EXHIBIT 10.89

                      ASSUMPTION AND MODIFICATION AGREEMENT
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THISASSUMPTION  AND  MODIFICATION  AGREEMENT
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("Agreement")  is  made  and entered into this 7th day of February. 2000, by and
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between  MARCIE  I. ELLIOTT ("Elliott") and WMCK VENTURE CORPORATION, a Delaware
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corporation  ("Optionee").
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                                    RECITALS:
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1.     ROBERT  J.  ELLIOTT  ("Optionor"),  as  owner in fee of that certain real
property  ("Real  Property") located in the County of Teller, State of Colorado,
more  particularly  described in Exhibit A attached hereto, and the improvements
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and  fixtures  thereon  ("Improvements") (the Real Property and Improvements are
collectively  called  the  "Property"),  and  Optionee,  properly  executed  and
delivered  that  certain  Option Agreement ("Option Agreement"), dated March 25,
1999,  pursuant to which Optionor granted to Optionee the option to purchase the
Property  upon  the  terms  and  conditions  set  forth in the Option Agreement.

2.               Optionor  and  Optionee  properly  executed  and delivered that
Memorandum  of  Option  to  Purchase  ("Memorandum of Option") in respect to the
Option  Agreement,  which was recorded on March 31, 1999 at Reception No. 489749
of  the  Teller  County,  Colorado  real  estate  records.

3.               Optionor  is  now  deceased.  Pursuant  to  the  terms  of  the
Optionor's  last  will  and  testament,  Elliott  shall be appointed as personal
representative  of  the  estate  of the Optionor (the "Estate") and the Property
shall  be  conveyed from the Estate to Elliott by personal representative's deed
("Personal  Representative's  deed"),  subject  to  the  Option  Agreement.

4.               Pursuant to the terms and conditions of this Agreement, Elliott
and  Optionee  have  mutually  agreed  to  (a)  the assumption by Elliott of the
Optionor's  obligations  under  the Option Agreement and (b) the modification of
the  Option  Agreement  as  provided  for  in  this  Agreement.


NOW,  THEREFORE, in consideration of the execution of this Agreement, the mutual
promises  contained  herein1  and  other  good  and  valuable consideration, the
receipt  and  sufficiency  of which is hereby acknowledged, the parties agree as
follows:

1.          Elliott agrees to proceed promptly, diligently and in good faith (a)
to  accomplish  her  appointment  as  personal representative of the Estate and,
promptly  after  such appointment, (b) to cause letters testamentary, evidencing
Elliott's appointment as personal representative of the Estate to be recorded in
the Teller County real estate records, (c) to execute, deliver and record in the
Teller  County  real estate records the Personal Representative's Deed conveying
the  Property to Elliott and (d) to take such other actions as may be reasonably
necessary  to  accomplish  such  appointment  and  conveyance.
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     Optionee  agrees  to  proceed  promptly,  diligently  and  in good faith to
accomplish  the  condition  under  Section  4(d)  below,  relating  to the Title
Commitment,  unless  waived  by  Optionee.

2.     Effective  upon  the Effective Date (defined in Section 4 below), Elliott
hereby  irrevocably and unconditionally assumes, covenants, promises and agrees:

(a)  to  perform each and every covenant, agreement and obligation in the Option
Agreement  be performed by Optionor; (b) that the representations and warranties
of  the Optionor are ratified as her own; and (c) to be bound by each and all of
the  terms and conditions of the Option Agreement as though the Option Agreement
had  originally  been  made, executed and delivered by Elliott, as the Optionor.

3.     Effective  upon  the  Effective  Date  (as  defined  in Section 4 below),
Elliott  and  Optionee  agree  that  the Option Agreement shall be and hereby is
modified  as  follows:

a.     Article  II and Article III of the Option Agreement shall be modified and
restated  in  their  entirety  as  follows:

                                   ARTICLE II
                           TERM AND MANNER OF EXERCISE
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     2.1     (a)  The Option shall be exercisable by Optionee at any time during
the  initial  period  commencing April 1, 1999 and terminating at 12:00 midnight
Cripple  Creek time on March 31, 2000 (the "Initial Option Period") and provided
the  Option is extended as set forth in Section 2.1(b) below, at any time during
the  extended  period commencing April 1, 2000 and terminating at 12:00 midnight
Cripple  Creek time on March 31, 2004 (the "Extended Option Period"), by written
notice  delivered by the Optionee to Optionor in the manner set forth in Section
19.8  hereof  prior  to  the expiration of the Initial Option Period or Extended
Option  Period,  as  applicable.  If Optionee fails to exercise the Option on or
before  the  last  date applicable for such exercise specified above, the Option
and  this  Agreement  shall  be null and void and of no further force or effect.

          (b)     The  Option  may be extended for the Extended Option Period by
written  notice delivered by the Optionee to Optionor in the manner set forth in
Section  19.8  hereof  prior  to the expiration of the Initial Option Period and
payment  by  the  Optionee to Optionor of the sum of Fifteen Thousand and No/l00
Dollars  ($15,000.00)  as  provided  for  in  Section  3.1(b)  below.



                                   ARTICLE III
     OPTION  CONSIDERATION
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3.1     (a)  As  consideration for the Option, during the Initial Option Period,
the  Optionee  shall  pay  to  the  Optionor  the sum of Ten Thousand and No/100
Dollars  ($10,000.00) on April 1, 1999, and One Thousand Five Hundred and No/100
Dollars  ($1,500.00) per month during the Initial Option Period, commencing with
the  month  of  April,  1999.
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(a)     As  consideration for the Extended Option Period, the Optionee shall pay
to  the  Optionor the sum of Fifteen Thousand and No/100 Dollars ($15,000.00) by
no  later  than  March  31,  2000.  As  consideration for the Option, during the
Extended  Option Period, the Optionee shall pay to the Optionor Two Thousand and
No/100  Dollars  ($2,000.00)  per  month  thereafter  during the Extended Option
Period,  commencing  with  the  month  of April, 2000. In addition, provided the
Option has not been previously exercised, the Optionee shall pay to the Optionor
the  sum  of  Twenty-Five  Thousand and No/100 Dollars ($25,000.00) on March 31,
2001.

(b)     The  monthly  payments during the Initial Option Period and the Extended
Option  Period,  if applicable, shall be paid by the Optionee to the Optionor by
the  tenth  (10th)  day of the applicable month by check. In the event a monthly
payment  is  not  received by the Optionee by the tenth (10th) of the month, the
Optionor  shall  provide  the  Optionee  with  written notice of the same in the
manner  set  forth  in  Section 19.8 and provided that the Optionor receives the
applicable  payment  within  ten (10) days of Optionee's receipt of such notice,
together with a late charge ("Late Charge") in the amount of five percent (5.0%)
of  the  late  payment,  this  Option  shall  continue in full force and effect.

(c)     Such  monthly  payments  shall  be  due  and  payable during the Initial
Option  Period  or  Extended  Option  Period  through  the effective date of the
Optionee's  exercise  of  the  Option,  but  not  thereafter.  In the event such
effective  date  is  a  day  other  than  the  last day of the month, the option
consideration  for  such  month  shall be prorated through the effective date of
such  exercise.

3.2     In the event Optionee elects to exercise the Option, fifty percent (50%)
of  all  monies paid by the Optionee to Optionor under Section 3.1 above, except
Late  Charges,  if  any,  shall  be  credited  against the Purchase Price of the
Property  set  forth  in  Section  4  below.

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     b.     The  notice  address for the Optionor, which appears in Section 19.8
of  the  Option  Agreement  is  amended  to  read  as  follows:

Marcie  I.  Elliott
     247  East  Bennett  Avenue
Cripple  Creek,  Colorado  80813


     With  a  copy  to:
     -------------  --
Tyler  D.  Kraemer,  Esq.
Kraemer,  Kendall  &  Benson
430  North  Tejon,  Suite  300
     Colorado  Springs,  CO  80903-1167

     4.     The  "Effective  Date"  shall be the date upon which the last of the
following  conditions  has  been  satisfied:  (a)  Elliott  shall have been duly
appointecf  as  personal  representative of the Estate, (b) letters testamentary
shall have been issued, evidencing such appointment, and such letters shall have
been recorded in the Teller County real estate records, (c) Elliott, as personal
representative  of  the  Estate,  shall have executed and delivered the Personal
Representative's Deed conveying the Property from the Estate to Elliott and such
Personal  Representative's  Deed  shall  have been recorded in the Teller County
real  estate records and (d) unless waived in writing by the Optionee, the Title
Commitment  (as  defined in Section 5.1 of the Option Agreement) shall have been
endorsed,  at  the Optionee's expense, (i) to show, in Paragraph 3 of Schedule A
of  the  Title Commitment, that Elliott is the owner of the Property and (ii) to
show  the  Option  Agreement,  as modified by this Agreement, as an exception in
Schedule  B  -  Section  2  of  the  Title  Commitment.

     Elliott  and  Optionee  agree that Sections 2 and 3 of this Agreement shall
become  effective  upon the occurrence of the Effective Date. Under the terms of
the modified Article III (set forth in Section 3 above) from and after March 31,
2000,  Option  consideration  is  payable  by the Optionee to Elliott in amounts
which are in excess of the consideration payable under Option Agreement prior to
modification. The parties anticipate that the Effective Date will occur prior to
March  31, 2000. Nonetheless, in the event the Effective Date occurs after March
31, 2000, the parties agree that any Additional Option Consideration (as defined
below)  shall be paid by the Optionee to Elliott within fifteen (15) days of the
Effective  Date.  "Additional Option Consideration" shall be the amount which is
equal to (a) the Option consideration payable, up to and including the Effective
Date,  under  the  modified Article III minus (b) the Option consideration which
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has  been  paid,  up to and including the Effective Date, by the Optionee to the
Estate  under  Article  III  of  the  Option  Agreement  without  modification.

5.     Promptly  after  the  occurrence  of  the  Effective  Date (as defined in
Section  4  above), the parties agree to execute a Memorandum of Modification of
Option  to  Purchase,  in  the  form  and  content  as Exhibit B, which shall be
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recorded  in  the  Office  of  the  County  Recorder of Teller County, Colorado.

6.     This  Agreement  is a modification only and shall relate back to the date
of  the  execution  and delivery of the Option Agreement and, except as provided
herein,  all of the terms and conditions of the Option Agreement shall remain in
full  force  and  effect.  Elliott  and  Optionee  ratify  and  confirm  the
enforceability  of the Option Agreement as assumed by Elliott, as if Elliott was
the  original  Optionor,  and  modified  by  this  Agreement.
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7.     This  Agreement  may  be executed in counterparts, each of which shall be
deemed  to  be  an original, and such counterparts shall together constitute but
one  and  the  same  agreement.

IN WITNESS WHEREOF, Elliott and Optionee have executed this Agreement on the day
and  year  first  above  written.

                                   "OPTIONEE"

WMCK  Venture  Corporation,  a  Delaware  corporation


                            By: /s/ Peter Hoetzinger
                         Name:     Peter  Hoetzinger
          Its:     Director


                                    "ELLIOTT"

 /s/  Marcie  I.  Elliott
                    Marcie  I.  Elliott

STATE  OF  COLORADO  )
                                      ) ss.
COUNTY  OF     )

     The  foregoing  instrument  was  acknowledged  before  me  this  7th day of
February,  2000, by Peter Hoetzinger, as Director of WMCK Venture Corporation, a
Delaware  corporation.

     WITNESS  my  hand  and  official  seal.

[SEAL]
                    /s/  Lori  Gray
                    Notary  Public

STATE  OF  COLORADO  )
)  ss.
COUNTY  OF     )

     The  foregoing  instrument  was  acknowledged  before  me  this  7th day of
February,  2000,  by  Marcie  I.  Elliott.

WITNESS  my  hand  and  official  seal.
     My  commission  expires:

     /s/LORI  GRAY

     NOTARY  PUBLIC
[SEAL     STATE  OF  COLORADO

                                    EXHIBIT A



             Lot 32, Block 16, Freemont (now Cripple Creek), Teller
County,  Colorado,  together  with  all  easements,  rights  of  way,  licenses,
privileges,  hereditaments  and  appurtenances  thereto.

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