BARGAIN AND SALE DEED
                              ---------------------


     This  Bargain  and  Sale  Deed (the "Deed") is dated the 11th day of April,
1996, among the State of Colorado, acting by and through the State Board of Land
Commissioners (the "Land Board"), whose address is 620 Centennial Building, 1313
Sherman  Street,  Denver, Colorado 80203, and Rangeview Metropolitan District, a
quasi-municipal  corporation and political subdivision of the State of Colorado,
acting by and through its water activity enterprise ("Rangeview"), whose address
is  141 Union Boulevard, Suite 150, Lakewood, Colorado 80228 (Rangeview and Land
Board  being  collectively  referred  to  herein  as "Grantors"), and Pure Cycle
Corporation,  a  Delaware  corporation  ("Grantee"),  whose address is 5650 York
Street,  Commerce  City,  Colorado  80022.

     WITNESSETH,  that Rangeview, for and in consideration of delivery from Pure
Cycle  to  Rangeview  of  Rangeview  Metropolitan  District Water Revenue Bonds,
Series  1988M,  Rangeview  Metropolitan  District  Water  Revenue  Notes, Series
1988A-L,  Rangeview  Metropolitan  District Water Revenue Notes, Series 1987A-L,
and  other  good  and  valuable  consideration,  the  receipt of which is hereby
acknowledged  by  Rangeview; and the Land Board, for and in consideration of (a)
Rangeview's  agreement  to  obtain  and extinguish all said notes and bonds, (b)
other  consideration  contained  in the Amended and Restated Lease Agreement No.
S-37280,  dated April 11, 1996 between Rangeview and the Land Board, which Lease
is  recorded  with  the Arapahoe County Clerk and Recorder at Book No. A6097802,
                                                                       --------
Page  No. _______ (Reception No. A6097802) (the "Lease"), and (c) other good and
                                 --------
valuable  consideration, the receipt of which is hereby acknowledged by the Land
Board; do hereby severally grant, bargain, sell, convey, assign and confirm unto
Grantee,  its  successors and assigns forever, the Export Water (as that term is
defined  in  the Lease) which is located on and under that certain real property
consisting  of  approximately  24,567.21  acres, more or less, according to U.S.
Government  survey, in Arapahoe County, Colorado, more particularly described as
follows  (the  "Lowry  Range"):

          Township  5  South,  Range  64  West  of  the  6th  P.M.,
          --------------------------------------------------------
          Sections  7  through  10:  all;
          Sections  15  through  22:  all;
          Sections  27  through  34:  all.

          Township  4  South,  Range  65  West  of  the  6th  P.M.,
          --------------------------------------------------------
          Sections  33:  all  and  34:  all.

          Township  5  South,  Range  65  West  of  the  6th  P.M.,
          --------------------------------------------------------
          Section  3:  all;  Sections 10 through 15: all, less certain
          surface  rights  granted  for  the  Aurora  Reservoir  (but
          including  the  water under the Aurora Reservoir) in Section
          15; Sections 22 through 27: all, less certain surface rights
          granted  for  the  Aurora Reservoir (but including the water
          under  the  Aurora Reservoir) in Section 22; Sections 35 and
          36:  all;  Section  34:  north  2,183.19  feet.


<PAGE>
          Township  5  South,  Range  66  West  of  the  6th  P.M.,
          --------------------------------------------------------
          Section  36:  all

(a  street  address  of  the  Lowry  Range  does  not  exist);

     TOGETHER  WITH  all  rights  afforded  to the Export Water under the Lease;

     SUBJECT  TO the reservations, exceptions, terms, and conditions, including,
without  limitation,  provisions  concerning royalty payments, quality of water,
abandonment,  shared  use  of  transmission  lines  and  facilities, default and
termination  of  rights  to  Export  Water,  set  forth  in  the  Lease,  which
reservations,  exceptions terms and conditions, and the rights of the Land Board
and  Rangeview  with respect thereto, shall not be modified or superseded by any
provision  in  this  Deed,  it  being  understood and agreed that the provisions
hereof  are  merely  cumulative  of  the  provisions  of  the  Lease;

     FURTHER  SUBJECT  TO  rights of first refusal, if any such rights exist, to
the  Export Water which may be held by the County of Arapahoe, Colorado, or East
Cherry  Creek  Valley  Water  and  Sanitation  District;

     AND SUBJECT FURTHER TO the covenants, conditions and restrictions set forth
herein  and  in  the  water  decrees  by  which such water is adjudicated, which
decrees  shall remain in the name of the Land Board subject to the provisions of
the  Lease;

     TO  HAVE AND TO HOLD the Export Water, and its appurtenances, unto Grantee,
its  successors  and  assigns  forever.


ARTICLE  I

                                     Decrees
                                     -------

     Rangeview  represents that the following water decrees currently adjudicate
the  water  rights  of  which  the  Export  Water  is  a  part:

          Case  Nos.  83CW330, 83CW373, 89CW048, and 89CW164, District
          Court,  Water Division 1, and plan for augmentation to allow
          use  of  not  nontributary  Denver  aquifer  groundwater  as
          pending  in  Case  No.  94CW048,  and  application to change
          decreed  well  locations  as  pending  in  Case No. 94CW049,
          District  Court,  Water  Division  1.


ARTICLE  II

Royalties  and  Reporting
-------------------------


<PAGE>
     2.1     Payment  to  Land Board.  As between Rangeview and Grantee, Grantee
             -----------------------
shall  be  responsible  for  and shall timely pay directly to the Land Board all
royalties  payable to the Land Board by the Export Water Purchaser (as that term
is  defined in the Lease) pursuant to the Lease.  Notwithstanding the foregoing,
Rangeview  may,  at  its option, pay to the Land Board any royalties due but not
paid  by  Grantee  on  the  Export Water in order to prevent a default under the
Lease.  In  such  case, Rangeview shall be entitled to interest on any royalties
paid  by Rangeview on the Export Water at the rate of two percent (2%) per month
from the date paid by Rangeview and Rangeview may exercise any other remedies it
may  have,  including  its  termination  rights  under Section 6.6 of the Lease.

     2.2     Reporting.  In  addition  to  any  requirements  under  the  Lease,
             ---------
Grantee  shall  prepare  the  following  reports:

          (a)     Grantee shall report to Rangeview the quantity of Export Water
delivered (including any recharged or stored water pursuant to Section 6.2(a) of
the  Lease),  the exact amount of Gross Revenues or, if applicable, Retail Sales
Price  (as  those  terms are defined in the Lease) relating to the sale or other
disposition  of  Export  Water,  and  the  entity  to  whom the Export Water was
delivered.  The  report  shall  be  due within twenty (20) days after the end of
each  calendar  year,  until  such  time  as  Rangeview  notifies  Grantee  that
production  of  Export  Water and Non-Export Water (as defined in the Lease) has
reached  500  acre  feet  in  a  calendar year, and thereafter, on or before the
twentieth  (20th) day following the end of each calendar quarter during the term
of  the  Lease.

          (b)     Grantee  shall  prepare  and  keep  full, complete, and proper
books,  records  and  accounts  of  all Export Water (including any recharged or
stored  water pursuant to Section 6.2(a) of the Lease) sales or dispositions and
shall document such transactions as may be required by law. Said books, records,
and  accounts  of  Grantee  shall be open at all reasonable times, upon ten (10)
days'  prior  written notice, to the inspection of Rangeview, the Land Board and
their  respective  representatives  who  may, at Rangeview's or the Land Board's
expense, as applicable, copy or extract all or a portion of said books, records,
and  accounts  for  a  period of up to five (5) years after the date such books,
records  and  accounts  are made. The Land Board's right to inspection shall not
prejudice  the Land Board's right to collect payments due pursuant to the Lease.
Rangeview  or  the  Land  Board may, upon no less than fourteen (14) days' prior
written  notice  to  Grantee,  cause  a  partial or complete audit of the entire
records  and operations of Grantee for a five (5) year period preceding the date
of  the  audit  relating  to the use of Export Water pursuant to this Deed to be
made  at  Rangeview's  or the Land Board's expense, as applicable, by an auditor
selected  by  Rangeview  or  the Land Board, as applicable. Within fourteen (14)
days  following  Rangeview's  or the Land Board's notice, as applicable, Grantee
shall  make available to Rangeview's or the Land Board's auditor, as applicable,
the  books  and  records the auditor reasonably deems necessary or desirable for
the  purpose  of  making  the  audit. Any deficiency in the payment of royalties
determined  upon  such  audit  shall  be immediately due and payable to the Land
Board,  together with interest thereon at the rate of two percent (2%) per month
from the date or dates such amounts should have been paid. If such deficiency is
in excess of two percent (2%) of the royalty previously paid, then Grantee shall
pay  to  the  auditing  party  the  actual  cost  of  the  audit at the time the
deficiency  is  paid.


                                      -3-
<PAGE>
ARTICLE  III

General  Provisions
-------------------

     3.1     Notice.  All notices required by this Deed or the Lease shall be in
             ------
writing  and  shall be delivered to the person to whom the notice is directed at
the  address  set forth below, either in person, by courier service or by United
States  mail  as  a  certified  item, return receipt requested, addressed to the
address  stated  below.  Notices delivered in person or by courier service shall
be  deemed  given  when  delivered to the person to whom the notice is directed.
Notices  delivered  by  mail  shall  be  deemed given on the date of delivery as
indicated  on  the return receipt.  The parties may change the stated address by
giving  ten  (10)  days' written notice of such change pursuant to this Section.

          If  to  Rangeview:

          Rangeview  Metropolitan  District
          141  Union  Boulevard,  Suite  150
          Lakewood,  Colorado  80228
          Attention:  President

          If  to  the  Land  Board:

          Board  of  Land  Commissioners
          Attention:  President
          620  Centennial  Building
          1313  Sherman  Street
          Denver,  Colorado  80203

          and

          Office  of  the  Attorney  General
          Attention:  State  Land  Board  Attorney
          1525  Sherman  Street,  Fifth  Floor
          Denver,  Colorado  80203

          If  to  Grantee:

          Pure  Cycle  Corporation
          5650  York  Street
          Commerce  City,  Colorado  80022
          Attention:  President


                                      -4-
<PAGE>
     3.2     Construction.  Where  required  for proper interpretation, words in
             ------------
the  singular  shall  include the plural, and the masculine gender shall include
the neuter and the feminine, and vice versa, as is appropriate.  The article and
section  headings  are for convenience and are not a substantive portion of this
Deed.  This Deed shall be construed as if it were equally drafted in all aspects
by  all  parties.  All capitalized terms herein not otherwise defined shall have
the  same  meaning  as  provided  with  respect  to  such  terms  in  the Lease.

     3.3     Severability.  If  any clause or provision of this Deed is illegal,
             ------------
invalid  or unenforceable under present or future laws, then, and in that event,
it  is the intention of the parties hereto that the remainder of this Deed shall
not  be  affected  thereby.  It  is  also  agreed that in lieu of each clause or
provision of this Deed that is illegal, invalid or unenforceable, there shall be
added  as  a part of this Deed a clause or provision as similar in terms to such
illegal,  invalid or unenforceable clause or provision as may be possible and be
legal,  valid  and  enforceable.

     3.4     Governing  Law.  This  Deed  shall  be governed by and construed in
             --------------
accordance  with  the  laws of the State of Colorado and applicable federal law.

     (a).a     No  Oral  Amendment  or Modifications.  No amendments, waivers or
               -------------------------------------
modifications  of  the  terms  and  provisions  contained  in  this Deed, and no
acceptances, consents or waivers by the Land Board or Rangeview under this Deed,
shall  be  valid  or  binding  unless in writing and executed by the party to be
bound  thereby.  Any  covenant,  condition or restriction contained in this Deed
may  be terminated, extended, modified or amended, as to the whole of the Export
Water  or any portion thereof, only by the written consent of the Land Board and
Rangeview.  No  such  termination, extension, modification or amendment shall be
effective  unless and until a proper instrument in writing has been executed and
recorded  in  the  records  of  the  Clerk  and  Recorder  of  Arapahoe  County.

     (a).b     Binding Effect.  This Deed shall be binding upon and inure to the
               --------------
benefit  of the parties hereto and their respective successors and assigns.  The
covenants,  conditions,  and  restrictions  contained  in  this  Deed and, where
applicable,  the  Lease, shall be construed as covenants running with the Export
Water,  and every person who now or hereafter owns or acquires any right, title,
estate or interest in or to the Export Water is and shall be conclusively deemed
to  have  consented  and  to  have  agreed  to  every  covenant,  condition, and
restriction  contained in this Deed and, where applicable, the Lease, whether or
not  any  reference  to such covenant, condition, or restriction is contained in
the  instrument  by  which such person acquires an interest in the Export Water.


                                      -5-
<PAGE>
     IN  WITNESS  WHEREOF, the Land Board has caused this Deed to be executed by
the  State  Board of Land Commissioners and sealed with the official seal of the
Land Board.  Rangeview has similarly executed this Deed this  11th day of April,
                                                             -----
1996.

                                        STATE  OF  COLORADO
                                        STATE  BOARD  OF  LAND  COMMISSIONERS


                                       /s/  Maxine  F.  Stewart
                                        ----------------------------------------
                                        Maxine  F.  Stewart,  President



APPROVED  AS  TO  FORM:

GALE  A.  NORTON,  Attorney  General
STEPHEN  K.  ERKENBRACK,  Chief  Deputy  Attorney  General
TIMOTHY  M.  TYMKOVICH,  Solicitor  General


 /s/  Richard  A.  Westfall
-----------------------------------
Richard  A.  Westfall
Special  Deputy  Solicitor  General

State  of  Colorado


                                        RANGEVIEW  METROPOLITAN  DISTRICT,
                                        ACTING  BY  AND  THROUGH  ITS WATER
                                        ACTIVITY  ENTERPRISE

ATTEST:

By:  /s/  Mark  Harding                  By:  /s/  Thomas  P.  Clark
   ---------------------------               --------------------------------
Title:  Secretary                        Title:  President
      ------------------------                  -----------------------------




                                      -6-
<PAGE>
STATE  OF  COLORADO     )
                        )  ss.
COUNTY  OF_Denver       )
           --------

     The foregoing instrument was acknowledged before me this 9th  day of April,
                                                              ---
1996  by  Maxine F. Stewart, as President, of the State of Colorado, State Board
of  Land  Commissioners.

     Witness  my  hand  and  official  seal.

     My  commission  expires:   July  28,  1997
                               ----------------


                                        /s/  Kathleen  N.  Akin
                                        ------------------------------
                                        Notary  Public


STATE  OF  COLORADO     )
   City  and            )  ss.
COUNTY  OF    Denver    )
            ----------

     The  foregoing  instrument  was  acknowledged  before me this   9th__day of
                                                                   -----
April,  1996  by   Thomas  P. Clark  , as President, and by  Mark Harding   , as
                 --------------------                       ---------------
Secretary,  of  Rangeview  Metropolitan  District.

     Witness  my  hand  and  official  seal.

     My  commission  expires:   July  17,  1996
                               ----------------------------------------


                                        /s/  Joan  M.  Brennan
                                        -------------------------------
                                        Notary  Public


                                      -7-
<PAGE>