Exhibit 10.80
Option to Purchase Real Property  dated March 25, 1999, by and between Robert J.
Elliott and WMCK Venture Corp.









<PAGE>

                                OPTION AGREEMENT
                                ----------------
         THIS OPTION AGREEMENT  ("Agreement") is entered into as of the 25th day
of March,  1999, by and between ROBERT J. ELLIOTT  ("Optionor") and WMCK Venture
Corporation, a Delaware corporation ("Optionee").

                                    Recitals
                                    --------
         A.  Optionor is the 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  and  fixtures
thereon  ("Improvements")  (the Real Property and  Improvements are collectively
called the "Property").
                 
         B.  Optionor  desires to grant to Optionee  an option to  purchase  the
Property upon the terms and conditions set forth herein, and Optionee desires to
acquire such option.
            
         NOW THEREFORE,  IN  CONSIDERATION of the mutual  agreements  herein set
forth,   and  other   valuable   consideration,   receipt  of  which  is  hereby
acknowledged, the parties hereby agree as follows:
                                                
                                   ARTICLE I
                                 GRANT OF OPTION   
                                 ---------------
         Optionor hereby grants to Optionee the exclusive option to purchase the
Property upon all of the terms,  covenants and  conditions set forth herein (the
"Option").
                                   ARTICLE II
                           TERM AND MANNER OF EXERCISE
                           ---------------------------
         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, 2001 (the "Extended Option Period"),  by written
notice  delivered by the Optionee to Optionor in the manner set forth in Section

<PAGE>

19.9 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 19.9 hereof prior to the  expiration  of the Initial  Option  Period and
payment  by the  Optionee  to  Optionor  of the sum of Ten  Thousand  and No/100
Dollars ($10,000.00) as provided for in Section 3.1(b) below.
                                              
                                   ARTICLE III
                              OPTION CONSIDERATION
                              --------------------
         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.

               (b) As consideration  for the Option,  during the Extended Option
Period,  the  Optionee  shall pay to the  Optionor  the sum of Ten  Thousand and
No/100 Dollars ($10,000.00) by no later than March 31, 2000 and One Thousand and
No/100  Dollars  ($1,000.00)  per month  thereafter  during the Extended  Option
Period, commencing with the month of April, 2000.
                         
<PAGE>

               (c) 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 17.9 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.
                    
               (d) 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.
                                              
                                   ARTICLE IV
                                 PURCHASE PRICE
                                 --------------
         4.  Subject to the  credit  provided  for in Section  3.2 above and the
prorations  provided  for in Section 11 below,  the  purchase  price  ("Purchase
Price") to be paid by the Optionee to the Optionor for the Property shall be One
Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) payable in good
funds at closing.

<PAGE>
                                              
                                    ARTICLE V
                                  TITLE MATTERS
                                  -------------
         5.1  Attached  hereto as Exhibit B is a title  commitment  (the  "Title
Commitment"),  issued by Security Title  Guaranty  Company  ("Title  Agent") for
First American Title  Insurance  Company ("Title  Insurer")  showing the current
state of title of the Property. Optionee hereby approves such state of title, as
shown  in the  Title  Commitment,  with the  deletion  of the  standard  printed
exceptions and as such Title Commitment has been marked, if at all, by Optionee.
The title  exceptions  shown in the Title  Commitment,  excluding  the  standard
printed  exceptions and excluding any other  exceptions  marked out on the Title
Commitment by Optionee, are called "Approved Title Exceptions."
                 
         5.2 Optionee's fee title to the Property shall be insured at closing by
an ALTA owner's extended  coverage policy of title insurance to be issued by the
Title  Insurer  for  the  amount  of the  Purchase  Price  and  containing  such
endorsements as Optionee may require (collectively the "Title Policy"),  showing
title vested in Optionee subject only to:
                           
               (a)  Non-delinquent  real  property  taxes  and free and clear of
special assessments, if any; and
                          
               (b) Approved Title Exceptions, as described above.
                  
         5.3 Optionor  agrees that it will not create any  encumbrance,  lien or
other  matter which would  affect or encumber  title to the Property  during the
term of  this  Option  Agreement.  In the  event  that  any  matter  other  than
non-delinquent real estate taxes or an Approved Title Exception affects title to
the Property prior to closing and Optionee objects thereto,  Optionor shall have
an  additional  60 days in which to discharge  such matter or  otherwise  obtain
affirmative  insurance for Optionee as provided herein.  If any matter affecting

<PAGE>

title has been  created  through no fault of  Optionor  (but only if such matter
materially  affects title and Optionee  elects not to purchase the Property as a
result  thereof),  Optionor shall refund to Optionee all sums paid hereunder for
this Option, excluding Late Charges, if any.
                 
         5.4 Within sixty (60) days of the date of this Agreement, the Optionor,
at its expense,  shall cause an Improvement  Location Certificate ("ILC") of the
Property to be made and certified to the  Optionee,  by a surveyor duly licensed
in the State of Colorado and  reasonably  acceptable to the  Optionee.  Optionee
shall have a period of thirty (30) days following receipt of the ILC ("Objection
Deadline") to deliver written objection ("Objection"),  if any, to the Optionor,
in the manner set forth in Section 19.9  hereof,  concerning  any  encroachments
and/or  areas of concern  disclosed  by the ILC. If such  Objection  is made and
Optionor and Optionee  have not agreed,  in writing,  to the  resolution  of the
Objection  on or before the date which is thirty  (30) days after the  Objection
Deadline  ("Resolution  Deadline"),  this  Agreement  shall  terminate  five (5)
calendar days following the Resolution  Deadline;  unless,  within such five (5)
calendar day period  Optionor  receives  written  notice from  Optionee,  in the
manner set forth in Section 19.9 hereof, waiving such Objection.

         In the event no Objection is made or, if made,  the Objection is waived
by the Optionee,  the encroachments and/or areas of concern disclosed by the ILC
shall be deemed to be Approved Title Exceptions.

         If  Objection  is made and this  Agreement  terminates  under the first
subparagraph  of this  Section 5.4,  Optionor  shall refund to Optionee all sums
paid hereunder for this Option, excluding Late Charges, if any.
                                                
<PAGE>

                                   ARTICLE VI
                           INSPECTIONS-ZONING MATTERS
                           --------------------------
         6.1 From and after the date of this Agreement,  Optionee shall have the
right at  Optionee's  sole cost and expense to enter onto the  Property  (either
through its employees or designated  agents and  representatives)  at reasonable
times and in a reasonable  manner after giving reasonable notice to Optionor for
the purpose of making such inspections as Optionee deems necessary in connection
with this Agreement;  provided that Optionee shall, if requested by Optionor, be
accompanied  by Optionor's  employees in connection  with any  inspection of the
Property,  and shall not make any physical  alteration  to the Property  without
first securing the written consent of Optionor.  Optionor shall not unreasonably
withhold or delay its consent to such right to enter by Optionee.
                  
         6.2  Optionor  agrees  to join with  Optionee  in any  applications  to
governmental authorities for modifications to land use regulations affecting the
Property so long as Optionee pays all expenses incurred in connection  therewith
and such  modification  does not  adversely  affect  Optionor's  present use and
occupation of the Property.
                  
         6.3 Optionee shall indemnify and hold Optionor  harmless from any loss,
liability,   expense  or  damage  (including   reasonable  attorneys'  fees)  in
connection with any such inspections and applications.
                                               
                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------
         7.1 As an inducement to Optionor to enter into this Agreement, Optionee
represents,  warrants and  covenants  that it is a corporation  duly  organized,

<PAGE>

validly  existing  and  in  good  standing  under  the  laws  of  its  state  of
incorporation;  that it has the corporate power and authority to enter into this
Agreement,  and to consummate the transaction  herein  contemplated and that the
execution and delivery hereof and the performance by Optionee of its obligations
hereunder  will not violate or constitute an event of default under the terms or
provisions of any agreement, document or instrument to which Optionee is a party
or by which Optionee is bound.
                 
         7.2 As an inducement to Optionee to enter into this Agreement, Optionor
represents, warrants and covenants as of the date hereof as follows:
                           
               (a)  Optionor  has all  requisite  authority  and capacity to (i)
enter into this Option Agreement,  and (ii) sell the Property. The execution and
delivery  hereof and the  performance by Optionor of its  obligations  hereunder
will not  violate  or  constitute  an event  of  default  under  the  terms  and
provisions of any agreement, document or instrument to which Optionor is a party
or by which Optionor is bound;
                           
               (b) This Agreement is a valid and binding obligation of Optionor;
                           
               (c)  There  are and  shall  be no  leases,  subleases,  licenses,
tenancy or occupancy  agreements,  service  contracts,  union contracts or other
agreements  to which  Optionor  or the  Property  is bound,  whether  written or
unwritten,  covering or affecting the Property which will affect the Property at
closing other than the Approved Title Exceptions;
                           
               (d) Optionor has not received actual notice from any governmental
authority that existing uses of the Property are not in full compliance with all
applicable  zoning  laws  (and  applicable   variances)  and  any  other  local,
municipal,  regional,  state or federal requirements or that the improvements on
the Property do not comply with all applicable building, safety, health, zoning,
environmental, subdivision and other laws, ordinances and regulations;
                           
<PAGE>

               (e) To the knowledge of Optionor as of the date hereof,  there is
no action,  proceeding or investigation  whether in the nature of eminent domain
or otherwise, pending or threatened, with respect to the ownership,  maintenance
or operation of the Property, and Optionor has no knowledge of any litigation or
threatened litigation affecting title to the Property or its use or operation;
                           
               (f)  Optionor  has not granted any options or any other rights to
acquire fee title or other interests in the Property, other than as set forth in
this Agreement;
                           
               (g) At closing,  the  Property  will not be in  violation  of any
federal,  state or local law,  ordinance or  regulation  relating to  industrial
hygiene  or to the  environmental  conditions  on,  under,  above or  about  the
Property including, but not limited to soil and groundwater conditions.  Neither
Optionor  nor,  to the best of  Optionor's  knowledge  (after  due and  diligent
inquiry), any third party has used, generated,  manufactured,  produced, stored,
released or disposed of on, under, above or about the Property or transported to
or from the Property any flammable explosives,  radioactive materials, hazardous
wastes,  toxic substances or related injurious  materials,  whether injurious by
themselves or in  combination  with other  materials  (collectively,  "Hazardous
Materials").  For the  purposes of this  Agreement,  Hazardous  Materials  shall
include,  but not be limited to  substances,  materials  and wastes which are or
become  regulated  under  applicable  local,  state or federal law, or which are
classified  as  hazardous  or toxic  under  federal,  state,  or  local  laws or
regulations;  and  in  the  regulations  adopted  and  publications  promulgated
pursuant to said laws;
                           
<PAGE>

               (h) Optionor shall not make any material alterations or additions
to the Property, during the Initial Option Period and Extended Option Period, as
applicable,  without the prior written  consent of Optionee,  which shall not be
unreasonably withheld or delayed;
                           
               (i)  Optionor  shall  continue  to operate  its retail  tee-shirt
business from the Property prior to closing;
                           
               (j) Optionor,  at its sole expense,  shall  maintain the preserve
the Property in good repair and condition, ordinary wear and tear excepted;
                           
               (k) Optionor, at its sole expense, shall obtain and keep in force
extended  coverage  casualty  insurance,  insuring  the  Property,  for its full
replacement cost, and in the event of casualty,  Optionor shall promptly rebuild
or restore the Property; and
                           
               (l) If (i) any of the  representations,  warranties  or covenants
contained in this Section 7.2 are  materially  inaccurate at closing,  (ii) such
inaccuracy  materially and adversely affects the Property or Optionee's intended
use thereof,  and (iii) Optionee elects in writing not to purchase the Property,
then Optionor  shall refund to Optionee all sums paid hereunder for this Option,
excluding Late Charges, if any, and this Agreement shall terminate.
                  
         7.3   The   truth,   accuracy,   and   completeness   of  each  of  the
representations, warranties and covenants of Optionee and of Optionor herein set
forth, shall constitute a condition precedent to the obligations of Optionor and
Optionee, respectively, hereunder. All representations, warranties and covenants
herein set forth shall survive closing,  and Optionee and Optionor each agree to
indemnify, defend and hold harmless the other from any claim, demand, liability,
loss or cost  (including  reasonable  attorneys' fees and costs) which the other
may sustain  because of any material  breach of or inaccuracy in the  respective
representations,  warranties and covenants of Optionor and Optionee set forth in
this Agreement.
             
<PAGE>
     
         7.4 Except as set forth in Section  7.2  above,  Optionee  acknowledges
that,  except as provided in Section 7.2, Optionor makes no  representations  or
warranties, either express or implied, with respect to the Property, its present
condition or its fitness or suitability for any particular  purpose and that the
Property  is to be sold  in an "as is"  condition.  In  this  respect,  Optionee
confirms that,  except as provided in Section 7.2, it is relying solely upon its
investigation of the present condition of the Property and all governmental laws
and ordinances which might affect its use and development.
                                  
                                  ARTICLE VIII
                                     CLOSING
                                  ------------
         8.  The  Optionor  and the  Optionee  agree  that the  purchase  of the
Property will be consummated as follows:
                  
         8.1 Closing Date. The sale of the Property will close on a business day
which is no earlier  than  seventy-five  (75) days and no later than ninety (90)
days (subject to extension as provided for in Section 5.3 above), after exercise
of the Option by the Optionee (the "Closing  Date").  The closing of the sale of
the Property  will take place at the offices of the Title Agent,  with the exact
time for  closing to be  designated  by the  Optionee  by written  notice to the
Optionor and approved by the Optionor.
                  
<PAGE>

         8.2  Optionor's  Deliveries and  Instruments.  On the Closing Date, the
Optionor  will deliver or cause to be  delivered  to the Optionee the  following
items (all documents will be duly executed and acknowledged where required);
                        
                           
               (a) Special  Warranty  Deed. A special  warranty deed executed by
the Optionor  conveying the Property to the Optionee,  subject to non-delinquent
real property taxes the Approved Title Exceptions;
                                    
               (b)  Assignment.  A the election of the  Optionee,  an assignment
executed by the Optionor  assigning to the Optionee all of the Optionor's rights
and obligations under contracts,  including copies thereof,  intangible personal
property, relating to the Property;
                         
               (c) Title  Insurance.  At  Optionee's  expense,  the Title Policy
naming the  Optionee as insured in the amount of the Purchase  Price  containing
the Approved Title Exceptions;
                       
               (d) Title  Affidavits.  Such  affidavits  and other  documents as
might be reasonably  requested by the Title Insurer to issue the Title Policy in
accordance with the terms of the Title Commitment;
                     
               (e)  Survey.  At  Optionor's  expense,  such ALTA survey or other
survey of the Property as might be reasonably  requested by the Title Insurer to
insure the Title Policy in accordance with the terms of the Title Commitment;
                   
               (f) Nonforeign  Affidavit.  An affidavit executed by the Optionor
confirming  that the Optionor is not a foreign  person  within the purview of 26
U.S.C.ss.1445 and the regulations issued thereunder; and
                     
<PAGE>

               (g) Additional  Documents.  Such additional documents as might be
reasonably requested by the Optionee or the Title Insurer to consummate the sale
of the Property to the Optionee.
                       
         8.3  Optionee's  Deliveries and  Instruments.  On the Closing Date, the
Optionee will deliver to the Optionor the following items (all documents will be
duly executed and acknowledged where required):
               
               (a) Payment. The payment required by Section 4 of this Agreement;
                    
               (b) Assumption Agreement. An assumption agreement executed by the
Optionee assuming the Optionor's obligations and duties,  prospectively from and
after the  Closing  Date,  under the  contracts  and other  intangible  personal
property, if any, which are the subject of Section 8.2(b) above;
                     
               (c) Title  Affidavits.  Such  affidavits  and other  documents as
might be reasonably  requested by the Title Insurer to issue the Title Policy in
accordance with the terms of the Title Commitment;
                 
               (d) Evidence of Authority. Such resolutions, certificates of good
standing  and  incumbency  certificates  and other  evidence of  authority  with
respect to the Optionee, any nominee of the Optionee acting under this Agreement
and the person or persons  acting on behalf of the  Optionee  or the  Optionee's
nominee as might be reasonably  requested by the Optionor or the Title  Insurer;
and
               
               (e) Additional  Documents.  Such additional documents as might be
reasonably requested by the Optionor or the Title Insurer to consummate the sale
of the Property to the Optionee.
              
<PAGE>

         8.4  Possession.  Possession  of the Property  will be delivered by the
Optionor to the Optionee on or before the close of business on the Closing Date,
free from all parties  claiming rights to possession of or having claims against
the Property  other than pursuant to contractual  obligations  approved or to be
assumed by the  Optionee  or  pursuant  to the  Approved  Title  Exceptions.  If
Optionor  fails to deliver  possession  on the Closing Date,  Optionor  shall be
subject to eviction and shall be additionally  liable to Optionee for payment of
$500 per day from and including the Closing Date until possession is delivered.

                                   ARTICLE IX
                             PAYMENT OF ENCUMBRANCES
                             -----------------------
         9. Any  encumbrance  required  to be paid  shall  be paid at or  before
closing from the proceeds of this transaction or from any other source.
                                                
                                   ARTICLE X
                           CLOSING COSTS AND SERVICES
                           --------------------------
         10.  Optionee and Optionor shall pay, in good funds,  their  respective
closing  costs and all other items  required  to be paid at  closing,  except as
otherwise  provided  herein.  Fees for real estate  closing  services  shall not
exceed $350 and shall be paid at closing,  one-half by Optionee  and one-half by
Optionor.  The local transfer tax, if any, shall be paid at closing by Optionor.
Any sales and use tax that may accrue because of this transaction  shall be paid
when due by Optionor.
                                               
                                   ARTICLE XI
                                   PRORATIONS
                                   ----------
         11.  General taxes for the year of closing,  based on the taxes for the
calendar year immediately preceding closing,  water and sewer charges, and other
items reasonably subject to proration shall be prorated to the Closing Date. Any
special  assessments  shall  be  paid in full by the  Optionor  at or  prior  to
closing.
<PAGE>
                                               
                                  ARTICLE XII
                              CONDITION OF PROPERTY
                              ---------------------
         12.  Except as otherwise  provided in this  contract,  the Property and
Inclusions  shall be delivered in the condition  existing as of the date of this
contract, ordinary wear and tear excepted.
                                               
                                  ARTICLE XIII
                                   COMMISSIONS
                                   -----------
         13.  Optionor and  Optionee  each hereby  represent  and warrant to the
other that it has not dealt  with any  broker or finder or any other  person who
might be  entitled  to a fee in  connection  with the  purchase  and sale of the
Property  and that no fee or  commission  is due to any broker,  finder or other
person in  connection  with this  Agreement  or the sale  contemplated  thereby.
Optionor  and  Optionee  each hereby  indemnify  the other and agree to hold the
other  harmless  from and  against  any and all  claims,  demands,  liabilities,
losses, judgments, costs and expenses (including, without limitation, reasonable
attorneys'  fees) arising  directly or indirectly  out of any claim for a fee or
commission due to any broker or finder arising out of facts which contravene the
warranties herein stated. These representations, warranties and agreements shall
survive closing.
                                               
                                  ARTICLE XIV
                                   ASSIGNMENT
                                   ----------
      
         14.  Neither  Optionee nor Optionor may assign this Agreement or any of
their rights hereunder for any purpose whatsoever without the written consent of
the other party (which consent shall not be unreasonably  withheld or delayed by
either party) and any purported  assignment  unless approved shall be absolutely
void and of no force or effect.
                                  
<PAGE>
              
                                   ARTICLE XV
                               OPTIONEE'S DEFAULT
                               ------------------

         15. In the event that  Optionee  does not  exercise  the Option,  or if
Optionee  does  exercise  the Option but fails to complete  the  purchase of the
Property  other than because of a material  breach hereof by Optionor,  Optionor
shall be entitled to retain the entire  consideration  paid by Optionee  for the
Option.  If the Option  granted  hereby is exercised  and Optionee  nevertheless
fails to consummate the purchase of the Property in accordance with the terms of
this Agreement,  it is agreed that it is reasonable  under the  circumstances to
provide  that the  damages  to be  suffered  by  Optionor  in such  event may be
liquidated to an amount equal to the consideration  paid by the Optionee for the
Option.  ACCORDINGLY,  OPTIONOR  SHALL  ACCEPT AND BE  ENTITLED  TO RETAIN  SUCH
CONSIDERATION  OPTION AS  LIQUIDATED  DAMAGES AS ITS SOLE  REMEDY IN LIEU OF ANY
OTHER RIGHT TO DAMAGES OR RIGHT TO SPECIFIC  PERFORMANCE  OF THIS  AGREEMENT AND
WAIVES ANY FURTHER  RIGHT TO CLAIM  DAMAGES FROM OPTIONEE AS A RESULT OF FAILURE
BY OPTIONEE TO COMPLETE THE PURCHASE IF THE OPTION GRANTED HEREBY IS EXERCISED.
                                               
                                  ARTICLE XVI
                               OPTIONOR'S DEFAULT
                               ------------------

         16. In the event of default by Optionor under this Agreement,  Optionee
may elect to treat this Agreement as cancelled,  in which case all payments made
by the  Optionee to  Optionor  hereunder  shall be  returned to the  Optionee or
Optionee may elect to treat this Agreement as being in full force and effect and
Optionee shall have the right to specific performance and consequent damages.
                                              
<PAGE>

                                  ARTICLE XVII
                                  RISK OF LOSS
                                  ------------
         17. In the event that,  prior to  closing,  the  Property,  or any part
thereof,  is destroyed or  materially  damaged,  Optionee  shall have the right,
exercisable  by giving  notice  to  Optionor  within  fifteen  (15)  days  after
receiving  written  notice of such  destruction  or damage,  to  terminate  this
Agreement,  in which  case  Optionor  shall  refund  to  Optionee  all sums paid
hereunder for this Option,  excluding Late Charges, if any, and, upon Optionee's
receipt  thereof,  neither  party shall have any further  rights or  obligations
hereunder.  Alternatively,  should  Optionee  elect to carry out this  Agreement
despite such damage,  Optionor  shall either repair such damage prior to closing
or, if not repaired  prior to closing,  Optionee shall be entitled to credit for
all  insurance  proceeds  resulting  from  such  damage  to  the  Property,  not
exceeding,  however, the total Purchase Price. 

                                 ARTICLE XVIII
                                  CONDEMNATION
                                  ------------

         18. If prior to the closing all or any material portion of the Property
is taken or threatened to be taken by eminent  domain,  Optionor shall so notify
Optionee.  In such event,  Optionee  may elect (i) to purchase  the  Property in
accordance with the terms of this Agreement, in which case Optionor shall assign
to Optionee on the Closing  Date all of  Optionor's  interest in any proceeds of
eminent domain, or (ii) to terminate this Agreement without further liability to
either  party  hereto,  in which case  Optionee  shall have no further  interest
whatever in the Property.  

                                  ARTICLE XIX
                                 MISCELLANEOUS
                                 -------------

         19.1 Entire Agreement. This Agreement contains the entire understanding
of the parties hereto with respect to the subject matter hereof, and no prior or
contemporaneous  written or oral  agreement or  understanding  pertaining to any
such matter shall be effective for any purpose.  No provision of this  Agreement
may be  amended  or added to except by an  agreement  in  writing  signed by the
parties hereto.
<PAGE>


         19.2 Time of Essence. Time is of the essence of this Agreement.

         19.3 Attorneys' Fees.  Should any action be brought arising out of this
Agreement,   including  without  limitation,   any  action  for  declaratory  or
injunctive  relief,  the  prevailing  party  shall  be  entitled  to  reasonable
attorneys'  fees  and  costs  and  expenses  of  investigation  incurred  and in
appellate  proceedings  or in any action or  participation  in, or in connection
with, any case or proceeding under Chapter 7, 11 or 13 of the Bankruptcy Code or
any successor statutes,  and any judgment or decree rendered in any such actions
or proceeding shall include an award thereof.

         19.4 Binding  Effect.  The provisions of this Agreement  shall inure to
the benefit of and be binding upon  Optionor  and Optionee and their  respective
successors and permitted assigns.

         19.5 No Waiver.  No waiver of any of the  provisions of this  Agreement
shall be deemed, or shall constitute,  a waiver of any other provision,  whether
or not similar,  nor shall any waiver constitute a continuing  waiver. No waiver
shall be binding unless executed in writing by the party making the waiver.

         19.6  Further  Acts.  Each party  shall,  at the  request of the other,
execute, acknowledge (if appropriate) and deliver whatever additional documents,
and do such other acts, as may be reasonably required in order to accomplish the
intent and purposes of this Agreement.

<PAGE>

         19.7 Counterparts. This Agreement may be executed in counterparts, each
of which so executed  shall be deemed to be an original,  and such  counterparts
shall together  constitute  but one and the same  agreement.

         19.8  Amendments.  This Agreement may not be changed or modified except
by an instrument in writing executed by the parties hereto.

         19.9 Notices.Any notice, demand or communication  required or permitted
to be given by any  provision of this  Agreement  will be in writing and will be
deemed to have been given when delivered  personally to the party  designated to
receive  such  notice,  or on the date  following  the day sent by a  nationally
recognized  overnight courier, or on the third (3rd) business day after the same
is  sent by  certified  mail,  postage  and  charges  prepaid,  directed  to the
following addresses or to such other or additional  addresses as any party might
designate by written notice to the other party:

                  To the  Optionor:  Robert J.  Elliott  247 East  Bennett
                                     Avenue Cripple Creek, Colorado 80813

                  To the Optionee:   WMCK Venture  Corporation  Attn: 
                                     Peter Hoetzinger,  Vice  Chairman 
                                     210 East  Bennett  Avenue
                                     Cripple Creek, Colorado 80813

         19.9  Appurtenant  Agreement.  The  terms,  covenants,  conditions  and
agreements  contained  herein shall be a burden and  appurtenant to the Property
and shall run with the Property.
    
         19.10  Headings.  Any  headings  in this  Agreement  are solely for the
convenience of the parties and are not part of this Agreement.
                   
<PAGE>

         19.11  Governing  Law.  This  Agreement  and  the  transaction   herein
contemplated  shall be construed in accordance  with and governed by the laws of
the State of Colorado.
               
         19.12 Recording.  A Memorandum of Option to Purchase  referring to this
Option Agreement has been executed and delivered on the date hereof and shall be
recorded in the Office of the County Recorder of Teller County, Colorado. In the
event that  Optionee  does not exercise the Option  herein  granted prior to its
expiration,  it  shall  immediately  deliver  to  Optionor  a duly  acknowledged
quitclaim  deed  of all of its  interests  in the  Property  under  this  Option
Agreement.
        
         IN WITNESS WHEREOF,  Optionor 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 
                           -------------------------------
                           Peter Hoetzinger, Vice Chairman




                                   "OPTIONOR"

                  By:      /s/ Robert J. Elliott
                           ---------------------
                           Robert J. Elliott



<PAGE>



STATE OF COLORADO                   )
                                    ) ss.
COUNTY OF Teller                    )

         The foregoing  instrument was  acknowledged  before me this 25th day of
March, 1999, by Peter Hoetzinger,  Vice Chairman of WMCK Venture Corporation,  a
Delaware corporation.

         WITNESS my hand and official seal.

         My commission expires _8-13-2002________.


                                                              /s/ Diane Miller 
                                                              ---------------- 
                                                              Notary Public

[SEAL]

STATE OF COLORADO                   )
                                    ) ss.
COUNTY OF Teller                    )

         The foregoing  instrument was  acknowledged  before me this 25th day of
March, 1999, by Robert J. Elliott.

         WITNESS my hand and official seal.

         My commission expires __8-13-2002__________.


                                                              /s/ Diane Miller
                                                              ---------------- 
                                                              Notary Public



[SEAL]




<PAGE>


                                    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.