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                                                                    EXHIBIT 10.2

                    [DENVER COUNTY CLERK AND RECORDER STAMP]

                                  DEED OF TRUST

         THIS DEED OF TRUST is made effective the 15th day of December, 2000,
between by Real Estate Opportunities, Inc., a Colorado Corporation, whose
address is: 3225 East 2nd Avenue, Denver, Colorado 80206 (herein called
"Grantor"), and the Public Trustee of the County and State of Colorado, in which
the below-described property is located.

The Grantor in order to secure Grantor's obligations under six (6) separate
promissory notes, (which together with Grantor's obligations under this Deed of
Trust is hereinafter called "Obligation") bearing even effective date herewith
in the accumulative amount of $140,000.00, payable to the order of:

     o    Robert M. Singer in the amount of $38,085.00, and

     o    Thomas Vesey in the amount of $39,396.00, and

     o    Edward A. Herber in the amount of $15,000.00, and

     o    Shirley Herber in the amount of $15,000.00, and

     o    Color-Spec Technologies, Inc, in the amount of $20,000.00, and

     o    Asset Realization, Inc. in the amount of $12,519.00,

All of the above six (6) promissory notes payable in care of: Platinum Financial
Fund, LLC at 3225 East 2nd Avenue, Denver, Colorado 80206 (hereinafter called
"Beneficiary"), plus interest as separately established in each of the above six
(6) promissory notes after December 15, 2000 (U.S.), payable with all charges,
fees and interest according to the terms of said Obligation with the balance due
and payable in full on or before June 15, 2001, and being desirous of securing
payment of the aforesaid Obligation, does hereby grant and convey unto the
Public Trustee the following-described property, situate in the City and County
of Denver, State of Colorado, to wit:

The West 50 feet of the East 75 feet of Lots 22, 23 and the West 50 feet of the
East 75 feet of the South 10 feet of Lot 21, Block 17, COLFAX AVENUE PARK
SUBDIVISION;

and


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Also the West 50 feet of the South 10 feet of Lot 21, and the West 50 feet of
Lots 22 and 23, Block 17, COLFAX AVENUE PARK SUBDIVISION, together with all
rights, benefits and easements reserved and granted to Grantor in deed recorded
in Book 3507 at Page 458 in the office of the recorder of the City and County of
Denver and subject to reservation of the West 50 feet of the South 10 feet of
said Lot 21 as an alley, and subject to all obligations contained in agreement
between James D. Carlton and Samuel Reed, recorded in Book 3982 at Page 319 in
the office of said recorder, also being known and numbered as 3201 - 3215 East
Colfax Avenue, Denver, Colorado, as described in Book 2171 at Page 314 in the
office of said recorder

A strip of land off the West side of the East 25 feet of Lots 22 and 23, Block
17, COLFAX AVENUE PARK SUBDIVISION, described as:

Beginning at a point on the North line of Colfax Avenue, 25 feet West of the
Southeast corner of said Lot 23, thence North and parallel with the East line of
Steele Street a distance of 50 feet, more or less, to the North line of said Lot
22, thence East along the North line of said Lot 22, a distance of .07 feet,
thence in a Southerly direction a distance of 50 feet, more or less, to a point
on the North line of said Colfax Avenue, which point is .04 feet East of the
Place and Beginning; thence West along the North line of Colfax Avenue .04 feet
to the Point of Beginning, City and County of Denver, State of Colorado.

a/k/a 3201 East Colfax Avenue, Denver, Colorado.

         TO HAVE AND TO HOLD the same, together with all buildings, fixtures,
and improvements thereon and all water, irrigation, drainage reservoir or ditch
rights, however evidenced, rights of way, easements, rents, issues, profits,
income, tenements, hereditaments, privileges and appurtenances, connected
therewith, now or hereafter used or enjoyed with said property, or any part
thereof, subject to the right, power and authority hereinafter given to and
conferred upon the Beneficiary to collect and apply such rents, issues, and
profits; in trust nevertheless, that in case of default in the payment or the
performance of any terms of said Obligation, or any indebtedness owed
Beneficiary, or in the performance of any covenants herein or any default on any
other instrument securing the balance due, then upon the Beneficiary filing
notice of election and demand for sale, said Public Trustee, after advertising
notice of said sale weekly, for not less than four weeks, in some newspaper of
general circulation in said County, shall sell said property in the manner
provided by law in effect at the time of filing said Notice, in whole or in
parcels, at public auction, for cash at any proper place designated in the
Notice of Sale. Out of the proceeds of said sale, said Pubic Trustee shall,
after retaining or paying first all fees, charges and costs of making said sale
and advertising said property, and attorney's fees as herein provided, pay to
the Beneficiary, or the legal holder of the Obligation, the amount of such
indebtedness with interest thereon at the default rate set forth in the
Obligation, and all moneys


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advanced by the Beneficiary or legal holder of the Obligation for insurance,
repairs, taxes and assessments, with interest thereon at the default rate
specified therein, rendering the overplus, if any, unto the Grantor; and after
the expiration of the time of redemption, said Public Trustee shall execute and
deliver to the holder of the certificate of Purchase a deed or deeds to the
property sold. Such deed or deeds shall be a perpetual bar against any claim of
the Grantor, Grantor's heirs and assigns, in law or in equity, arising
therefrom. The Beneficiary may purchase said property or any part thereof at
such sale.

         The Grantor covenants and agrees that at the time of delivery of these
presents, the Grantor is the owner of record of said property in fee simple, and
has good rights, full power and lawful authority to grant, bargain, sell and
convey the same in the manner and form as aforesaid; hereby fully and absolutely
waiving all rights to have any assets marshaled, all rights and claims the
Grantor may have in or to said lands, tenements, and property such as a
Homestead Exemption, or other exemption, under and by virtue of any bankruptcy
law or other federal or state law, now existing or which may hereafter be passed
in relation thereto and that the same are free and clear of all liens and
encumbrances whatsoever, except real estate taxes not yet due and payable and
association fees not yet due and payable, and that the Grantor shall and will
warrant and forever defend the above bargained property in the quiet and
peaceable possession of the Public Trustee against all and every person or
persons lawfully claiming or to claim the whole or any part thereof.

         And that during the continuance of said Obligation or any part thereof,
the Grantor will pay all taxes and assessments levied on said property; all
amounts due on prior encumbrances, if any; will not allow the property to be
placed into receivership; will keep said property in good condition and repair;
will not commit or permit waste thereof; will keep all property that may at any
time be on said property, insured with comprehensive general public liability
insurance and against loss from business interruption, fire, vandalism,
malicious mischief, and other physical damage included within the term "extended
coverage," in such company or companies as the holder of said Obligation may,
from time to time, direct, such policies providing for full replacement cost
coverage,


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and providing for co-insurance only if the full insurable value of the property
is based upon appraisals and reappraisals made at intervals of not more than
three (3) years by appraisers satisfactory to Beneficiary, with loss, if any,
payable to the Beneficiary hereunder, as her interests may appear; and will
deliver the policy or policies of insurance in the Beneficiary hereunder as
further security for the aforesaid Obligation.

         If all or any part of the property or an interest therein, including a
possessory interest, is sold, leased, or transferred by Grantor without
Beneficiary's prior written consent, excluding (a) the creation of a lien or
encumbrance subordinate to this Deed of Trust, or (b) a transfer by devise,
descent or by operation of law upon the death of a joint tenant, Beneficiary, at
Beneficiary's option, may declare the Obligation to be immediately due and
payable. Beneficiary shall have waived such option to accelerate if, prior to
the sale or transfer, Beneficiary and the person to whom the property is to be
sold or transferred reach an agreement in writing that the credit of such person
is satisfactory to Beneficiary and that the interest payable on the Obligation
shall be at such rate as Beneficiary shall request.

         Beneficiary shall have all of the right, title and interest of Grantor
in any insurance policies and unearned premiums thereon if the property is sold
by the Public Trustee hereunder or if Beneficiary acquires title to the
property, and in any proceeds resulting from any damage to the property prior to
such sale or acquisition. No application of insurance proceeds hereunder shall
extend or postpone the due dates or the amount of any installments scheduled
under the Obligation secured by this Deed of Trust.

         The principal of the Funds shall be held in a separate account by the
Lender in trust for the benefit of the Grantor and deposited in an institution
the deposits or accounts of which are insured or guaranteed by a federal or
state agency. Beneficiary shall apply the Funds to pay said taxes, assessments
and insurance premiums. Beneficiary may not charge for so holding and applying
the Funds, analyzing said account or verifying and compiling said assessments
and bills. Beneficiary shall not be required to pay Grantor any interest or
earnings on the Funds. The Funds are pledged as


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additional security for the sums secured by this Deed of Trust.

         In case of the failure of the Grantor to insure and deliver the
policies of insurance or to pay such taxes or assessments or amounts due or to
become due, or to make such advances as are a proper cost or expense of
preserving, repairing, and maintaining the property, then the holder of said
Obligation may procure such insurance, or pay such taxes or assessments or
amounts due under prior encumbrances; and all moneys thus paid, with interest
thereon at the default rate set forth in said Obligation, or any other advances,
shall become additional indebtedness secured by this Deed of Trust and shall be
paid out of the proceeds of the sale of the property, if not otherwise paid by
the Grantor; and the Beneficiary may for such failure to insure and deliver such
insurance policies or to pay such taxes or assessments or amounts due or to
become due declare a violation of this covenant and agreement.

         Grantor represents and warrants that there are no judicial or
administrative actions, suits or proceedings, including without limitation
condemnation proceedings, pending or threatened against, affecting, concerning,
or related in any way, to the property by any person or entity. In the event
Beneficiary incurs attorney's fees and/or costs as a result of having been the
Beneficiary under this Deed of Trust, Grantor shall be in default. Additionally,
all of said attorney's fees and costs shall be added to the amounts otherwise
owing to Beneficiary, and Grantor shall be liable for payment of the same.
Nothing in this paragraph, however, shall be deemed to limit Beneficiary's
remedies against Grantor.

         AND THAT IN CASE OF ANY DEFAULT, whereby the right of foreclosure
occurs hereunder, the Public Trustee or the holder of said Obligation or
Certificate of Purchase, shall at once become entitled to the possession, use
and enjoyment of the property, and to the rents, issues and profits thereof,
from the accruing of such right and during the pendency of foreclosure
proceedings and the period of redemption, if any there be; and such possession,
use, enjoyment, rents, and issues and profits shall at once be delivered to the
Public Trustee or the holder of said Obligation or Certificate of Purchase on
request, and on refusal, the delivery of such


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possession may be enforced by the Public Trustee or the holder of said
Obligation or Certificate of Purchase by any appropriate civil suit or
proceeding, and the Public Trustee, or the holder of said Obligation or
Certificate of Purchase shall be entitled to a Receiver for said property, and
of the rents, issues and profits thereof, after such default, inducting the tine
covered by foreclosure proceedings and the period of redemption, if any there
be, and shall be entitled thereto as a matter of right without regard to the
solvency or insolvency of the Grantor or of the then owner of said property and
without regard to the value thereof, and such Receiver may be appointed by any
court of competent jurisdiction upon ex parte application arms without notice
and all rents, issues and profits, income and revenue therefrom shall be
applied by such Receiver to the payment of the Obligation hereby secured,
according to law and the orders and directions of the court. If at such time as
Beneficiary is entitled to possession of the property for or after foreclosure,
Beneficiary must bring action to gain possession of the property from Grantor or
any person claiming under Grantor, or to have a Receiver appointed, Grantor
agrees to pay to Beneficiary the reasonable costs and attorney's fees incurred
by Beneficiary thereby.

         In case of default in any of said payments of principal, interest or
other amounts due according to the terms of said Obligation, or any of them, or
any part thereof, or in case of default in any other instrument securing the
balance due, or of a breach or violation of any of the covenants or agreement
herein made by the Grantor, then and in that case the whole of said principal
sum hereby secured, and the interest thereon to the time of sale, and all other
sums secured hereby may at once, at the option of tile legal holder thereof,
become due and payable, and the said property be sold in the manner and with the
same effect as said indebtedness had matured. If foreclosure be made a
reasonable attorney's fee for services in connection with said foreclosure
proceedings shall be allowed and the cost of the foreclosure shall include, but
not be limited to, the expense of an appraisal and any environmental inspections
deemed necessary by the Beneficiary.

         The Beneficiary will cooperated with any zoning or other
reclassification of the ownership of the real property secured by this deed of
trust, without delay or objection, so long as the


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security position is superior to any other lien, except for general taxes and
other matters of record.

         All obligations of Grantor are joint and several. The term
"Beneficiary" shall mean the holder of the Obligation secured hereby. The
singular as used herein includes the plural and the plural as used herein
includes the singular.

         IN WITNESS WHEREOF, the Grantor has hereunto set its hand and seal the
day and year first above written.


GRANTOR:

Real Estate Opportunities, Inc., a
Colorado Corporation,



By:

/s/ F. JEFFREY KRUPKA
------------------------------------
F. Jeffrey Krupka, its president



STATE OF COLORADO             )
                              ) ss.
CITY AND COUNTY OF DENVER     )

         The above and foregoing instrument was acknowledged before me this 15th
day of December, 2000, by F. Jeffrey Krupka, in his capacity as President of
Real Estate Opportunities, Inc., a Colorado Corporation.

WITNESS my hand and official seal.      My Commission Expires May 20, 2004

                                                         [NOTARY STAMP]

My commission expires:

                                        /s/ CYNTHIA KETTL
                                        -----------------------------------
                                        Notary Public