expressly  authorized  to  disregard  any  and all notices or
warnings  given  by  any  of the parties hereto, or by any other person, firm or
corporation,  excepting only orders or process of court, and is hereby expressly
authorized  to  comply  with  and obey any and all process, orders, judgments or
decrees  of  any  court, and in case the Escrow Agent obeys or complies with any
such  process,  order, judgment or decree of any court it shall not be liable to
any  of the parties hereto or to any other person, firm or corporation by reason
of  such compliance, notwithstanding any such process, order, judgment or decree
be  subsequently reversed, modified, annulled, set aside or vacated, or found to
have  been  issued  or  entered  without  jurisdiction.


                                                                   Page 49 of 55
<PAGE>
     NINTH:  In  consideration  of  the  acceptance of this escrow by the Escrow
Agent,  the  undersigned  agree,  jointly  and  severally, for themselves, their
heirs, legal representatives, successors and assigns to pay the Escrow Agent its
charges  hereunder  and  to release it as to any liability by it incurred to any
other person, firm or corporation by reason of its carrying out any of the terms
thereof,  and  to  reimburse  it  for  all  its expenses, including, among other
things,  reasonable  counsel  fees  and  court costs incurred in connection with
litigation  arising  out  of  this  Agreement.  Escrow  fees  or  charges,  as
distinguished  from  other  expenses  hereunder,  are those fees detailed in the
nineteenth  paragraph  hereof.

     TENTH:  The  Escrow  Agent  shall  comply strictly with the requirements of
this  Agreement  but  shall  be  under  no  duty  or obligation to ascertain the
identity,  authority  or  rights  of  the  parties  executing  or  delivering or
purporting  to  execute or deliver these instructions or any documents or papers
of  payments deposited or called for hereunder, and assumes no responsibility or
liability for the validity or sufficiency of these instructions or any documents
or  papers  or  payments  deposited  or  called  for  hereunder.

     ELEVENTH:  The  Escrow  Agent  shall not be liable for the outlawing of any
rights  under  any  Statute  of  Limitation or by reason of laches in respect to
these  instructions  or  any  documents  or  papers  deposited.

     TWELFTH:  In  the event of any dispute between the parties hereto as to the
facts  of  default,  the  validity or meaning of these instructions or any other
fact or matter relating to the transaction between the parties, the Escrow Agent
is  instructed  as  follows:

     That  it shall be under no obligation to act, except under process or order
of  court,  and  shall  sustain no liability for its failure to act pending such
process  or  court  order;

     That  it  may  in  its  sole  and absolute discretion, deposit the property
herein or so much thereof as remains in its hands with the then Clerk, or acting
Clerk,  of  the District Court of Arapahoe County, State of Colorado, interplead
the  parties  hereto,  and  upon  so  depositing  such  property  and filing its
complaint  in interpleader it shall be relieved of all liability under the terms
hereof  as to the property so deposited, and furthermore, the parties hereto for
themselves, their heirs, legal representatives, successors and assigns do hereby
submit  themselves  to  the  jurisdiction of said court.  The institution of any
such  interpleader  action shall not impair the rights of the Escrow Agent under
ninth  paragraph  above.

     THIRTEENTH:  Any  expenses  to  transfer  any instruments or other property
deposited  hereunder  may be paid by the Escrow Agent from funds held in Escrow,
or  if  none  then  the  undersigned will pay or reimburse for any such expense.

     FOURTEENTH:   If  the  deposits  hereunder  are  not  withdrawn  before
_____________,  20__,  then PureCycle Corporation and Icon Investors I, LLC will
jointly  provide  the  Escrow  Agent  with  written  instructions  regarding
disbursements  of  the  deposits.

     FIFTEENTH:  The  provisions of these instructions shall be binding upon the
legal  representatives,  heirs,  successors  and  assigns of the parties hereto.


                                                                   Page 50 of 55
<PAGE>
     SIXTEENTH:   The  parties  hereto  shall be entitled to any income produced
from  investments  held  in  this  Escrow.

     SEVENTEENTH:  Other  provisions:

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

     EIGHTEENTH:  This  agreement shall be construed under the laws of the State
of  Colorado.

     NINETEENTH:  The  undersigned  principals  hereby  agree  to pay the Escrow
Agent  the  following  fees:

-----------------------------------------------------------------------
               $500.00  ANNUALLY  (DEDUCTED  FROM  ACCOUNT  EACH  JUNE)
-----------------------------------------------------------------------

Fees  will  be  charged  as  follows:

Deduct  from  account   XX           Send  invoice  _____        Charge Checking
                      ------
#___________      Fee  at  closing  _____

Party(ies)  responsible  for  fees  PureCycle  Corporation and Icon Investors I,
                                    --------------------------------------------
LLC
-----------------------------


     This  agreement  consists of four typewritten pages including this page and
the  additional  three  schedules  which  are  incorporated  by  reference.


                                                                   Page 51 of 55
<PAGE>
     IN  WITNESS  WHEREOF the undersigned have hereunto affixed their signatures
on  the  _____  day  of  ___________,  2003.



-----------------------------       -------------------------------
Principal                           Principal

PureCycle  Corporation              Icon  Investors  I,  LLC
8451  Delaware  Street              5299 DTC Boulevard, Suite 815
Thornton,  Colorado  80260          Greenwood  Village,  CO  80111


-----------------------------       -------------------------------
Tax  Identification  No.            Tax  Identification  No.

(303)292-3456  /303)292-3475        (303)984-9800 /(303)984-9874
-----------------------------       -------------------------------
Telephone  No.  /  Fax  No.         Telephone  No.  /  Fax  No.

ACCEPTED:

The  Bank  of  Cherry  Creek,  N.  A.,  Escrow  Agent


By:__________________________________


                                                                   Page 52 of 55
<PAGE>
                                    EXHIBIT H

                           WATER OPINION REQUIREMENTS


     1.   PURECYCLE  owns  the  right to divert and sell outside the Lowry Range
the use of the Dedicated Export Water which will be used to supply the Property.

     2.   The  Dedicated  Export     Water has not been conveyed or committed to
ECCV  under  the  ECCV  Agreement,  or  otherwise.

     3.   The  Dedicated Export Water is not reserved to the Land Board pursuant
to  Section 5.1(c) of the Amended and Restated Lease Agreement and per Exhibit A
thereto.

     4.   The Dedicated Export Water may be used for purposes as contemplated by
the  Water Use Agreement, including re-use to extinction except for augmentation
obligations.

     5.   The  Dedicated  Export  Water  is  not  part  of  the "Reserved Water"
described  in  Section  5.1(e)  of  the  Amended  and  Restated Lease Agreement.

     6.   Rangeview  has  diligently  pursued  and  obtained the adjudication of
Water  Rights  as  contemplated by Section 5.4 of the Amended and Restated Lease
Agreement.

     7.   The  only  encumbrances  on  the  Dedicated Export Water to be used to
provide  service  under  the  Water  Service Agreement are the provisions of the
Amended  and Restated Lease Agreement and the Mortgage Deed, Security Agreement,
and  Financing  Statement dated 4/11/96 made by PURECYCLE for the benefit of the
Land  Board.

     8.   The  Dedicated  Export  Water  to be used to provide service under the
Water  Service  Agreement  is  not  subject  to  rights of first refusal for the
benefit  of  ECCV  or  Arapahoe  County.


                                                                   Page 53 of 55
<PAGE>
                                    EXHIBIT I

                         LAND BOARD ESTOPPEL CERTIFICATE


This  Estoppel  Certificate is given jointly to Airpark Metropolitan District, a
quasi-governmental  corporation  and  political  subdivision  of  the  State  of
Colorado  ("AMD"),  and  ICON  Investors  I,  LLC,  a Colorado limited liability
company  ("Developer"), by the State of Colorado, acting through its State Board
of  Land  Commissioners  (the  "State"),  with  the  understanding  that AMD and
Developer will rely on this Certificate in connection with entering into a Water
Service  Agreement  among  AMD,  Developer,  Pure  Cycle Corporation, a Delaware
corporation  ("PureCycle"),  and  Rangeview  Metropolitan  District,  a
quasi-governmental  corporation  and  political  subdivision  of  the  State  of
Colorado  ("Rangeview").
The  State  hereby  certifies  as  follows:
     1.   The  State is the Lessor under that certain Amended and Restated Lease
Agreement between Rangeview and the State (Lease No. S-37280), executed April 4,
1996,  as  recorded  on  July 31, 1996 at Reception No. A6097802 in the Arapahoe
County  Clerk and Recorder's Office (the "Lease").  A true, correct and complete
copy  of  the Lease, together with any amendments, modifications and supplements
thereto,  is  attached  hereto.  The  Lease  is the entire agreement between the
State  and  Rangeview  pertaining  to the use of all the waters on and under the
Lowry  Range  (as  defined  under  the  "Lease").  There  are  no  amendments,
modifications,  supplements,  arrangements, side letters or understandings, oral
or  written  of  any  sort,  of  the  Lease,  except  as  attached.
     2.   The Lease has been duly executed and delivered by, and is a binding
obligation of, the State, and the Lease is in full force and effect.
     3.   All current obligations of the State under the Lease have been
performed, and to the best of the State's knowledge Rangeview is not currently
in default under the Lease.
     4.   The State is not in default under the Lease.  The State has not
assigned, transferred or hypothecated the Lease or any interest therein.
     5.   The person executing this Estoppel Certificate is authorized by the
State to do so and execution hereof is the binding act of the State enforceable
against the State.

IN WITNESS WHEREOF, the State has executed this Estoppel Certificate this __ day
of  _____________,  200_.
                              STATE  OF  COLORADO
                              STATE  BOARD  OF  LAND  COMMISSIONERS


                              By:_____________________________________
                                   President


                                                                   Page 54 of 55
<PAGE>
                                    EXHIBIT J

                         RANGEVIEW ESTOPPEL CERTIFICATE

This  Estoppel  Certificate is given jointly to Airpark Metropolitan District, a
quasi-governmental  corporation  and  political  subdivision  of  the  State  of
Colorado  ("AMD"),  and  ICON  Investors  I,  LLC,  a Colorado limited liability
company  ("Developer"),  by  the  Rangeview  Metropolitan  District,  a
quasi-governmental  corporation  and  political  subdivision  of  the  State  of
Colorado  ("Rangeview"), with the understanding that AMD and Developer will rely
on  this  Certificate in connection with entering into a Water Service Agreement
among  AMD,  Developer,  Pure  Cycle  Corporation,  a  Delaware  corporation
("PureCycle"),  and  Rangeview.

Rangeview  hereby  certifies  as  follows:
     1.   Rangeview is Lessee under that certain Amended and Restated Lease
Agreement between Rangeview and the State Board of Land Commissioners (Lease No.
S-37280), executed April 4, 1996, as recorded on July 31, 1996 at Reception No.
A6097802 in the Arapahoe County Clerk and Recorder's Office (the "Lease").  A
true, correct and complete copy of the Lease, together with any amendments,
modifications and supplements thereto, is attached hereto.  The Lease is the
entire agreement between Rangeview and the State pertaining to the use of all
the waters on and under the Lowry Range (as defined under the "Lease").  There
are no amendments, modifications, supplements, arrangements, side letters or
understandings, oral or written of any sort, of the Lease, except as attached.
     2.   The Lease has been duly executed and delivered by, and is a binding
obligation of,  Rangeview, and the Lease is in full force and effect.
     3.   All current obligations of the Rangeview under the Lease have been
performed, and to the best of Rangeview's knowledge, neither the State or
Rangeview are currently in default under the Lease.
     4.   Rangeview has not assigned, transferred or hypothecated the Lease or
any interest therein.
     5.   The person executing this Estoppel Certificate is authorized by
Rangeview  to do so and execution hereof is the binding act of Rangeview
enforceable against the Rangeview.

IN WITNESS WHEREOF, Rangeview has executed this Estoppel Certificate this __ day
of  _________,  200_.
                              RANGEVIEW  METROPOLITAN  DISTRICT


                              By:_____________________________________


                                                                   Page 55 of 55
<PAGE>

</TEXT>
</DOCUMENT>
