EXHIBIT 10.90


                                   COMMERCIAL
                      CONTRACT TO BUY AND SELL REAL ESTATE

November  17,  1999

1.          PARTIES  AND  PROPERTY.   WMCK  VENTURE  CORPORATION,  a  Delaware
corporation  ("Buyer"),  agrees  to  buy,  and SASKATCHEWAN INVESTMENTS, INC., a
Texas  corporation  ("Seller"),  agrees to sell, on the terms and conditions set
forth  in  this  contract  ("Contract"), the following described property in the
County  of  Teller,  Colorado:

Parcel  1:
----------
The  South 75 feet of Lots 1 through 4, inclusive, and the East 19 feet 4 inches
of  the
South 75 feet of Lot 5 and the North 50 feet of Lots 1 through 4, inclusive, and
the
East  19  feet 4 inches of the North 50 feet of Lot 5, all in Block 29, Fremont,
now
Cripple  Creek,  in  Teller  County,  Colorado,

                                      and -

Lots  1  through  5,  inclusive, Block 2, First Addition to Fremont. now Cripple
Creek, in Teller County, Colorado (Parcel 1 and Parcel 2 collectively called the
"Property"),  together  with  all:

(i)     privileges,  easements,  rights  of  ways, access, licenses, franchises,
rights,  appendages,  tenements,  hereditaments and other appurtenances thereto;


(ii)  any  and  all  fixtures  and  improvements  thereon;

(iii)  any  and  all development rights and land use permits, if any, in respect
thereto;  and

(iv)     any  and all right, title and interest Seller has in and to any and all
strips  and  gores of land, and in, to and under the real property within roads,
alleys  and  access  ways  serving,  abutting  and  adjoining  the real property
described  above,  including,  without  limitation:
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     (A)     that  portion  of  Outlot A, First Addition to Fremont, now Cripple
Creek,  lying     East  of  the West line of the East 19 feet 4 inches of Lot 5,
Block 29, Fremont, now Cripple Creek. extended South. in Teller County. Colorado
("Outlot  A"),

(B)     that  portion  of  the  alley in First Addition to Fremont lying between
Parcel  1  and Parcel 2 above, being more particularly described as that portion
of  the North half of the alley, lying East of the West line of the East 19 feet
4 inches of Lot 5, Block 29, Fremont, now Cripple Creek extended South, and that
portion  of  the  South half of the alley, lying East of the West line of Lot 5,
Block 2, First Addition to Fremont, now Cripple Creek, extended North) in Tcller
County,  Colorado  (collectively  the  "Alley")  and

(C)     the  property  to  the  east  ("2nd  Street"),  which  lies  between the
Property,  Outlot  A and the Alley, on one hand, and Colorado Highway 67, on the
other.

     The  parties  acknowledge  and  agree that the description of Outlot A, the
Alley  and/or  2nd Street may change as a result of proceedings and applications
described in paragraph 9(c) below or otherwise. In the event of any such change.
the  parties  agree  to  amend  this  Contract  accordingly

2.     RESERVED.
3.     PURCHASE  PRICE  AND  TERMS.   The purchase price shall be $1,850,000.00,
payable  in  U.S.  dollars  by  Buyer  as  follows:

(a)     Earnest  Money.

$185,000.00 in the form of a check, as earnest money deposit and part payment of
the  purchase  price,  payable  to  and  held by Security Title Guaranty Company
("Title  Agent"), in its trust account on behalf of both Seller and Buyer. Title
Agent  shall  invest  the  earnest money deposit in an interest-bearing account,
acceptable to Buyer, established at Community Banks of Colorado - Cripple Creek.
All  interest  earned  on  the  earnest  money deposit shall remain the sole and
separate  property  of  the Buyer. The Buyer's taxpayer identification number is
84-1247753.

(b)     Cash  at  Closing.

$1,665,000.00,  plus closing costs to be paid by Buyer at closing in funds which
comply  with  all  applicable  Colorado  laws,  which  include  cash, electronic
transfer  funds,  certified check, savings and loan tellers check, and cashier's
check  (Good  Funds).

4.     RESERVED.
5.     RESERVED.
6.     RESERVED.
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7.     NOT  ASSIGNABLE. Except for an assignment by the Buyer to an affiliate of
the  Buyer  which  is  hereby  approved  by  Seller,  this Contract shall not be
assignable  by Buyer without Seller's prior written consent. In the event of any
assignment  as  hereinbefore  contemplated, the Buyer shall not be released from
its  covenants  and  undertakings herein and shall remain responsible to Seller.
Except  as  so  restricted,  this  Contract shall enure to the benefit of and be
binding  upon the heirs, personal representatives, successors and assigns of the
parties.

8.     EVIDENCE  OF  TITLE. Seller shall furnish to Buyer at Seller's expense, a
current  commitment for owner's title insurance policy in an amount equal to the
purchase  price,  on  or  before December 8, 1999 (Title Deadline). Seller shall
cause copies of instruments (or abstracts of instruments) listed in the schedule
of  requirements ("Requirements") and in the schedule of exceptions (Exceptions)
in  the title insurance commitment to be furnished to Buyer at Seller's expense.
This requirement shall pertain only to instruments shown of record in the office
of  the  clerk  and  recorder  of  the  designated county or counties. The title
insurance  commitment,  together  with  any  copies  or abstracts of instruments
furnished  pursuant  to  this  Section  8, constitute the title documents (Title
Documents).  Seller will pay the premium at closing and have the title insurance
of  First  American Title Insurance Company ("Title Company") delivered to Buyer
as  soon  as  practicable  after  closing.

     The  parties  agree that the deletion of standard exceptions from the title
insurance  policy  shall  be a condition of closing. For such purpose, the Buyer
shall  deliver  a  copy  of the Survey, defined in paragraph 9.(c) below, to the
Title  Agent and the Seller shall deliver to the Title Company, on or before the
Closing  Date,  the  standard  affidavit and indemnity agreement required by the
Title  Company  for  the  deletion  of standard exceptions. Further, the parties
agree  that  the  issuance  of  mineral  and  access endorsement(s) to the title
insurance policy by the Title Company shall be a condition of closing; provided,
however,  the  Buyer  shall  pay the premiums for issuance of such endorsements.

9.     TITLE.
(A)     TITLE REVIEW. Buyer shall have the right to inspect the Title Documents.
Written  notice  by  Buyer  of  unmerchantability  of  title  or  of  any  other
unsatisfactory  title  condition shown by the Title Documents shall be signed by
or  on  behalf  of  Buyer  and given to Seller on or before January 19, 2000, or
within five (5) calendar days after receipt by Buyer of any Title Document(s) or
endorsement(s)  adding  new Exception(s) to the title commitment together with a
copy  of  the  Title Document adding new Exception(s) to title, whichever is the
last  to  occur.  If  Seller  does  not  receive  Buyer's  notice by the date(s)
specified  above, Buyer accepts the condition of title as disclosed by the Title
Documents  as  satisfactory.


(B)     MATTERS  NOT SHOWN BY THE PUBLIC RECORDS. Seller shall deliver to Buyer,
on  or  before  the  Title  Deadline  set forth in Section 8, true copies of all
leases,  agreements,  entitlements.  permits,  studies,  reports  and surveys in
Seller's  possession  pertaining to the Property and shall disclose to Buyer all
easements, liens or other title matters not shown by the public records of which
Seller  has actual knowledge. Buyer shall have the right to inspect the Property
to  determine  if  any third party(s) has any right in the Property not shown by
the  public  records  (such  as  an  unrecorded  easement.  unrecorded lease, or
boundary  line  discrepancy).  Written notice of any unsatisfactory condition(s)
disclosed  by  Seller  or  revealed  by such inspection shall be signed by or on
behalf  of  Buyer  and  given to Seller on Or before January 19, 2000. If Seller
does  not  receive  Buyer's  notice by said date, Buyer accepts title subject to
such  rights,  if  any,  of  third  parties of which Buyer has actual knowledge.

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     (C)     The parties acknowledge that Parcel 1 and Parcel 2 of the Property,
as  described  in
          paragraph  1  above, are separated by Outlot A (defined in paragraph 1
(iv)(A)  above)
          and  by  the Alley (defined in paragraph 1 (iv)(B) above), as shown on
the  recorded
          plat  for First Addition to Fremont, now Cripple Creek, and the survey
(the  "Survey")
          of  the  Property  prepared by Alfred C. Kroeger of Teller County Land
Surveying,
          dated  September  23, 1999.  In order to gain a contiguity endorsement
("Contiguity
          Endorsement")  insuring  that Parcel 1 and Parcel 2 are not physically
separated:

(i)     fee  title  to  Outlot  A  will need to be obtained by the buyer through
acquisition,  quiet  title  action  or  other  appropriate  action  ("Outlot  A
Acquisition  Condition")  and

(ii)     the  Alley  will  need to be vacated so that title to the Alley becomes
vested  in  the  owner  of  Parcel  1  and  Parcel  2  ("Alley  Vacation")

If  the Outlot A Acquisition Condition (the Alley Vacation is not a condition of
this  Contract, provided, however, as set forth in the next subparagraph, Seller
agrees  to  cooperate  with the Buyer in the Buyer's efforts to obtain the Alley
Vacation)  has  not  been  satisfied  by  March  15,  2000.  then,  unless:

(i)     Buyer  waives  the  Outlot  A  Acquisition  Condition  or

(ii)     Buyer  extends  the  time  for satisfaction of the Qutlot A Acquisition
Condition,  as provided for in the next sentence, by written notice to Seller on
or  before  March  20,  2000,

this  Contract  shall  terminate and the earnest money deposit together with the
interest  earned  thereon  shall  be  returned  to  the  Buyer.


If  the  Outlot A Acquisition Condition has not been satisfied by March 15, 2000
and provided Buyer gives written notice to Seller on or before March 20, 2000 of
Buyer's election to extend the time for satisfaction of such condition, then the
time for satisfaction of the Outlet A Acquisition Condition shall be extended to
May  15,  2000  and  $18,500.00  of  the  earnest  money  deposit  shall  become
non-refundable.  In  the  event  of  such  extension,  the Closing Date shall be
extended  to  June  14,  2000.

     After  the mutual execution of this Contract by Seller and Buyer, the Buyer
shall,  with  reasonable  promptness  and  at the Buyer's expense, commence good
faith,  diligent  efforts  to  cause  the  Outlot  A Acquisition Condition to be
satisfied;  provided,  however, the determination of the amount of consideration
to  be paid for the acquisition of Outlot A or, if applicable, the determination
of  the  likelihood  of success in prevailing upon a quiet title action or other
appropriate  action  concerning Outlot A shall be reserved to and be made by the
Buyer,  in  the  exercise  of  the  Buyers sole discretion. The Seller agrees to
reasonably,  promptly  and in good faith cooperate with the Buyer at the Buyer's
expense  in  the  Buyer's  efforts:

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<PAGE>
(i)     to  satisfy  the  Outlot  A  Acquisition  Condition;  and

(ii)     to  obtain:

(A)     the  Alley  Vacation;  and

(13)     the  vacation  of  2nd  Street  (defined in paragraph 1 (iv)(C) above),

including,  without  limitation,  acting  as  the nominal p1aintiff in any quiet
title or other proceeding and/or acting as the nominal applicant in any vacation
application(s)  and/or  proceeding(s),  and, upon request of the Buyer, allowing
the  Buyer  to be substituted as plaintiff and/or applicant, as the case may be,
in  such  proceedings  and/or  application(s).

Costs  and  Indemnity.  Buyer  agrees to be responsible for all cost and expense
required  for  the  Outlot  A  Acquisition as contemplated herein, for the Alley
Vacation  and  the  vacation  of  2nd  Street.

     Buyer agrees to indemnify and save harmless Seller from all claims, losses,
expenses,  costs (including, without limitation, attorney fees) which Seller may
incur  or  suffer  as  a  result  of  the  steps  taken by Buyer in the Outlot A
Acquisition,  Alley  Vacation  and/or  the  vacation  of  2nd  Street.

     (d)     Special  Taxing  Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT
TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL
TAX  LEVIES  ON  THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS.  PROPERTY OWNERS IN
SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX
BURDENS  TO  SUPPORT  THE  SERVICING  OF  SUCH  DEBT  WHERE  CIRCUMSTANCES ARISE
RESULTING  IN  THE  INABILITY  OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS
WITHOUT  SUCH  AN  INCREASE  IN  MILL  LEVIES. BUYER SHOULD INVESTIGATE THE DEBT
FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH
DISTRICTS.  EXISTING  MILL  LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS,
AND  THE  POTENTIAL  FOR  AN  INCREASE  IN  SUCH  MILL  LEVIES.

     In  the  event the Property is located within a special taxing district and
Buyer desires to terminate this Contract as a result, if written notice is given
to  Seller on or before January 14, 2000, this Contract shall then terminate and
the  earnest  money deposit, together with the interest earned thereon, shall be
returned  to  the  Buyer.  If Seller does not receive Buyer's notice by the date
specified  above,  Buyer  accepts the effect of the Property's inclusion in such
special  taxing  district(s)  and  waives  the  right  to  so  terminate.

     (C)     RIGHT  TO  CURE.  If Seller receives notice of unmerchantability of
title  or  any other unsatisfactory title condition(s) as provided in subsection
(a)  or  (b)  above,  Seller  shall  use  reasonable  effort  to  correct  said
unsatisfactory  title condition(s) prior to the Closing Date. If Seller fails to
correct said unsatisfactory title condition(s) on or before the date of closing,
this  Contract shall then terminate and the earnest money deposit, together with
the  interest earned thereon, shall be returned to the Buyer; provided, however,
Buyer  may, by written notice received by Seller, on or before the Closing Date,
waive  objection  to  said  unsatisfactory  title  condition(s).

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<PAGE>
10.  INSPECTION.  Buyer  or  any  designee,  shall  have  the  right  to  have
inspection(s)  of  the  physical  condition,  including, without limitation, the
right  to cause an environmental site assessment of the Property to be conducted
at  Buyer's expense. If written notice of any unsatisfactory physical condition,
signed  by  or  on behalf of Buyer, is not received by Seller on or before March
15,  2000  (Objection Deadline), the physical condition of the Property shall be
deemed  to be satisfactory to Buyer. If such notice is received by Seller as set
forth  above,  and  if  Buyer  and  Seller  have  not  agreed,  in writing, to a
settlement  thereof  on  or  before  March  31, 2000 (Resolution Deadline), this
Contract  shall  terminate on April 5, 2000: unless, on or before April 5, 2000,
Seller  receives  written  notice  from  Buyer  waiving  objection  to  any
unsatisfactory  condition.  In  the  event  of  termination,  the  earnest money
deposit,  together  with  the  interest earned thereon, shall be returned to the
Buyer.

     Buyer shall carry out and conduct its inspections at such times and in such
a  manner that it will not interfere with or disrupt the operations and peaceful
enjoyment  of  the  property  by  the  Seller's  tenant  of  the  Property.

     Buyer  is  responsible for and shall pay for any damage which occurs in the
Property  as  a  result of inspection of the Property under paragraph 9(b) above
and/or  this  paragraph  10.  In  addition, Buyer shall indemnify, save and hold
Seller  and  the  Property  harmless and defend Seller and the Property from any
liens,  loss,  liability  or  expense,  including reasonable attorney's fees and
costs,  incurred  by  Seller,  or  any  claims  made  against  Seller and/or the
Property,  arising from the Buyer's inspecting the Property under paragraph 9(b)
above  and  this  paragraph  10.

11.  DATE  OF  CLOSING.  The  date  of  closing  shall be April 17, 2000, unless
extended  to  June  14,  2000,  as  provided  for  in  paragraph 9(c) above, (as
applicable  the  "Closing Date"), or by mutual agreement at an earlier date. The
hour  and  place  of closing sha1l be as designated by mutual agreement of Buyer
and  Seller.

12.     TRANSFER  OF  TITLE  Subject to tender or payment at closing as required
herein  and  compliance  by  Buyer  with  the other terms and provisions hereof,
Seller  shall execute and deliver a good and sufficient special warranty deed to
Buyer,  on closing, conveying the Property and those items of property described
in  subparagraph  (i)  and (ii) of paragraph 1 above free and clear of all taxes
except  the  general  taxes  for  the  year  of  closing, and except the matters
accepted  by the buyer as provided for in the remainder of this paragraph. Title
shall be conveyed free and clear of all liens for special improvements installed
as  of  the  date  of  Buyer's signature hereon, whether assessed or not; except

(i)     those  matters  reflected  by  the  Title Documents accepted by Buyer in
accordance  with  subsection  9(a);

(ii)     inclusion  of  the  Property  within  any  special taxing district; and

     (iii)     subject  to  building  and  zoning  regulations.

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<PAGE>
Provided, however, the matters described in clause (iii), immediately preceding,
shall  be  subject to the prior review and approval of Buyer, in the exercise of
its  sole  and  unfettered  discretion,  which  approval  shall  be  a condition
precedent  to  the Buyer's obligations hereunder. If written objection as to any
of  the  matters  described  in said clause, signed by or on behalf of Buyer, is
received  by  Seller  on  or  before  March  15,  2000, then this Contract shall
terminate  and  the  earnest  money  deposit,  together with the interest earned
thereon,  shall  be  returned  to  the  Buyer.

     Seller  shall  convey  to  Buyer  by  bargain  and  sale deed or quit-claim
assignment,  with  an after-acquired title clause, as applicable, those items of
property  described  in  subparagraphs  (iii)  and  (iv)  of  paragraph 1 above.

13.     PAYMENT  OF  ENCUMBRANCES.  Any encumbrance required to be paid shall be
paid  at  or  before  closing  from the proceeds of this transaction or from any
other  source

14.     CLOSING  COSTS,  DOCUMENTS  AND SERVICES. Buyer and Seller shall pay, in
Good  Funds,  their  respective closing costs and all other items required to be
paid  at  closing,  except  as otherwise provided herein, Buyer and Seller shall
sign  and  complete  all  customary  or required documents at or before closing.
Fees for real estate closing services shall not exceed $350.00 and shall be paid
at  closing  one-half  by  Seller  and  one-half  by  Buyer.

15.     PRORATIONS.  General  taxes  for the year of closing, based on the taxes
for  the  calendar  year immediately preceding closing, water and sewer charges,
shall  be  prorated  to  date  of  closing.  The  apportionment  shall be final.

16.     POSSESSION.  Possession  of  the Property shall be delivered to Buyer on
the  Closing  Date free of any leases, tenancies or occupancy rights, if Seller,
after  closing, fails to deliver possession on the date herein specified, Seller
shall  be  subject  to  eviction  and  shall be additionally liable to Buyer for
payment  of  $500.00 per day from the date of agreed possession until possession
is  delivered.

17.     CONDITION  OF  AND  DAMAGE  TO PROPERTY. Except as otherwise provided in
this  Contract,  the Property shall be delivered in the condition existing as of
the  date  of  this  Contract, ordinary wear and tear excepted. In the event the
property shall be damaged by fire or other casualty prior to time of closing, in
an amount of not more than ten percent of the total purchase price, Seller shall
be  obligated  to repair the same before the date of closing.  In the event such
damage  is not repaired within said time or if the damages exceed such sum, this
Contract  may  be terminated at the option of Buyer. If terminated by Buyer, the
earnest  money  deposit,  together  with  all  interest earned thereon, shall be
returned  to  Buyer.  Should Buyer elect to carry out this Contract despite such
damage,  Buyer  shall  he  entitled  to  credit  for  all the insurance proceeds
resulting  from  such  damage to the Property, not exceeding, however, the total
purchase  price.  Should service(s), if any, fail or be damaged between the date
of  this  Contract  and  the  Closing  Date, then Seller shall be liable for the
repair  or  replacement  of  service(s)  with  a  unit  of similar size, age and
quality,  or an equivalent credit, less any insurance proceeds received by Buyer
covering  such  repair  or  replacement.

18.     CONDEMNATION.  If  any  portion  of  the  Property  is  acquired, or any
proceedings  commenced to acquire the Property, by authority of any governmental
agency  in the exercise of its power of eminent domain or by private purchase in
lieu  thereof,  the  Buyer  may  elect,  at  its  sole  option,  either:

(i)     to  terminate  this  Contract  in  which case the earnest money deposit,
together  with  all  interest  carried thereon, shall be immediately returned to
Buyer  and  both  Seller and Buyer shall be released from further responsibility
hereunder;  or

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(ii)     to  waive  its  right  to terminate this Contract and to consummate the
transaction  contemplated hereby, in which case Seller shall assign to Buyer all
of  Seller's  right to receive the aware or other proceeds, if any, payable as a
result  of  such  exercise  of  the  power  of  eminent  domain.


19.     TIME  OF ESSENCE/REMEDIES. Time is of the essence hereof. If any note or
check  received as earnest money hereunder or any other payment due hereunder is
not  paid,  honoured  or
tendered  when  due,  or  if  any other obligation hereunder is not performed or
waived  as  herein  provided,  there  shall  be  the  following  remedies:

A.     IF  BUYER  IS  1N  DEFAULT:
All  payments  and  things  of value received hereunder, except for the interest
earned on the earnest money deposit, shall be forfeited by Buyer and retained on
behalf  of  Seller  and  both  parties  shall  thereafter  be  released from all
obligations  hereunder.  It is agreed that such payments and things of value are
LIQUIDATED  DAMAGES and (except as provided in subsection (c)) are SELLER'S SOLE
AND ONLY REMEDY for Buyer's failure to perform the obligations of this Contract.
Seller  expressly  waives  the  remedies  of specific performance and additional
damages.

B.     IF  SELLER  IS  IN  DEFAULT:
Buyer  may elect to treat this Contract as cancelled, in which case all payments
and  things  of value received hereunder shall be returned and Buyer may recover
such  damages  as  may  be  proper, or Buyer may elect to treat this Contract as
being  in  full  force  and  effect  and  Buyer shall have the right to specific
performance  or  damages,  or  both.


C.     COSTS  AND  EXPENSES:
Anything to the contrary herein notwithstanding, in the event of any arbitration
or  litigation arising out of this Contract, the arbitrator or court shall award
to  the  prevailing  party, an reasonable costs and expenses, including attorney
fees


20.     EARNEST  MONEY DISPUTE. Buyer and Seller agree that, in the event of any
controversy  regarding  the  earnest money and things of value held by broker or
closing  agent, unless mutual written instructions are received by the holder of
the  earnest  money  and  things  of value, broker or closing agent shall not be
required  to  take  any  action  but may await any proceeding, or at broker's or
closing  agent's  option  and  sale  discretion,  may interplead all parties and
deposit  any money or things of value into a court of competent jurisdiction and
shall  recover  court  costs  and  reasonable  attorney  fees.


21.     ALTERNATIVE  DISPUTE RESOLUTION: MEDIATION.  If a dispute arises between
the  parties  relating to this Contract, the parties agree to submit the dispute
to  mediation.  The parties will jointly appoint an acceptable mediator and will
share  equally  in  the cost of such mediator. If mediation proves unsuccessful,
the parties may then proceed with such other means of dispute resolution as they
so  choose.

22.     ADDITIONAL  PROVISIONS:

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(A)     NOTICES
     All  notices  hereunder  to  the respective parties shall he in writing and
shall  be  served  by depositing the same in the United States mail, first class
postage  prepaid,  certified  mail,  return  receipt  requested,  or air courier
service,  or  by  personal  delivery  or  facsimile  machine  to  the following:
               Seller:          Saskatchewan  Investments,  Inc.
                         6113  -  Harrowgate  Drive
                         Austin,  Texas  78759
                         Phone:  (512)  335-4816  Fax;  (512)  335-6844

with  a  copy  to:

David  M.  Manning,  Q.C.
C/o  Johnson  Ming  Manning
Barristers  and  Solicitors
4th  Floor  4945  -50  Street
Red  Deer.  Alberta  T4N  1Y1
Phone:  (403)  346-5591  Fax:  (403)  346-5599
Buyer:
WMCK  Venture  Corporation
Attention:     Peter  Hoetzinger,  Vice-Chairman
200  East  Bennett  Avenue
Cripple  Creek,  Colorado  80813
Phone:  (719)689-0333
Fax:  (719)  689-9700

with  Copies  to;

Bruce  A.  Kolbezen,  Esq.
Sherman  &  Howard  LLC
90  South  Cascade  Avenue,  Suite  1500
Colorado  Springs,  Colorado  80903
Phone:     (719)  448-4030
Fax:     (719)  635-4576

Any  notice to the Seller or Buyer shall be deemed to be given and effective the
date  hand-delivered  or  transmitted by facsimile machine (fax) or one business
day  after
deposit  with a commercial air courier service guaranteeing next day delivery or
three  (3)  days after deposit in the United States mail. A party may change its
place  for  receipt of any notice by delivering a notice of change of address to
the  other  parry  in  the  aforesaid  manner.
                                        9
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(B)     GENERAL  PROVISIONS.

1.     Subject to the provisions of this Contract, Seller and Buyer each reserve
the right to waive any of the conditions precedent to its respective obligations
as  set  forth  herein  which  conditions are inserted solely for the benefit of
Seller  or  Buyer,  as  the  case  may  be.

2          The  performance  and  interpretation  of  this  Contract  shall  be
controlled  by  the  laws  of  the  State  of  Colorado.

3.     This  Contract  may  not  be  amended  or  modified  except  by a written
instrument  executed  by  both  Seller  and  Buyer.

4.     If any term or provision of this Contract or an application thereof shall
be  invalid or unenforceable, the remainder of this Contract and the application
of  any  remaining  term  or  provision  shall  not  be  affected  thereby.

5.     Any  provision  of this Contract, which by its terms requires performance
or  observance,  subsequent  to  the time of closing, shall be deemed to survive
closing  and  continue  to  be  binding  upon  Seller  and  Buyer.

6.     Except  as  otherwise  provided  in  this  Contract, all representations,
covenants,  and  warranties contained in this Contract shall survive closing and
shall  not  be  merged  thereby.

7.     This  Contract  Constitutes  the entire agreement between the parties and
supersedes  all  prior  and  contemporaneous  agreements,  representations,  and
understandings  of  the  parties.


23.     TERMINATION.  In the event this Contract is terminated, all payments and
things  of  value  received hereunder shall be returned and the parties shall be
relieved  of  all  obligations  hereunder,  subject  to  Section  20.


24.     NOTICE  OF  ACCEPTANCE:  COUNTERPARTS. This proposal shall expire unless
accepted  in  writing,  by  Buyer  and  Seller, as evidenced by their signatures
below,  and  the  offering party receives notice of such acceptance on or before
December  7, 1999 (Acceptance Deadline). If accepted, this document shall become
a  contract between Seller and Buyer. A copy of this document may be executed by
each  party,  separately,  and when each party has executed a copy thereof, such
copies taken together shall be deemed to be a full and complete contract between
the  parties.  Delivery  by  facsimile of a party's counterpart of this Contract
shall  be  effective  as  delivery  of  an  original  contract.

BUYER.

WMCK  VENTURE  CORPORATION,
a  Delaware  corporation
By:  /s/  Erwin  Haitzmann
     ---------------------

Erwin  Haitzmann,  Chief  Executive  Officer

Date  of  Buyer's  signature  December  3,  1999

SELLER

SAKATCHEWAN  INVESTMENTS,  INC.
A  Texas  corporation

By:  /s/  V.  G.  Walls
     ------------------
Name:  V.  G.  Walls
Its:  President

Date  of  Seller's  signature  December  6,  1999
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