EXHIBIT 10.1


                             WATER SERVICE AGREEMENT

                                     for the

                               HILLS at SKY RANCH

     THIS  AGREEMENT  is  entered  into this 14th day of May 2004 by and between
ICON  LAND  II,  LLC,  a  Colorado limited liability company ("DEVELOPER"); PURE
CYCLE  CORPORATION,  a  Delaware  corporation  ("PURECYCLE"),  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").

                                    RECITALS

     WHEREAS,  pursuant  to  a  "Water  Service Agreement for the Sky Ranch PUD"
entered  into  between  PURECYCLE;  RANGEVIEW;  Airpark Metropolitan District, a
quasi-municipal  corporation  and political subdivision of the State of Colorado
("AMD");  and  Icon Investors I, LLC, a Colorado limited liability company dated
October  31,  2003 (the "Sky Ranch WSA"), PURECYCLE and RANGEVIEW have agreed to
provide  water  service  to  the  approximately  772-acre  Sky  Ranch  PUD  in
unincorporated  Arapahoe  County  Colorado(Arapahoe  County  Case  No.  Z01-010)
subject  to  the  terms  and  conditions  therein.

     WHEREAS,  DEVELOPER  wishes to develop an approximately 160-acre tract (the
"Property")  which  lies  adjacent  to the Sky Ranch PUD and being generally the
Northwest  quarter  of  Section 10 in Township 4 South, Range 65 West of the 6th
Principal  Meridian,  Arapahoe County, Colorado.  The Property is designated the
Hills  at  Sky  Ranch  PUD.

     WHEREAS,  subject  to the terms and conditions of the "Amended and Restated
Lease  Agreement"  ("Lease")  dated  April 4, 1996 between the State of Colorado
Board  of  Land Commissioners ("Land Board") and RANGEVIEW and the Agreement for
Sale  of  Export  Water  ("Export Water Agreement") dated April 11, 1996 between
PURECYCLE  and  RANGEVIEW,  the  Land  Board  conveyed  to  RANGEVIEW,  which
subsequently  conveyed  to  PURECYCLE,  certain  rights  to  surface  water  and
groundwater  on  and beneath the Land Board's property known as the Lowry Range,
which  water  rights are more specifically outlined in Section 6.1 of the Lease.

     WHEREAS, PURECYCLE serves as the service provider for RANGEVIEW.

     WHEREAS, pursuant to Section 8.3 of the Lease, RANGEVIEW and PURECYCLE have
the  right  to  provide a water delivery system for use by customers both on and
off  the  Lowry  Range,  which  system  shall be developed pursuant to a unified
master  plan.

     WHEREAS,  facilities  developed  for  use  by customers off the Lowry Range
shall  be  integrated  with facilities developed for use by customers within the
Lowry  Range.


     WHEREAS,  PURECYCLE  and  RANGEVIEW are capable of providing domestic water
service to the Property subject to the terms and conditions of the Lease.


<PAGE>
     WHEREAS,  in  order  to  efficiently provide water service to the Property,
DEVELOPER  desires  to  enter  into an agreement with PURECYCLE and RANGEVIEW to
finance,  acquire,  design,  construct,  operate  and  maintain  certain  water
facilities to serve the Property, under the terms set forth below.

     WHEREAS,  PURECYCLE  desires  to  reserve  certain  Export  Water Rights to
provide  water service to the Property subject to terms and conditions contained
herein.

     WHEREAS,  to  make  water  service  available  on  a  schedule  which  will
accommodate anticipated development of the Property, PURECYCLE and RANGEVIEW are
relying  in part upon DEVELOPER's timely payment of certain fees and charges and
also  on  their timely execution of other obligations, all as identified in this
Agreement.

     WHEREAS,  the  Water  Facilities  will benefit and enhance the value of the
Property.

     WHEREAS,  the  execution  of this Agreement will serve a public purpose and
promote  the health, safety, prosperity and general welfare by providing for the
planned  and  orderly  provision  of  domestic  water  service.

     NOW  THEREFORE, in consideration of the above recitals, the mutual promises
and  covenants  herein contained, and other good and valuable consideration, the
receipt  and  sufficiency  of  which are hereby acknowledged, the parties hereby
agree  as  follows:

                                    ARTICLE 1
                         DEFINITIONS AND INTERPRETATIONS

1.01     Definitions.  As  used  herein  unless the context indicates otherwise,
         -----------
the  words  defined  below and capitalized throughout the text of this Agreement
shall  have  the  respective  meanings  set  forth  below:

     (a)     Agreement:  This  Water Service Agreement and any amendments hereto
             ---------
     made  in  accordance  herewith.

     (b)     Corporation  Stop:  The valve which connects to a water main by its
             -----------------
     upstream  connection  and  to  the Customer's water service pipeline by its
     downstream  connection.

     (c)     Customer:  Customer  shall  refer  to  an  end  user  of water from
             --------
     PURECYCLE's  Water  Facilities  whose property and place of use are located
     within  the  Property.

     (d)     Dedicated  Export  Water:  The Dedicated Export Water is the Export
             ------------------------
     Water subject to this Agreement as defined in Article 5 herein.

     (e)     Dedicated  Groundwater:  Groundwater  from  the  Arapahoe  and
             ----------------------
     Laramie-Fox  Hills aquifers underlying the Property, in an amount yet to be
     determined through the proper adjudication of the groundwater rights in the
     Water  Court  for  Colorado,  Water  Division No. 1, and which DEVELOPER is
     obligated  to  dedicate to PURECYCLE pursuant to Section 2.01(e)(i) herein.

     (f)     DEVELOPER:  ICON  LAND  II, LLC, a party to this Agreement, and its
             ---------
     employees, agents, officers, directors, successors and assigns.


Hills at Sky Ranch WSA                                              Page 2 of 29
<PAGE>
     (g)     Davis,  Graham  and  Stubbs  LLP  Trust Account:  The trust account
             -----------------------------------------------
     established  and  maintained  by  Davis, Graham and Stubbs LLP at Bank One,
     Colorado,  NA  for  the  collection  and  disbursement  of certain fees and
     charges  collected  by  PURECYCLE  pursuant to Sections 4.02, 5.03 and 5.04
     herein.  Funds  from the trust account shall be used to release outstanding
     security  interests  on  the  Dedicated  Export  Water.

     (h)     Effective Date:  The Effective Date of this Agreement as defined in
             --------------
     Section  9.01  herein.

     (i)     Equivalent  Residential  Unit  (EQR):  The measure of demand placed
             ------------------------------------
     upon  the  Water Facilities by a typical and average single-family detached
     residence,  as  determined  under  Rangeview's Rules and Regulations and as
     further  described  in  Section  2.01(d).

     (j)     Export  Water:  Water  from  the Lowry Range that PURECYCLE can use
             -------------
     outside  of  the  Lowry Range service area, as more specifically defined in
     Section  6.1  of  the  Lease.

     (k)     Export  Water Agreement:  The Agreement for Sale of Export Water by
             -----------------------
     and among RANGEVIEW and PURECYCLE executed April 11, 1996.

     (l)     Export Water Deed:  The Bargain and Sale Deed among the Land Board,
             -----------------
     RANGEVIEW  and  PURECYCLE  executed April 11, 1996, as recorded on July 31,
     1996  at Reception No. A6097803 in the Arapahoe County Clerk and Recorder's
     Office,  together  with  any  and  all  amendments  thereto.

     (m)     Lease:  The  Amended and Restated Lease Agreement between RANGEVIEW
             -----
     and  the State of Colorado, acting by and through the Land Board (Lease No.
     S-37280), executed April 4, 1996, as recorded on July 31, 1996 at Reception
     No.  A6097802  in the Arapahoe County Clerk and Recorder's Office, together
     with  any  and  all  amendments  thereto.

     (n)     Person:  Any individual, corporation, joint venture, estate, trust,
             ------
     partnership,  association  or  other  legal  entity  other  than DEVELOPER,
     PURECYCLE  or  RANGEVIEW.

     (o)     PURECYCLE:  Pure  Cycle Corporation, a party to this Agreement, and
             ---------
     its employees, agents, officers, directors, successors, and assigns.

     (p)     Property:  The  real property consisting of approximately 160 acres
             --------
     generally  being  the  Northwest  quarter  of Section 10, Township 4 South,
     Range 65 West of the 6th P.M., Arapahoe County, Colorado.

     (q)     RANGEVIEW:  Rangeview  Metropolitan  District,  a  party  to  this
             ----------
     Agreement,  and its employees, agents, officers, directors, successors, and
     assigns.

     (r)     Rangeview's  Rules  and  Regulations:  The  Rules  and  Regulations
             ------------------------------------
     adopted by RANGEVIEW, as they may be amended from time to time.

     (s)     Sky Ranch WSA:  The "Water Service Agreement for the Sky Ranch PUD"
             --------------
     entered into between PURECYCLE; RANGEVIEW; Airpark Metropolitan District, a
     quasi-municipal  corporation  and  political  subdivision  of  the State of
     Colorado;  and Icon Investors I, LLC, a Colorado limited liability company,
     dated  October  31,  2003  and  including  all  amendments  thereto.


Hills at Sky Ranch WSA                                              Page 3 of 29
<PAGE>
     (t)     Water  Facilities:  Those  facilities  required for the production,
             -----------------
     treatment,  storage,  and delivery of both potable and irrigation water to,
     on,  or  for  the  Property,  all as more particularly described hereunder.

     (u)     Water  Tap:  The written authorization, in the form of sequentially
             ----------
     numbered  tap  licenses  issued  by  PURECYCLE,  to  connect  to  the Water
     Facilities,  as  governed  by  Rangeview's  Rules  and  Regulations. Unless
     otherwise  provided  for herein, a Water Tap shall be assumed to be for one
     EQR.

     (v)     Water  Tap  Fee:  Collective  reference  to  the  Water  System
             ---------------
     Development  Charge  and  the  Water  Resource  Charge, both as defined and
     established in Article 12 of Rangeview's Rules and Regulations.

1.02     Interpretation.  In  this  Agreement,  unless  the  context  otherwise
         --------------
requires:

     (a)     The  terms  "herein," "hereunder," "hereby," "hereto," "hereof" and
     any  similar  term,  refer  to  this  Agreement  as  a whole and not to any
     particular  Article,  Section  or subdivision hereof; the term "heretofore"
     means  before the date of execution of this Agreement; the term "now" means
     at  the date of execution of this Agreement; and the term "hereafter" means
     after  the  date  of  execution  of  this  Agreement.

     (b)     All  definitions,  terms  and words shall include both the singular
     and  the  plural.

     (c)     Words  of  the  masculine  gender  include correlative words of the
     feminine  and  neuter  genders,  and  words  importing  the singular number
     include  the  plural  number  and  vice  versa.

     (d)     The captions or headings of this Agreement are for convenience only
     and  in  no  way  define,  limit  or  describe  the  scope or intent of any
     provision,  Article  or  Section  of  this  Agreement.

                                    ARTICLE 2
                                  WATER SERVICE

2.01     Conditions  of  Service.  PURECYCLE  agrees to provide water service to
         -----------------------
the  Property  subject to the terms and conditions of this Agreement.  The Water
Facilities will include a "dual pipe distribution system" that will provide both
potable  water  and  irrigation  water  service  to  the  Property.

     (a)     Development  of  the  Property,  along  with development at the Sky
     Ranch  PUD,  is  anticipated  to  occur  in  phases  over  several  years.
     Construction  of  Water  Facilities  will also occur in phases, as mutually
     determined  by  PURECYCLE and DEVELOPER, to reasonably meet the anticipated
     water  demands  of  the  Property.

     (b)     Water service to the Property hereunder shall be generally governed
     by  and  subject to Rangeview's Rules and Regulations (providing inter alia
     for  rates,  fees and charges), which are incorporated herein by reference,
     and to the laws, ordinances and regulations of all federal, state and local
     governmental  entities  and  agencies  having  jurisdiction.  PURECYCLE
     acknowledges  that  the  Water Tap Fees, user charges, service charges, and
     any  other rates, fees, tolls, and charges imposed in connection with water
     service to the


Hills at Sky Ranch WSA                                              Page 4 of 29
<PAGE>
     Property  provided by PURECYCLE in connection therewith shall be subject to
     Section 8.2 of the Lease. To the extent DEVELOPER or the Customers pay fees
     to  PURECYCLE  in  accordance  with  Rangeview's  Rules and Regulations, no
     additional  fees  shall  be  imposed  or  collected  by RANGEVIEW for water
     service  to  the  Property.

     (c)     Water service to the Property hereunder is subject to the Lease and
     the Export Water Deed. If any provision of this Agreement creates or causes
     a breach or violation of the Lease or of the Export Water Deed, the parties
     shall  work  together  to revise such provision so that it no longer causes
     such  breach  or  violation.

     (d)     Rangeview's  Rules  and  Regulations  establish the use of EQRs for
     determining the impact of different water customers on the Water Facilities
     and for assessing rates and charges. To the extent that they apply to water
     service  to  the  Property,  the  standards for determination of an EQR for
     residential  and  commercial customers shall not be changed during the term
     of  this  Agreement  without the prior written consent of DEVELOPER, except
     that  Developer's  consent shall not be required after the 15th Anniversary
     of  Municipal  Water  Service  established  in amended Exhibit C of the Sky
     Ranch  WSA.

     (e)     DEVELOPER will secure sufficient water rights to serve the proposed
     development  of  the  Property  as  follows:

          (i)     DEVELOPER  shall  authorize  PURECYCLE  to  act, and PURECYCLE
          shall  diligently  act,  as  DEVELOPER's  agent  to  obtain  a  decree
          adjudicating  rights  to  the  Dedicated  Groundwater  underlying  the
          property.  Within  sixty  days  following the date that a final decree
          adjudicating  the  groundwater  underlying  the  Property is obtained,
          DEVELOPER shall transfer and convey to PURECYCLE good and merchantable
          title  without  encumbrances for the Dedicated Groundwater. Conveyance
          shall be in the general form of Exhibit A. DEVELOPER shall be entitled
          to  receive  a credit for the Dedicated Groundwater in accordance with
          Section  4.03.  The  amount  of groundwater available for adjudication
          under  the  Property  is  estimated to be 35 acre feet per year (af/y)
          from  the  Upper  Arapahoe  aquifer,  22  af/y from the Lower Arapahoe
          aquifer,  and  37 af/yr from the Laramie FoxHills aquifer; for a total
          of  94  af/y  from  the  three  aquifers.  In the event that the final
          adjudicated  amounts  of  the  Dedicated Groundwater are substantially
          different  from these estimated amounts, the amount of Export Water to
          be  dedicated  and  reserved  for the Property and other provisions of
          Article  5, including the valuation for the Dedicated Export Water and
          the  amount  of  the  Option  Fees,  shall be subject to adjustment in
          accordance  with  Section  4.04.

          (ii)     In  order to assure sufficient and adequate amounts of Export
          Water  to  serve reasonable demands for the Property, PURECYCLE grants
          DEVELOPER an option for obtaining water service utilizing Export Water
          pursuant  to  Article  5  below. PURECYCLE's obligations to convey and
          deliver  Export  Water  to DEVELOPER shall be expressly subject to the
          terms  and  conditions  of  the  Export  Water  Deed.

          (iii)     The  parties  recognize  that the final FDP for the Property
          may  allow  for the development of commercial and residential units in
          excess  of  the  number  of  EQR's  provided for under this Agreement.
          DEVELOPER  may  be  entitled  to  purchase  additional Water Taps from
          PURECYCLE  in  accordance with the provisions of


Hills at Sky Ranch WSA                                              Page 5 of 29
<PAGE>
          Rangeview's  Rules  and  Regulations  and  subject  to  a  definitive
          agreement  for  said  additional  Water  Taps. Nothing in this Section
          2.01(e)(iii) shall be deemed to expand or extend DEVELOPER's rights to
          purchase  Water Taps beyond those rights established elsewhere in this
          Agreement.

     (f)     PURECYCLE shall cause the Water Facilities to be designed, operated
     and  maintained  to comply with applicable requirements of the Federal Safe
     Drinking  Water  Act  or  such  other  similar  or  successor  laws.

     (g)     The  responsibilities  for  the  construction,  operation,  and
     maintenance  and  the ownership and/or transfer of ownership, for the Water
     Facilities  generally  are  set  out  in  Article  3  below.

     (h)     DEVELOPER  shall  cause domestic wastewater from the Property to be
     treated  with  domestic  wastewater from the Sky Ranch PUD. PURECYCLE shall
     maintain  ownership  and  dominion  over  all  treated  wastewater from the
     Property,  after  reasonable  consumptive  use  treatment  losses.  Treated
     domestic  wastewater  from  the Property shall be of similar quality and be
     made  available  to  PURECYCLE  for  use  by  PURECYCLE  for  irrigation,
     augmentation,  storage,  exchange  or  other purposes until extinction in a
     similar  manner  as  wastewater  from  the  Sky  Ranch PUD. DEVELOPER shall
     provide  to  PURECYCLE a copy of any wastewater service agreements which it
     intends to enter into for the Property for PURECYCLE's review and approval,
     with  said  approval  not  being  unreasonably  withheld.

                                    ARTICLE 3
                                WATER FACILITIES

3.01     Classification  of  Water  Facilities.  For  the  purposes  of  this
         -------------------------------------
Agreement,  Water  Facilities  are  segregated into four categories:  Wholesale,
Retail,  Customer,  and  Special.

     (a)     Wholesale Facilities.  Wholesale Facilities consist of water wells,
             --------------------
     well  water  collection  pipelines,  water  treatment plants, water storage
     tanks,  water  storage  reservoirs,  major  water  pumping  stations, water
     transmission  pipelines,  and  related  appurtenances,  all  except  as may
     otherwise  be  identified  as  Retail  Facilities,  Special  Facilities, or
     Customer  Facilities  below.  PURECYCLE shall own the Wholesale Facilities.
     PURECYCLE  shall  have  direct responsibility for the design, construction,
     operation  and  maintenance  of the Wholesale Facilities in accordance with
     all  state  and  local governmental requirements. DEVELOPER shall convey or
     otherwise  have  transferred  to  PURECYCLE  fee  title  to  or  easements
     acceptable  to  PURECYCLE  for  property  required  for the Wholesale Water
     Facilities  to be located on the Property, including but not limited to the
     following:

          (i)     A  wellfield  allowing for completing, operating, maintaining,
          and  replacing  the  wells  to  each  of  the  underlying Denver Basin
          groundwater  aquifers.  The  dedicated  area for the wellfield will be
          about  one  acre. PURECYCLE shall work cooperatively with DEVELOPER to
          establish acceptable legal boundaries for the wellfield, with approval
          by  DEVELOPER  not  being  unreasonably  withheld.

     (b)     Retail  Facilities.  Retail  Facilities  shall  be  the  water
             ------------------
     distribution  system  to  transport  potable  and  irrigation  water  from
     connection  points with the Wholesale Facilities to all areas of use on the
     Property. Retail Facilities include, and are limited to, water distribution


Hills at Sky Ranch WSA                                              Page 6 of 29
<PAGE>
     pipelines  ("Water  Mains"), valves, fire hydrants, and other appurtenances
     related to such distribution system. All Water Mains located on or adjacent
     to  the  Property shall be considered Retail Facilities. DEVELOPER shall be
     responsible  for  the  design  and construction of the Retail Facilities in
     accordance with the minimum design standards and other provisions contained
     in  Rangeview's Rules and Regulations. Any changes to Rangeview's Rules and
     Regulations  shall  be applied consistently to all customers being governed
     by  said  rules  and  regulations,  and  such  changes  will not be applied
     retroactively.  All  costs  for  the  design and construction of the Retail
     Facilities  shall  be funded independently from any fees, rates and charges
     assessed  pursuant to Rangeview's Rules and Regulations. Upon completion of
     construction,  and  prior  to  being placed into operation, DEVELOPER shall
     dedicate  and  transfer, or otherwise cause the dedication and transfer of,
     title to all Retail Facilities to RANGEVIEW in accordance with Article 5 of
     Rangeview's  Rules  and  Regulations.

     (c)     Customer  Facilities.  Customer Facilities consist of water service
             --------------------
     pipelines,  piping,  meters,  plumbing,  and  related appurtenances used to
     convey  water  from  a  Water Main to an individual Customer, including the
     physical  connection  of a service line to a Water Main. The dividing point
     between the Water Main and the Customer Facilities is the downstream end of
     the  Corporation  Stop.  Customer  Facilities  shall  be  constructed  in
     accordance  with  the  requirements  contained  in  Rangeview's  Rules  and
     Regulations  and  with  applicable  building  codes.

     (d)     Special  Facilities.  Special  Facilities  are specified facilities
             -------------------
     required  to  provide  water  service  to  the  Property  but which are not
     considered Wholesale Facilities, Retail Facilities, or Customer Facilities.
     Responsibility  for  funding, planning, design, construction, operation and
     maintenance of the Special Facilities are set out below. Special Facilities
     anticipated  to  serve  the  Property  consist  of, and are limited to, the
     following:  A  ratable share of the offsite water transmission pipeline and
     the  effluent  storage  reservoir  site,  which  are  to  be constructed in
     conjunction  with other water customers of PURECYCLE including those at the
     Sky  Ranch  PUD  as  contemplated  by  the  Sky  Ranch  WSA.

3.02     Construction  of Wholesale and Special Facilities.  PURECYCLE shall use
         -------------------------------------------------
all reasonable efforts to cause the Wholesale Facilities and Special Facilities,
having  sufficient  capacity  to  meet  the  demands  established in the amended
Exhibit  C  of  the  Sky  Ranch  WSA,  to  be  permitted,  designed,  acquired,
constructed,  installed  and made ready to be placed into service according with
the  schedule  also  shown  in  Exhibit  C  of  the  Sky Ranch WSA.  PURECYCLE's
obligations shall be contingent on the timely payment of fees, rates and charges
and  on  the timely execution of other obligations by DEVELOPER as identified in
this  Agreement.

3.03     Regulatory  Approval  Contingencies.  All  parties  to  this  Agreement
         -----------------------------------
acknowledge  that the design, construction and operation of the Water Facilities
require  permits  and  approvals from regulatory entities including the State of
Colorado, Arapahoe County, Tri-County Health Department, Bennett Fire Protection
District,  and others.  The granting of such regulatory permits and approvals is
beyond the direct control of the parties to this Agreement.  In the event one of
the  parties  receives notice from any regulatory agency of a potential delay in
the  issuance  of  a  permit  or  necessary  approval,  such party shall provide
immediate  written  notice  to  the  other parties of such potential delay.  The
parties shall mutually cooperate to determine a potential solution to lessen the
impact  of  such  delay(s).


Hills at Sky Ranch WSA                                              Page 7 of 29
<PAGE>
3.04     Force  Majeure.  Without  limiting  the  foregoing, should any party be
         --------------
unable  to  perform any obligation required of them under this Agreement because
of any cause beyond its control, including but not limited to war, insurrection,
riot,  civil  commotion,  strikes,  lockout, fire, earthquake, windstorm, flood,
acts  of governmental authorities, moratoriums, material shortages, or any other
force  majeure,  each  party's  performance  of  the  obligation affected shall,
subject  to  the  provisions  of Section 8.01 below, be suspended for so long as
such  cause  prevents  it  from  performing  such  obligation.

3.05     Unified Operation and Use of Water Facilities.  The Water Facilities to
         ---------------------------------------------
be  constructed  to  serve  the Property are components of a larger water system
planned  and  to  be  operated  by  PURECYCLE.  The  Water  Facilities  shall be
available  for  use  by  all  of  PURECYCLE's  customers  in  accordance  with
Rangeview's  Rules  and  Regulations  and  with  sound  domestic  water  system
engineering,  management  and  operational  practices.

3.06     Deeds  of  Trust  and  Security  Interests.  In  order  to  secure  the
         ------------------------------------------
obligations  of  PURECYCLE under this Agreement, PURECYCLE shall provide, to the
extent  held  by PURECYCLE, DEVELOPER with a first-priority deed of trust and/or
Uniform  Commercial  Code  security  interest  ("UCC  Security  Interest"),  as
appropriate,  in  PURECYCLE's  rights  to  the  following  collateral:  (i)  the
Dedicated  Groundwater,  immediately  upon  any  conveyances  by  DEVELOPER  to
PURECYCLE  pursuant to Section 2.01(e)(i); (ii) the Wholesale Facilities located
on  the  Property,  together  with  any  real property associated therewith upon
commencement  of  construction  of  such  facilities;  and  (iii) any other real
property  or easements together with any existing or future improvements thereon
conveyed  or  granted  by  DEVELOPER  to  PURECYCLE  simultaneously  with  such
conveyance.  In  order  to  secure  the  obligations  of  RANGEVIEW  under  this
Agreement,  RANGEVIEW  shall  provide  Developer  a first-priority deed of trust
and/or  UCC  Security  Interest in the Retail Facilities, together with any real
property conveyed or granted to RANGEVIEW associated with the Retail Facilities.
PURECYCLE  previously granted a first-priority deed of trust and/or UCC Security
Interest to the Land Board in the Export Water.  PURECYCLE shall grant DEVELOPER
with  a  second-priority  deed  of  trust  and/or  UCC  Security Interest in the
Dedicated  Export  Water  at  the  time  the  Option,  pursuant to Article 5, is
exercised  by  DEVELOPER.  Upon  the  payment  of  Water  Tap Fees by DEVELOPER,
PURECYCLE shall obtain, with respect to the Dedicated Export Water applicable to
such  Water Tap Fees, the release of any first-priority deed of trust and/or UCC
Security  Interests  in the Export Water.  PURECYCLE covenants that it shall not
place  any  additional  encumbrances  on  the  Dedicated  Export  Water  without
DEVELOPER's  prior written consent.  PURECYCLE covenants that it shall not place
any  additional  encumbrances  on the Dedicated Export Water without DEVELOPER's
prior  written  consent.All of the deeds of trusts and/or UCC Security Interests
referenced  in  this  Section  3.06 shall remain in place until all of the Water
Taps pursuant to Exhibit C of the Sky Ranch WSA, as amended, have been purchased
or  expired  pursuant  to  their  terms.

3.07     Parties  Obligated.  RANGEVIEW  is  liable and responsible only for the
         ------------------
specific  undertakings  provided for in Sections 3.01(b) above and shall have no
liability  or responsibility whatever for performance of any obligations imposed
upon  PURECYCLE  under  this  Agreement.  Services  to  be provided by RANGEVIEW
pursuant  to Section 3.01(b) above shall be provided by PURECYCLE, but RANGEVIEW
shall  nevertheless  be primarily obligated and responsible to the other parties
to  this  Agreement  for the performance of those services.  Notwithstanding the
foregoing,  RANGEVIEW  shall still be obligated to enforce the provisions of any
agreements  it  has


Hills at Sky Ranch WSA                                              Page 8 of 29
<PAGE>
with  PURECYCLE  that  affect  the rights and obligations of the DEVELOPER under
this  Agreement.


                                    ARTICLE 4
                FEES, RATES, CHARGES, CREDITS AND REIMBURSEMENTS

4.01     General.  Rangeview's  Rules  and Regulations establish rates, fees and
         -------
charges  for water service, which are incorporated herein by reference and which
are  subject  to  change from time to time.  Except as otherwise provided for in
this Agreement, such rates, fees and charges shall apply to all Customers on the
Property obtaining domestic water service from PURECYCLE.

4.02     Water  Tap  Purchases.  DEVELOPER  shall  purchase  Water  Taps  from
         ---------------------
PURECYCLE for use on the Property.  Water Taps purchased for use on the Property
shall  be  viewed  jointly  with  Water  Taps purchased at the Sky Ranch PUD for
purposes of meeting the minimum tap takedown requirements established in amended
Exhibit C of the Sky Ranch WSA, as amended.  Except to the extent that the Water
Resource  Charge  portion  of  a  specific Water Tap is to be met by DEVELOPER's
credit for Dedicated Groundwater pursuant to Section 4.03 below, DEVELOPER shall
pay  the  Water  Resource  Charge  portion  of the Water Tap Fee directly to the
Davis, Graham and Stubbs LLP Trust Account.  Deposits to the trust account shall
be used to release outstanding security interests on the Dedicated Export Water.
Upon  receipt  of  the  payment of the Water Resource Charge for each Water Tap,
PURECYCLE will provide evidence to the DEVELOPER that the Dedicated Export Water
associated  with  such  tap  has  been released from any encumbrances other than
those  granted  to  DEVELOPER.

4.03     Groundwater  Dedication  Credit.  Upon  final  adjudication  of  the
         -------------------------------
groundwater  under  the Property and DEVELOPER's transfer of acceptable title to
PURECYCLE  for  the  approved  Dedicated  Groundwater  per  Section  2.01(e)(i),
DEVELOPER  shall  be  granted  a  credit.  At  the  DEVELOPER's election and his
providing  written  direction  to  PURECYCLE  of such, the credit may be applied
either towards the Water Resource Charge portion of the Water Tap Fee or towards
the  Special  Facilities  Surcharge  (per  Section  4.04  below)  for Water Taps
purchased  by DEVELOPER subsequent to said transfer of title.  The amount of the
Groundwater  Dedication  Credit will be determined using eighty percent (80%) of
the  current  Water  Resource  Charge  portion  of  the  Water  Tap  Fee  (i.e.,
$3,400/EQR)  and,  using  the  anticipated amount of Dedicated Groundwater to be
adjudicated,  is  calculated  as  follows:

     94 af/yr anticipated adjudicated groundwater 0.7 acre feet/year per EQR =
     134 EQR

     134 EQR * $3,400/EQR Water Resource Charge = $455,600 * 80% = $364,480

In  the  event  that  title  for  the  Dedicated  Groundwater  is transferred to
PURECYCLE  pursuant  to  Section  2.01(e)(i), DEVELOPER shall not be required to
separately  reimburse  PURECYCLE  for  costs incurred by PURECYCLE to obtain the
decree  for  the  water  rights.  In  the  event that a decree for the Dedicated
Groundwater  is  not  obtained  and  that  acceptable  title  for  the Dedicated
Groundwater  is not transferred to PURECYCLE within three years of the Effective
Date of this Agreement, DEVELOPER shall reimburse PURECYCLE for the actual costs
incurred  by  PURECYCLE  to  obtain  the  decree  and  title  for  the Dedicated
Groundwater whether or not successful, with payment being made within sixty days
of  PURECYCLE's  claim  for  payment.


Hills at Sky Ranch WSA                                              Page 9 of 29
<PAGE>
4.04     Special  Facilities  Surcharge.  A  surcharge  of Seven Hundred dollars
         ------------------------------
($700) shall apply to each Water Tap purchased by DEVELOPER for the Hills at Sky
Ranch  PUD  and  shall  be  used  by PURECYCLE to fund the construction of those
Special  Facilities  identified  in  Section 3.01(d).  Should DEVELOPER elect to
apply  the  Groundwater  Dedication  Credit  towards  the  Special  Facilities
Surcharge,  the amount of the surcharge would be reduced to an estimated $271.20
per  Water  Tap,  calculated  as  follows:

     $364,480 estimated Groundwater Dedication Credit 850 EQR = $428.80/EQR

     $700/EQR Surcharge - $428.80/EQR Credit = $271.20/EQR balance of surcharge


                                    ARTICLE 5
                              WATER SERVICE OPTION

5.01     Option.  In  consideration  for the payment of the option fees pursuant
         ------
to  the  schedule  set  forth in Section 5.02 (the "Option Fee") by DEVELOPER to
PURECYCLE,  PURECYCLE  shall  grant  and  convey  to  DEVELOPER  an  option (the
"Option")  to  purchase  Water Taps for use on the Property for up to a total of
850  EQRs.  Based  on  the estimated amount of Dedicated Groundwater pursuant to
Section  2.01(e)(i) above, Two hundred and fifty (250) acre-feet per year of the
Export  Water  (the "Dedicated Export Water") shall be so reserved by PURECYCLE.
The  valuation  for  the Dedicated Export Water shall be as set forth in Section
5.05 below. PURECYCLE's obligations to convey and deliver Dedicated Export Water
to  DEVELOPER  shall  be  expressly  subject  to the terms and conditions of the
Export  Water  Deed.

5.02     Exercise  Terms.  Notwithstanding  the  provisions  of  Section
         ---------------
5.04,DEVELOPER  shall  be  authorized  to  exercise the Option at any time after
Water  Taps  for 1,000 EQRs have been purchased for use at the Sky Ranch PUD and
expiring  on  the  earliest  date  described  following:

     (a)     Date  on  which  Water  Taps  for  1,500  EQR  have  been purchased
     cumulatively  for  use  at  the Sky Ranch PUD and at the Hills at Sky Ranch
     PUD.

     (b)     at  5:00  p.m.  on  the  fifth (5th), sixth (6th), or seventh (7th)
     anniversary  of  the  Effective Date, unless in each case DEVELOPER extends
     the  option  in  accordance  with  Section  5.04;  or

     (c)     at 5:00 p.m. on the eighth (8th) anniversary of the Effective Date.

DEVELOPER  may exercise this Option by delivering to PURECYCLE written notice of
its  intent  to  proceed with development at the Hills at Sky Ranch PUD provided
such  notice is delivered during the term of the Option and DEVELOPER is then in
compliance  with  any  other  contracts  between  DEVELOPER and PURECYCLE.  Upon
DEVELOPER's exercise of the Option, PURECYCLE shall reserve the Dedicated Export
Water  for use on the Property and shall diligently complete construction of the
facilities  necessary to deliver the Dedicated Export Water to the Property, and
PURECYCLE will provide domestic water service to the Property in accordance with
this  Agreement.


Hills at Sky Ranch WSA                                             Page 10 of 29
<PAGE>
5.03     Payment  Terms.  The  Option  Fee  shall  be  payable  by  DEVELOPER to
         --------------
PURECYCLE  in  cash,  by wire transfer or by certified check with payments being
made directly to the Davis, Graham & Stubbs LLP Trust Account as follows:

     (a)     Ten  Thousand  Four Hundred Dollars ($10,400) payable within thirty
     (30)  days  following  the  Effective  Date;

     (b)     Ten  Thousand Four Hundred Dollars ($10,400) payable on each of the
     first,  second, third and fourth anniversaries of the Effective Date unless
     the  Option  is  exercised prior to such anniversary date, in which case no
     further  Option  Fee  shall  be  due.

5.04     Extension of Option.  In the event that DEVELOPER has not exercised the
         -------------------
Option  in  accordance with Section 5.03, DEVELOPER may extend the Option for up
to  an additional three one-year terms by making payments directly to the Davis,
Graham  & Stubbs LLP Trust Account of Twenty One Thousand Dollars ($21,000) (the
Option  Extension  Fee)  for  each additional one-year extension term.  Payments
shall  be  due  on  the  fifth  anniversary of the Effective Date for a one year
extension, on the fifth and sixth anniversaries for a two year extension, and on
the fifth, sixth and seventh anniversaries for a three year extension.

5.05     Dedicated  Export  Water  Valuation.  The value of the Dedicated Export
         -----------------------------------
Water  shall  be calculated based on Rangeview's Rules and Regulations in effect
at  the  time  of  exercise.  The  Rules  and Regulations currently establish an
allocation  of  0.7  acre-feet  per year per EQR.  The 250 acre-feet per year of
Dedicated  Export  Water is allocated to 357 EQR's which, when multiplied by the
current Water Resource Charge of $3,400 per EQR, results in a total valuation of
$1,213,800.

                                    ARTICLE 6
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

6.01     DEVELOPER  Representations  and  Covenants.  In  addition  to the other
         ------------------------------------------
representations,  warranties  and  covenants made by DEVELOPER herein, DEVELOPER
makes  the  following  representations,  warranties  and  covenants:

     (a)     DEVELOPER  is duly authorized to execute this Agreement and perform
     its obligations hereunder, and all action on its part for the execution and
     delivery  of this Agreement has been or will be duly and effectively taken.

     (b)     DEVELOPER  represents  that  the  water rights for the Denver Basin
     Groundwater  underlying  the  Property  have  not  been  separated from the
     Property,  are  available  for  adjudication  to  the  best  of DEVELOPER's
     knowledge,  and  that DEVELOPER has or will have the right as land owner to
     obtain  a  decree  for  the  Dedicated  Groundwater underlying the Property
     pursuant  to Section 2.01(e)(i) above. DEVELOPER shall provide to PURECYCLE
     an  opinion  letter from water counsel establishing the availability of the
     Dedicated  Groundwater  for  adjudication by DEVELOPER within sixty days of
     the  mutual  execution  of  this Agreement. The water rights opinion letter
     shall  also  address the availability of the groundwater underlying the Sky
     Ranch  PUD, which groundwater was defined as the "Dedicated Groundwater" in
     the Sky Ranch WSA and is the subject of Case No. 85CW157 of the Water Court
     of  Colorado,  Water  Division  No.  1.


Hills at Sky Ranch WSA                                             Page 11 of 29
<PAGE>
     (c)     DEVELOPER  shall  transfer  title  for the Dedicated Groundwater to
     PURECYCLE once a decree for the Dedicated Groundwater is obtain pursuant to
     Section  2.01(e)(i)  above.

     (d)     DEVELOPER  shall  at its sole cost provide or otherwise transfer to
     PURECYCLE  acceptable  easements for pipelines, utilities and access to the
     wholesale  water  facilities  described  in  Section  3.01(a)  above.

     (e)     DEVELOPER  shall  cause  all Retail Facilities to be located on the
     Property  in  accordance  with Section 3.01(b) herein, along with easements
     pursuant  to  Rangeview's  Rules and Regulations, to be designed, acquired,
     constructed  and  installed.

     (f)     DEVELOPER  shall  pay  a  Special  Facilities surcharge pursuant to
     Section  4.04  above.

     (g)     DEVELOPER  shall  make arrangements for domestic wastewater service
     for  the Property from the same wastewater service provider that serves the
     Sky  Ranch  PUD and with similar wastewater service provisions as customers
     at  the  Sky  Ranch  PUD,  including  the  return of all treated wastewater
     effluent from the Property to PURECYCLE for use by PURECYCLE.

     (h)     DEVELOPER  shall  include provisions, satisfactory to PURECYCLE, in
     any  agreements  which  DEVELOPER  may  enter  into with other governmental
     agencies  providing  that all domestic water service for development on the
     Property shall be provided exclusively by PURECYCLE in accordance with this
     Agreement.

     (i)     DEVELOPER  acknowledges  that  construction of the Water Facilities
     can  only  proceed  concurrently  with  other development activities on the
     Property  and  at  other property within the Sky Ranch PUD. DEVELOPER shall
     endeavor  to schedule and cause these other development activities to occur
     in a manner and on a schedule that allow for the efficient, cost effective,
     and  timely  construction  of  the  Water  Facilities.

     (j)     DEVELOPER  anticipates  installing  a  portion  of  the  Customer
     Facilities.  In  any event, PURECYCLE shall not incur or be responsible for
     any  cost  or  expense  related to any Customer Facilities except as may be
     specifically provided for in Rangeview's Rules and Regulations.

     (k)     DEVELOPER  shall  abide by all applicable conditions and provisions
     of  Rangeview's  Rules  and Regulations with regard solely to water service
     for  the  Property.

     (l)     DEVELOPER  shall  keep  and  perform  all  of  their  covenants and
     agreements  contained  herein  in  a  timely  manner  that  will not impede
     PURECYCLE  from  meeting  their  obligations.

     (m)     Neither  the  execution  of this Agreement, the consummation of the
     transactions  contemplated  hereunder,  nor  the  fulfillment  of  or  the
     compliance  with  the  terms  and conditions of this Agreement by DEVELOPER
     will  conflict  with  or  result  in  a  breach of any terms, conditions or
     provisions  of,  or constitute a default under, or result in the imposition
     of  any  prohibited  lien,  charge  or  encumbrance of any nature under any
     agreement,  instrument,


Hills at Sky Ranch WSA                                             Page 12 of 29
<PAGE>
     indenture or any judgment, order or decree to which DEVELOPER is a party or
     by which DEVELOPER or the Property are bound.

6.02     PURECYCLE  Representations  and  Covenants.  In  addition  to the other
         ------------------------------------------
representations,  warranties  and  covenants made by PURECYCLE herein, PURECYCLE
makes  the  following  representations,  warranties  and  covenants:

     (a)     PURECYCLE  is duly authorized to execute this Agreement and perform
     its obligations hereunder, and all action on its part for the execution and
     delivery  of this Agreement has been or will be duly and effectively taken.

     (b)     PURECYCLE  shall  keep  and  perform  all  of  its  covenants  and
     agreements  contained  herein  in  a  timely  manner  that  will not impede
     DEVELOPER  from  meeting  their  respective  obligations.

     (c)     PURECYCLE  shall reserve the Dedicated Export Water pursuant to the
     provisions  of  Article  5  herein.

     (d)     Neither  the  execution  of this Agreement, the consummation of the
     transactions  contemplated  hereunder,  nor  the  fulfillment  of  or  the
     compliance  with  the  terms  and conditions of this Agreement by PURECYCLE
     will  conflict  with  or  result  in  a  breach of any terms, conditions or
     provisions  of,  or constitute a default under, the Export Water Agreement,
     the  Export  Water  Deed,  or  any other agreement, mortgage, indenture, or
     instrument  to  which  PURECYCLE is a party, or result in the imposition of
     any  prohibited  lien,  charge  or  encumbrance  of  any  nature  under any
     agreement,  instrument,  indenture  or any judgment, order or decree of any
     court to which PURECYCLE is a party or by which PURECYCLE is bound.

     (e)     Water  Rights.  PURECYCLE  shall  provide  to  DEVELOPER an opinion
             -------------
     letter  of  water counsel within sixty (60) days of the mutual execution of
     this Agreement prepared by Petrock and Fendel, P.C., for the benefit of the
     DEVELOPER.  The opinion letter shall represent that PureCycle has the right
     to  utilize  the  Dedicated  Export  Water  to  serve  the  Property, shall
     recognize  the  Export  Water  dedicated to the Sky Ranch PUD, and shall be
     reasonably  in  the  same form as the March 19, 2004 letter granted for the
     Sky  Ranch  PUD.

     (f)     Estoppels.  PURECYCLE  shall request from the Land Board assurances
             ---------
     concerning  the  current status and validity of the Lease. The Land Board's
     assurances  shall  be  in  the  general  form  of  the Estoppel Certificate
     provided  in Exhibit D. RANGEVIEW shall also provide an estoppel concerning
     the  current  status  and  validity of the Lease in the general form of the
     Estoppel  Certificate  provided  in  Exhibit  E  within  60  days of mutual
     execution  of  this  Agreement.

6.03     RANGEVIEW Representations and Covenants.  RANGEVIEW makes the following
         ---------------------------------------
representations,  warranties  and  covenants:

     (a)     RANGEVIEW  is duly authorized to execute this Agreement and perform
     its obligations hereunder, and all action on its part for the execution and
     delivery  of this Agreement has been or will be duly and effectively taken.


Hills at Sky Ranch WSA                                             Page 13 of 29
<PAGE>
     (b)     RANGEVIEW  shall  keep  and  perform  all  of  their  covenants and
     agreements  contained  herein  in  a  timely  manner  that  will not impede
     PURECYCLE and DEVELOPER from meeting their respective obligations.

     (c)     Neither  the  execution  of this Agreement, the consummation of the
     transactions  contemplated  hereunder,  nor  the  fulfillment  of  or  the
     compliance  with  the  terms  and conditions of this Agreement by RANGEVIEW
     will  conflict  with  or  result  in  a  breach of any terms, conditions or
     provisions  of,  or constitute a default under, the Lease, the Export Water
     Agreement,  the  Export  Water  Deed,  or  any  other  agreement, mortgage,
     indenture,  or  instrument  to  which  RANGEVIEW  is  a  party  or by which
     RANGEVIEW  is  bound,  or  result in the imposition of any prohibited lien,
     charge  or  encumbrance  of  any  nature  under  any agreement, instrument,
     indenture  or any judgment, order or decree of any court to which RANGEVIEW
     is  a  party  or  by  which  RANGEVIEW  is  bound.

6.04     Instruments  of  Further Assurance.  DEVELOPER, PURECYCLE and RANGEVIEW
         ----------------------------------
covenant  that  they  will  do, execute, acknowledge and deliver, or cause to be
done, executed, acknowledged and delivered, such acts, instruments and transfers
as  may  reasonably  be  required  for  the  performance  of  their  obligations
hereunder.

                                    ARTICLE 7
                 DEFAULT BY DEVELOPER; REMEDIES AND ENFORCEMENT

7.01     Events  of  Default.  A  default  by the DEVELOPER under this Agreement
         -------------------
shall not be considered a default under the Sky Ranch WSA. The occurrence of any
one  or  more of the following events or the existence of any one or more of the
following  conditions  shall  constitute  an Event of Default by DEVELOPER under
this  Agreement:

     (a)     Failure  by DEVELOPER to make payment of any Water Tap Fees, Option
     Fees,  Option  Extension  Fees,  or other rates, fees or charges identified
     herein  when  the  same  shall  become  due and payable as provided herein.

     (b)     Failure  by DEVELOPER to cause the Retail Facilities to be designed
     and  constructed  in  a  timely  manner.

     (c)     Failure  by  DEVELOPER to provide fee title to or easements for any
     property  required  by  PURECYCLE  for the Wholesale Water Facilities to be
     located  on  the  Property.

     (d)     Default  in  the  performance  or  observance  of  any other of the
     covenants,  agreements  or  conditions  on  the  part  of DEVELOPER in this
     Agreement.

7.02     Remedies  on Occurrence of Event of Default.  Upon the occurrence of an
         -------------------------------------------
Event  of  Default  by  DEVELOPER,  and  after  all  cure  periods have expired,
PURECYCLE  shall have the following rights and remedies, any or all of which may
be  pursued  in  the  sole  discretion  of  PURECYCLE:

     (a)     To  protect  and  enforce  its  rights under this Agreement and any
     provision  of  law by such suit, action or special proceedings as PURECYCLE
     may  deem  appropriate, including without limitation for the enforcement of
     any  appropriate  legal or equitable remedy, or for the recovery of damages
     caused by breach of this Agreement, including attorneys' fees and all other
     costs  and  expenses  incurred  in  enforcing  this  Agreement in the event
     PURECYCLE


Hills at Sky Ranch WSA                                             Page 14 of 29
<PAGE>
     prevails  in  its  exercise  of  such  remedies,  and DEVELOPER agrees that
     PURECYCLE  shall  have  the right to proceed against DEVELOPER for specific
     performance  of  any  covenant  or  agreement  contained  herein.

     (b)     To  exercise  any  and  all  other remedies provided by Rangeview's
     Rules and Regulations and this Agreement, until the default is fully cured.
     Any  delay  in a payment due pursuant to Article 4 shall extend the time of
     performance  of  PURECYCLE's  obligations  under  Section  3.02  above.

     (c)     To  take  or  cause  to  be  taken  such  other actions as it deems
     necessary  to  enforce  its  rights  hereunder.

     (d)     In  the  event PURECYCLE prevails in its exercise of such remedies,
     any  expenses  incurred  by  PURECYCLE  in connection with the remedies set
     forth  herein shall become due and payable by DEVELOPER immediately without
     notice  and  shall  bear interest at a percentage rate of ten percent (10%)
     per  annum.

7.03     Cure of Default.  In the Event of Default by DEVELOPER, the default may
         ---------------
be  cured  as  described  following:

     (a)     For  default  caused due to a failure by DEVELOPER to make payments
     as  set  forth  in  Section  7.01(a) above, by DEVELOPER, making payment to
     PURECYCLE  within  sixty  days  of PURECYCLE's notice of the default of all
     amounts  due  through  the  date  of  payment  plus  all  costs incurred by
     PURECYCLE  as  a  result  of  the  default.

     (b)     For  other  defaults, by DEVELOPER's performance, within sixty days
     after  the  Event  of  Default,  or  if  more than sixty days is reasonably
     required  to cure such default, by commencing to correct the default within
     said  sixty-day  period  and  thereafter prosecuting the same to completion
     with  reasonable  diligence.

7.04     Delay  or  Omission  of  Waiver.  No  delay or omission of PURECYCLE to
         -------------------------------
exercise  any right or power accruing upon any Event of Default shall exhaust or
impair  any such right or power or shall be construed to be a waiver of any such
Event  of  Default  or  acquiescence  therein.

7.05     No  Waiver  of  One Default to Affect Another; All Remedies Cumulative.
         ----------------------------------------------------------------------
No  waiver  of  any  Event  of Default hereunder by PURECYCLE shall extend to or
affect  any  subsequent  or  any  other  then existing Event of Default or shall
impair  any  rights  or remedies consequent thereon.  All rights and remedies of
PURECYCLE  provided  herein  may  be  exercised with or without notice, shall be
cumulative,  may  be  exercised  separately, concurrently or repeatedly, and the
exercise  of any such right or remedy shall not affect or impair the exercise of
any  other  right  or  remedy.


Hills at Sky Ranch WSA                                             Page 15 of 29
<PAGE>
                                    ARTICLE 8
           DEFAULT BY RANGEVIEW OR PURECYCLE; REMEDIES AND ENFORCEMENT

8.01     Termination  for  Frustration  of  Essential  Purpose.
         -----------------------------------------------------

     (a)     If  a  failure  to  obtain necessary regulatory approval, any force
     majeure,  or  any  default  by RANGEVIEW or PURECYCLE in the performance of
     their  obligations  hereunder  causes  a  delay  in the construction of any
     essential  element  of  the  Water Facilities, and it is impossible for any
     reconfiguration  of  the Water Facilities, or for any assumption of control
     pursuant  to  Section  9.02  of  the Sky Ranch WSA, if applicable under the
     circumstances,  to  achieve  water service to the Property, DEVELOPER shall
     have the right to terminate this Agreement upon written notice to RANGEVIEW
     and  PURECYCLE.  Notwithstanding  the  foregoing, the parties will mutually
     cooperate  to  the  extent possible with respect to delays pursuant to this
     Section. However, if DEVELOPER determines that such delays pursuant to this
     Section  will  not be resolved in a timely manner, DEVELOPER shall have the
     right  to  terminate  the  Agreement upon sixty (60) days written notice to
     RANGEVIEW  and  PURECYCLE.

     (b)     Upon  receipt  of a notice issued pursuant to subsection (a) above,
     RANGEVIEW  and  PURECYCLE  shall  immediately  cease  all work on the Water
     Facilities,  except  such  work  as  may  be required for the protection of
     public safety, to secure and protect the site of any construction work, and
     to  preserve  the  utility of any non-construction work for possible future
     use.

     (c)     In  the  event  of a termination under this Section 8.01, DEVELOPER
     shall  pay  RANGEVIEW  and  PURECYCLE  for all work performed and materials
     purchased  through  and including the date on which RANGEVIEW and PURECYCLE
     receive  such  notice  and  for reasonable termination expenses it incurred
     unless  RANGEVIEW  or  PURECYCLE  has  committed  a material breach of this
     Agreement  which  is the proximate cause of the impossible circumstance. In
     that  event,  DEVELOPER shall not be required to pay RANGEVIEW or PURECYCLE
     for  any work performed and materials purchased. In addition, if a material
     breach  of  this Agreement by RANGEVIEW or PURECYCLE is the proximate cause
     of  the impossible circumstance, this subsection (c) shall not be construed
     to  bar DEVELOPER from claiming whatever damages it may be entitled to as a
     result  of  such  breach.

     (d)     For  the purposes of this Section 8.01, the term "impossible" shall
     mean a circumstance in which RANGEVIEW or PURECYCLE is truly prevented from
     performing,  and  not that continued performance is merely impracticable or
     unreasonably  expensive.  Such a circumstance must be beyond the control of
     and  not  created  by  DEVELOPER.

8.02     Foreclosure.  In  addition to the foregoing rights and remedies, in the
         -----------
event  of  a material default by RANGEVIEW and PURECYCLE with the performance of
their  obligations  under  this  Agreement,  DEVELOPER  may  exercise any rights
provided  pursuant  to  the  deeds of trust and security interests granted under
Section 3.06, including the right to foreclose on any deeds of trust or security
interests,  and  to  exercise,  enforce,  or assert any and all other rights and
remedies  that  are  available  in  law  or  in  equity.


Hills at Sky Ranch WSA                                             Page 16 of 29
<PAGE>
                                    ARTICLE 9
                            MISCELLANEOUS PROVISIONS

9.01     Effective  Date.  This  Agreement shall be in full force and effect and
         ---------------
be legally binding on the date it is fully executed and delivered by the parties
hereto and upon the simultaneous execution of the Amendment to the Sky Ranch WSA
(Exhibit  B).

9.02     Termination  Contingency.
         ------------------------=

     (a)     Development  Approvals.  Development  of the Property is contingent
             ----------------------
     upon  DEVELOPER  obtaining  approval  from  Arapahoe  County  of  a  Final
     Development Plan ("FDP") for a portion of the Property targeted for initial
     development.  If  said  approval  of  the  FDP  is not obtained in a timely
     manner,  but  in  no  event  later  than  twenty four (24) months after the
     Effective  Date of this Agreement, any party may terminate the Agreement on
     or  before  July  1,  2006  upon thirty days written notice to all parties.

     (b)     Water  Service  Marketability.  DEVELOPER has raised concerns about
             -----------------------------
     the  marketability of the Property based on the Export Water supply. If the
     developers  of the Sky Ranch PUD and the Hills at Sky Ranch PUD are jointly
     unable  to  consummate  a  sale or sales of at least 700 lots cumulative at
     both  planned  unit  developments to a nationally recognized homebuilder or
     homebuilders  within  24  months of the date of approval of the FDP for the
     Property, due principally to the homebuilders' or the homebuilder's concern
     over the Export Water, which concern must be supported and documented, then
     the  DEVELOPER  shall  be  entitled  to  terminate this Agreement by giving
     written  notice  thereof  to  RANGEVIEW and PURECYCLE. Termination shall be
     contingent  upon  the  right  of  RANGEVIEW  and  PURECYCLE to address such
     documented  homebuilder  concerns  with  engineering  evaluations and other
     documentation  as  they  choose.  If  PURECYCLE  is  unable to persuade the
     homebuilder or homebuilders to meet with PURECYCLE and RANGEVIEW to address
     the  documented  homebuilder's  or homebuilders' concerns, or to consummate
     the acquisition of the property as evidenced by a deed for all or a portion
     of  the  property  within  60  days  of  notice  of  termination, then this
     Agreement  shall  be  deemed  effectively  terminated  on  said  60th  day.

     (c)     Water  Rights.  If  DEVELOPER  is  unsatisfied  with the opinion of
             -------------
     water  counsel  provided  pursuant to Section 6.02(e), DEVELOPER shall have
     the  right  to  terminate  this  Agreement  by  giving  written  notice  to
     PURECYCLE.  In  no  event  shall DEVELOPER have the right to terminate this
     Agreement  pursuant to this Section after the Board of County Commissioners
     of  Arapahoe  County  has  approved  the  PDP.

     (d)     In  the  event  of  a  termination  pursuant  to this Section 9.02,
     PURECYCLE  shall  retain  ownership  of  any  and  all Wholesale Facilities
     completed,  substantially completed, or as may be under construction at the
     date  of  termination,  including any property, rights-of-way and easements
     required  for  their access, operation and maintenance. DEVELOPER shall not
     be  entitled  to  any  refund for Water Taps purchased prior to the date of
     termination  to  the extent that PURECYCLE has utilized or relied upon said
     tap  fee  revenue  for meeting their obligations hereunder. DEVELOPER shall
     fully  reimburse  PURECYCLE  for  any  additional  amounts,  not covered by
     revenue  from  DEVELOPER's purchase of Water Taps, incurred by PURECYCLE in
     pursuance  of  their  obligations  hereunder  prior  to  the  date  of


Hills at Sky Ranch WSA                                             Page 17 of 29
<PAGE>
     termination  up  to  a  maximum of $25,000.00 within 60 days of DEVELOPER's
     receipt  of  invoices  and  canceled  checks from PURECYCLE evidencing such
     obligations.

     (e)     The  termination  or  default  by  Icon Investors I, LLC and/or AMD
     under the Water Service Agreement for the Sky Ranch PUD shall not result in
     the  termination  or  default  by  any party to this Agreement and it shall
     remain in full force and effect unless otherwise terminated as provided for
     herein.  Notwithstanding the above, should any default by Icon Investors I,
     LLC and/or AMD cause an interruption of wastewater service to PURECYCLE and
     RANGEVIEW,  PURECYCLE and RANGEVIEW shall not be found in default of any of
     their  obligations to provide water service under this Agreement should the
     proximate  cause  of  default by PURECYCLE and RANGEVIEW be associated with
     the  interruption  of wastewater service. Upon default of Icon Investors I,
     LLC  and/or  AMD,  the DEVELOPER shall assume all obligations for providing
     continuous and uninterrupted wastewater service to PURECYCLE and RANGEVIEW.

9.03     Insurance,  Bonds,  and  Liens
         ------------------------------

     (a)     Insurance.  PURECYCLE  shall  at  all  times  carry  workers'
             ---------
     compensation  insurance  coverage fully covering all persons engaged in the
     performance  of  this  Agreement  in  accordance with Colorado law, and for
     public  liability insurance covering death and bodily injury with limits of
     not less than $1,500,000 for one person and $5,000,000 for any one accident
     or  disaster,  and  property  damage  coverage with limits of not less than
     $500,000,  which  insurance  shall name DEVELOPER as an additional insured.

     (b)     Insurance  and  Bonds  of  Contractors.  PURECYCLE  shall cause its
             --------------------------------------
     contractors and subcontractors to maintain adequate insurance and to obtain
     performance  bonds and labor and materials payment bonds in accordance with
     all  statutory  requirements. When the principal site of the work is on the
     Property,  insurance provided by contractors for construction activities to
     PURECYCLE  shall  name  DEVELOPER  as  an  additional  insured.

     (c)     Liens.  With  respect  to  any work to be performed by PURECYCLE on
             -----
     the  Property,  the  party  performing  the  actual  work shall protect the
     Property from mechanic's liens, and shall indemnify DEVELOPER and any other
     property  owner  from  and against and with respect to any such liens which
     attach  to  such Property or easements rights and shall cause any such lien
     to  be  removed  as  a  lien  within thirty (30) days of recording thereof.

     (d)     Indemnification.  Any  party  entering  upon  any  other  party's
             ---------------
     property  pursuant  to the rights granted under this Agreement or otherwise
     in  connection  herewith  including,  without  limitation,  for purposes of
     constructing  any  of the Water Facilities, to the extent permitted by law,
     hereby  indemnifies and saves the other party harmless from and against any
     and  all  loss,  liability,  damage,  claim,  fee, penalty, cost or expense
     (including  court  costs  and reasonable attorneys' fees) arising out of or
     related  to  any  entry  by  said  party,  its agents, employees, officers,
     contractors,  tenants,  licensees  or  invitees  (collectively,  the
     "Indemnifying Parties") onto said other party's property including, without
     limitation,  any  and all construction, installation, utility connection or
     other  work  or  activity  performed  thereon,  the  exercise of its rights
     pursuant  to  this  Agreement,  or  arising  out  of  the negligent acts or
     omissions of said Indemnifying Parties incurred by or asserted against said
     other  party,  its  officers,  employees, agents, representatives, lessees,
     contractors,  licensees  or  invitees.


Hills at Sky Ranch WSA                                             Page 18 of 29
<PAGE>
9.04     Time  is  of  the  Essence.  Time  is  of the essence hereof; provided,
         --------------------------
however, that if the last day permitted or the date otherwise determined for the
performance  of  any  act  required or permitted under this Agreement falls on a
Saturday, Sunday or legal holiday, the time for performance shall be extended to
the  next  succeeding  business  day,  unless  otherwise  expressly  stated.

9.05     Term.  This  Agreement  shall  extend  in  perpetuity  unless otherwise
         ----
terminated as provided for herein.

9.06     Parties  Interested  Herein.  Nothing  expressed  or  implied  in  this
         ---------------------------
Agreement  is  intended or shall be construed to confer upon, or to give to, any
Person other than DEVELOPER, PURECYCLE, or RANGEVIEW, any right, remedy or claim
under  or  by  reason  of  this Agreement or any covenants, terms, conditions or
provisions thereof.  All the covenants, terms, conditions and provisions in this
Agreement  by  and  on behalf of DEVELOPER, RANGEVIEW and PURECYCLE shall be for
the  sole  and  exclusive  benefit  of  the  parties  hereto.

9.07     Covenants  Run  With  the  Land.  The  covenants, terms, conditions and
         -------------------------------
provisions  set  forth  in this Agreement shall inure to and be binding upon the
representatives, successors and assigns of the parties hereto and shall run with
the  Property.  This Agreement or a Memorandum of Agreement shall be executed by
the  parties  and  recorded  against  the  Property.

9.08     Notices.  Except  as otherwise provided herein, all notices or payments
         -------
required  to  be  given  under  this  Agreement shall be in writing and shall be
hand-delivered  or  sent  by  certified  mail,  return receipt requested, to the
following  addresses:

               To DEVELOPER:    Icon Land II, LLC
                                5299 DTC Boulevard, Suite 815
                                Greenwood Village, CO  80111
                                Tel (303)984-9800
                                Fax (303)984-9874
               To PURECYCLE:    Pure Cycle Corporation
                                8451 Delaware Street
                                Thornton, Colorado  80260
                                Tel (303)292-3456
                                Fax (303)292-3475
               To RANGEVIEW:    Rangeview Metropolitan District
                                141 Union Blvd., Suite 150
                                Lakewood, Colorado  80228-1556
                                Tel (303)987-0835
                                Fax (303)987-2032


All  notices  will  be deemed effective one (1) day after hand-delivery or three
(3)  days  after  mailing  by registered or certified mail, postage prepaid with
return  receipt.  Any party by written notice so provided may change the address
to  which  future  notices  shall  be  sent.

9.09     Severability.  If any covenant, term, condition or provision under this
         ------------
Agreement  shall,  for  any  reason, be held to be invalid or unenforceable, the
invalidity  or  unenforceability  of such covenant, term, condition or provision
shall  not affect any other provision contained herein, the intention being that
such  provisions  are  severable.


Hills at Sky Ranch WSA                                             Page 19 of 29
<PAGE>
9.10     Counterparts.  This  Agreement  may  be  executed  in  one  or  more
         ------------
counterparts, each of which shall constitute an original, but all of which shall
constitute  one  and  the  same  document.

9.11     Amendment.  This  Agreement  may  be  amended  from  time  to  time  by
         ---------
agreement between the parties hereto and upon written notice to those parties of
the  Sky Ranch WSA as identified on Exhibit B hereto; provided, however, that no
amendment,  modification or alteration of the terms or provision hereof shall be
binding  upon  any  party unless the same is in writing and duly executed by all
parties  hereto.

9.12     Integration.  This  Agreement  and  the  Sky  Ranch WSA constitutes the
         -----------
entire  agreement  between  the  parties  hereto  concerning  the subject matter
hereof,  and  all prior negotiations, representations, contracts, understandings
or  agreements pertaining to such matters are merged into and superseded by this
Agreement  and  the  Sky  Ranch  WSA`.

9.13     Governing  Law.  This  Agreement  arises  out  of  the  transaction  of
         --------------
business  in  the State of Colorado by the parties hereto.  This Agreement shall
be  governed and construed in accordance with the laws of the State of Colorado.
The  performance  by the parties hereto of their respective obligations provided
for in this Agreement shall be in strict compliance with all applicable laws and
the rules and regulations of all governmental agencies, municipal, county, state
and  federal,  having  jurisdiction  in  the  premises.

9.14     Assignment  and  Amendment.  This  Agreement shall not be assignable by
         --------------------------
any  party  hereto  without  the prior written consent of the other party, which
consent shall not be unreasonably withheld or delayed.  Any attempted assignment
not  in  accordance  with  this Section shall be void and of no force or effect.

Developer  intends  to  create with respect to the Property, one or more special
districts  ("Districts")  to  facilitate  financing  and  development  of  the
infrastructure  improvements  and  public facilities for the Property, including
without limitation, the design, acquisition, construction and financing of water
system  improvements  necessary  to serve the Property. The parties hereby agree
that  at  the  time  such  Districts are created that certain obligations of the
Developer  hereunder  may  be assigned by the Developer to the Districts. To the
extent  DEVELOPER  assigns  any  of  its  obligations  under this Agreement, the
assignee  of  such  obligations  shall  expressly  assume  such obligations. The
parties  will  cooperate  in  the  drafting,  negotiation  and  execution  of an
amendment to this Agreement to add the Districts as parties to the agreement and
to  provide  for the assignment of certain of the Developer's obligations to the
Districts  and  the  assumption  of  such  obligations  by  the  Districts.

9.15     Binding  Effect.  This  Agreement  shall be binding upon and, except as
         ---------------
otherwise  provided  in  this  Agreement,  shall  inure  to  the  benefit of the
successors in interest or the legal representatives of the parties hereto.

                      [SIGNATURE PAGE AND EXHIBITS FOLLOW]


Hills at Sky Ranch WSA                                             Page 20 of 29
<PAGE>


                                 Icon Land II, LLC, a Colorado limited liability
                                 company

                                 By:  /s/ Andrew R. Klein
                                    ----------------------------------------
                                      Andrew R. Klein, Manager




                                 Pure Cycle Corporation, a Delaware
                                 Corporation

                                 By:  /s/ Mark Harding
                                    ----------------------------------------
                                      Mark Harding, President



Attest:
By:  /s/ Scott Lehman
   --------------------------------
     Scott Lehman, Secretary

(SEAL)


                           For purposes of Sections 3.01(b), 6.01(e) and 6.02(f)
                           Rangeview Metropolitan  District

                           By:  /s/ Thomas P. Clark
                              --------------------------------------------
                                Thomas P. Clark, Director


Hills at Sky Ranch WSA                                             Page 21 of 29
<PAGE>

STATE OF COLORADO   )
                    )   ss.
COUNTY OF ARAPAHOE  )
          --------

     The  foregoing  instrument  was acknowledged before me this 14th day of May
2004,  by  Andrew  R.  Klein,  as  Manager  of  Icon Land II, a Colorado limited
liability  company.

     Witness my hand and official seal.

     My commission expires:        02/18/2008
                              ---------------------

                                                       /s/ Sabine Latza
                                                       ------------------------
                                                       Notary Public


(SEAL)




Hills at Sky Ranch WSA                                             Page 22 of 29
<PAGE>

STATE OF COLORADO  )
                   )   ss.
COUNTY OF ADAMS    )
          -----

     The  foregoing  instrument  was acknowledged before me this 14th day of May
2004,  by  Mark  Harding,  as President, and Scott Lehman, as Secretary, of Pure
Cycle  Corporation,  a  Delaware  corporation.

     Witness my hand and official seal.

     My commission expires:          8/16/06
                              ----------------------

                                                       /s/ Tamara P. Nielsen
                                                       ------------------------
                                                       Notary Public


(SEAL)



STATE OF COLORADO  )
                   )   ss.
COUNTY OF ADAMS    )
          -----

     The  foregoing  instrument was acknowledged before me this 14th  day of May
2004,  by  Thomas  P.  Clark,  as  Director  of Rangeview Metropolitan District.

     Witness my hand and official seal.

     My commission expires: 8/16/06

                                                       /s/ Tamara P. Nielsen
                                                       ------------------------
                                                       Notary Public


(SEAL)


Hills at Sky Ranch WSA                                             Page 23 of 29
<PAGE>
                                    EXHIBIT A

                       WATER RIGHTS SPECIAL WARRANTY DEED

This Water Rights Special Warranty Deed is made and given effective ___________,
200_,  by  and from __________________________, a _____________________________,
whose  address  is  _________________________________________________________
("Grantor"),  to PURECYCLE CORPORATION, a Delaware Corporation, whose address is
8451  Delaware  Street,  Thornton  CO  80260  ("Grantee").

Grantor  hereby  sells,  conveys,  and assigns to Grantee all of Grantor's water
rights,  title  and  related  rights  and  interests of every kind in and to the
nontributary groundwater from the Upper Arapahoe, Lower Arapahoe and Laramie-Fox
Hills aquifers underlying the lands described in the Water Service Agreement for
the Hills at Sky Ranch PUD (the "Property") as decreed in Case No. __________ in
the  Water  Court  for  Water  Division  No.  1,  State  to  Colorado.

Grantor  hereby expressly reserves all of its rights, title and interests in and
to  all  non-tributary waters in the Denver aquifer underlying or appurtenant to
the  Property  and  related  interests  not  conveyed  herein  to  Grantee.

Grantor  further  warrants  the  title  and agrees to defend quiet and peaceable
possession  of  the  subject groundwater against all and every person or persons
claiming  title  by,  through  or  under  Grantor.

Date this _________ day of ______________, 200_.

                                                ________________________________

Attest:

By:  ________________________________           By:  ___________________________

Its:  _______________________________          Its:  ___________________________


STATE OF COLORADO   )
                    )   ss.
COUNTY OF           )

     The  foregoing  instrument  was  acknowledged  before  me this _____ day of
_____,  2004,  by  _____________________,  as  ________________________  and  by
_____________________  as  _____________________,  of  _____________________,  a
____________________].

     Witness my hand and official seal.

     My commission expires:   ___________________


                                               ---------------------------------
                                               Notary Public
(SEAL)


Hills at Sky Ranch WSA                                             Page 24 of 29
<PAGE>
                                    EXHIBIT B

                                    AMENDMENT
                             WATER SERVICE AGREEMENT
                                     FOR THE
                                  SKY RANCH PUD
                                                            Dated:  May 14, 2004
                                                                   -------------

RE:  Water  Service  Agreement  dated  October  31,  2003 by and between Airpark
Metropolitan  District  ("AMD");  Icon Investors I LLC ("DEVELOPER"); Pure Cycle
Corporation  ("PURECYCLE");  and  Rangeview  Metropolitan District ("RANGEVIEW")
relating to the provision of water service to the Sky Ranch PUD (Arapahoe County
case  No.  Z01-010).

     WHEREAS,  for  water  service  purposes, the parties to the aforesaid Water
Service  Agreement desire to recognize and accommodate the provision of domestic
water  service  by  PURECYCLE  and  RANGEVIEW to an approximately 160-acre tract
being  generally  the Northwest quarter of Section 10 in Township 4 South, Range
65  West  of  the  6th  Principal Meridian, Arapahoe County, Colorado, and being
designated  as  the  Hills  at  Sky  Ranch  PUD.

     WHEREAS,  the  Hills at Sky Ranch PUD is proposed to consist of residential
and  mixed used development having water system customers of up to 850 EQR, with
said development requiring additional water resources and expanded water service
facilities.

     WHEREAS, a "Water Service Agreement for the Hills at Sky Ranch PUD" between
Icon  Land  II,  LLC,  a  Colorado  limited liability corporation, RANGEVIEW and
PURECYCLE  ("Hills WSA") is to be executed simultaneously with this Amendment to
establish  terms  and  conditions for domestic water service to the Hills at Sky
Ranch PUD and also to recognize the interconnectedness between water service for
the  Hills  at  Sky  Ranch  PUD  with  that  for  the  Sky  Ranch  PUD.

     NOW THEREFORE, this Amendment, dated this 14th day of May 2004, shall amend
the  aforesaid  Water  Service  Agreement  as  follows:

1.   To  the extent practical, and unless specifically provided for otherwise in
     this  Amendment,  there  shall  be no distinction with regard to Water Taps
     purchased  for  the  Hills  at  Sky  Ranch  PUD as compared with Water Taps
     purchased  for  the  Sky  Ranch  PUD.

2.   Provisions  of  Article  5  dealing  with  domestic  wastewater service and
     treatment  shall apply equally to the Hills at Sky Ranch PUD as for the Sky
     Ranch  PUD.

3.   RANGEVIEW  agrees to assume any rights, obligations and duties delegated to
     it  under  the  Hills  WSA  including  but  not  limited  toownership  and
     maintenance responsibilities for the Retail Facilities for the Hills at Sky
     Ranch  PUD in a like manner as those responsibilities are to be assumed for
     the  Sky  Ranch  PUD.

4.   AMD's  right to assume control of the Water Facilities, pursuant to Section
     9.02  and  Section  3.05,  shall  extend to Water Facilities constructed to
     serve  the  Hills  at  Sky  Ranch  PUD.


Hills at Sky Ranch WSA                                             Page 25 of 29
<PAGE>
5.   To  the  extent practical, water system customers at the Hills at Sky Ranch
     PUD  shall  be treated equally and the same as similar customers at the Sky
     Ranch  PUD  by  RANGEVIEW  and  PURECYCLE, and by AMD in the event that AMD
     assumes  control  of  the  Water  Facilities  pursuant  to Section 9.02 and
     Section  3.05.

6.   Paragraph  (v)  of  the "Water Tap Takedown Schedule" in Exhibit C shall be
     amended  as  follows:

          "(v)     An  additional  Three  Hundred  Ten  (310)  Water  Taps to be
          purchased  on  the  first  Anniversary and each subsequent Anniversary
          through  the  twelfth  (12th)  Anniversary,  or until a total of 4,850
          Water  Taps  are  purchased, whichever is earlier. If 4,850 Water Taps
          have  not been purchased for use at the Sky Ranch PUD and the Hills at
          Sky  Ranch  PUD  on  the  twelfth  Anniversary, PURECYCLE shall not be
          obligated  to  sell additional Water Taps for use on the properties or
          to  reserve  Export  Water  to  serve  those  additional  Water Taps."

7.   Table  C-1, the Water Tap Takedown Schedule, of Exhibit C is hereby amended
     as  follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                      TABLE C-1  (AMENDED) WATER TAP TAKEDOWN SCHEDULE
-----------------------------------------------------------------------------------------
                                             Scheduled Tap Takedown  Minimum Tap Takedown
-------------------------------------------  ----------------------  --------------------
                                              EQR Per    Cumulative  EQR Per   Cumulative
Development Milestone or Schedule             Takedown      EQR      Takedown     EQR
-------------------------------------------  ----------  ----------  --------  ----------
<S>                                          <C>         <C>         <C>       <C>
60 days after PDP Approval by Arapahoe
County                                               20          20        20          20
-------------------------------------------  ----------  ----------  --------  ----------
DEVELOPER's Request for Construction Water           80         100        80         100
-------------------------------------------  ----------  ----------  --------  ----------
DEVELOPER's Request for Municipal Water
Service                                              56         156        56         156
-------------------------------------------  ----------  ----------  --------  ----------
90 days after DEVELOPER's Request for
Municipal Water Service                             244         400       244         400
-------------------------------------------  ----------  ----------  --------  ----------
1st Anniversary of Municipal Water Service          400         800       310         710
-------------------------------------------  ----------  ----------  --------  ----------
2nd Anniversary of Municipal Water Service          400       1,200       310       1,020
-------------------------------------------  ----------  ----------  --------  ----------
3rd Anniversary of Municipal Water Service          400       1,600       310       1,330
-------------------------------------------  ----------  ----------  --------  ----------
4th Anniversary of Municipal Water Service          400       2,000       310       1,640
-------------------------------------------  ----------  ----------  --------  ----------
5th Anniversary of Municipal Water Service          400       2,400       310       1,950
-------------------------------------------  ----------  ----------  --------  ----------
6th Anniversary of Municipal Water Service          400       2,800       310       2,260
-------------------------------------------  ----------  ----------  --------  ----------
7th Anniversary of Municipal Water Service          400       3,200       310       2,570
-------------------------------------------  ----------  ----------  --------  ----------
8th Anniversary of Municipal Water Service          400       3,600       310       2,880
-------------------------------------------  ----------  ----------  --------  ----------
9th Anniversary of Municipal Water Service          400       4,000       310       3,190
-------------------------------------------  ----------  ----------  --------  ----------
10th Anniversary of Municipal Water Service         400       4,400       310       3,500
-------------------------------------------  ----------  ----------  --------  ----------
11th Anniversary of Municipal Water Service         400       4,800       310       3,810
-------------------------------------------  ----------  ----------  --------  ----------
12th Anniversary of Municipal Water Service          50       4,850       310       4,120
-----------------------------------------------------------------------------------------
</TABLE>


Hills at Sky Ranch WSA                                             Page 26 of 29
<PAGE>
8.   Water  Taps purchased for use at the Hills at Sky Ranch PUD shall be viewed
     jointly with Water Taps purchased for use at the Sky Ranch PUD for purposes
     of  meeting the minimum tap takedown requirements established in Exhibit C.


AIRPARK METROPOLITAN DISTRICT

By:
    --------------------------------------
     Andrew R. Klein, President


ICON INVESTORS I, LLC, a Colorado Limited Liability
Company
By:  Airway Park Manager, LLC, a Colorado Limited
     Liability Company

By:
    --------------------------------------
     Andrew R. Klein, its Manager


PURE CYCLE CORPORATION, a Delaware Corporation

By:
    --------------------------------------
     Mark W. Harding, President


RANGEVIEW  METROPOLITAN  DISTRICT

By:
    --------------------------------------
     Thomas P. Clark, Director


Hills at Sky Ranch WSA                                             Page 27 of 29
<PAGE>
                                    EXHIBIT D

                         LAND BOARD ESTOPPEL CERTIFICATE

This  Estoppels  Certificate  is  given to ICON Land II, LLC, a Colorado limited
liability  company  ("Developer"),  by the State of Colorado, acting through its
State  Board  of  Land  Commissioners (the "State"), with the understanding that
Developer will rely on this Certificate in connection with entering into a Water
Service  Agreement  among  Developer,  Pure  Cycle  Corporation,  a  Delaware
corporation  ("PureCycle"),  and  Rangeview  Metropolitan  District,  a
quasi-governmental  corporation  and  political  subdivision  of  the  State  of
Colorado  ("Rangeview").

The  State  hereby  certifies  as  follows:
     1.     The  State  is  the  Lessor  under that certain Amended and Restated
Lease  Agreement  between  Rangeview and the State (Lease No. S-37280), executed
April  4,  1996,  as  recorded on July 31, 1996 at Reception No. A6097802 in the
Arapahoe  County Clerk and Recorder's Office (the "Lease").  A true, correct and
complete  copy  of  the  Lease  is  attached  hereto.  The  Lease  is the entire
agreement  between  the  State  and  Rangeview  pertaining to the use of all the
waters  on  and under the Lowry Range (as defined under the "Lease").  There are
no  amendments,  modifications,  supplements,  arrangements,  side  letters  or
understandings,  oral  or  written  of  any  sort,  of  the  Lease.
     2.     The  Lease has been duly executed and delivered by, and is a binding
obligation  of,  the  State,  and  the  Lease  is  in  full  force  and  effect.
     3.     All  current  obligations  of  the  State  under the Lease have been
performed,  and  to the best of the State's knowledge Rangeview is not currently
in  default  under  the  Lease.
     4.     The  State  is  not  in  default under the Lease.  The State has not
assigned,  transferred  or  hypothecated  the  Lease  or  any  interest therein.
     5.     The person executing this Estoppels Certificate is authorized by the
State  to do so and execution hereof is the binding act of the State enforceable
against  the  State.

IN  WITNESS  WHEREOF,  the State has executed this Estoppels Certificate this __
day  of  _____________,  2004.
                                  STATE OF COLORADO
                                  STATE BOARD OF LAND COMMISSIONERS


                                  By:
                                     -------------------------------------
                                        President


Hills at Sky Ranch WSA                                             Page 28 of 29
<PAGE>
                                    EXHIBIT E

                         RANGEVIEW ESTOPPEL CERTIFICATE

This  Estoppels  Certificate  is  given to ICON Land II, LLC, a Colorado limited
liability  company  ("Developer"),  by  the  Rangeview  Metropolitan District, a
quasi-governmental  corporation  and  political  subdivision  of  the  State  of
Colorado  ("Rangeview"), with the understanding that Developer will rely on this
Certificate  in  connection  with  entering into a Water Service Agreement among
Developer,  Pure  Cycle  Corporation,  a Delaware corporation ("PureCycle"), and
Rangeview.

Rangeview  hereby  certifies  as  follows:
     1.     Rangeview  is  Lessee  under that certain Amended and Restated Lease
Agreement between Rangeview and the State Board of Land Commissioners (Lease No.
S-37280),  executed April 4, 1996, as recorded on July 31, 1996 at Reception No.
A6097802  in  the  Arapahoe County Clerk and Recorder's Office (the "Lease").  A
true,  correct  and  complete  copy  of the Lease, together with any amendments,
modifications  and  supplements  thereto,  is attached hereto.  The Lease is the
entire  agreement  between  Rangeview and the State pertaining to the use of all
the  waters  on and under the Lowry Range (as defined under the "Lease").  There
are  no  amendments,  modifications,  supplements, arrangements, side letters or
understandings,  oral  or written of any sort, of the Lease, except as attached.
     2.     The  Lease has been duly executed and delivered by, and is a binding
obligation  of,  Rangeview,  and  the  Lease  is  in  full  force  and  effect.
     3.     All  current  obligations of the Rangeview under the Lease have been
performed,  and  to  the  best  of  Rangeview's  knowledge, neither the State or
Rangeview  are  currently  in  default  under  the  Lease.
     4.     Rangeview has not assigned, transferred or hypothecated the Lease or
any  interest  therein.
     5.     The  person  executing  this  Estoppels Certificate is authorized by
Rangeview  to  do  so  and  execution  hereof  is  the  binding act of Rangeview
enforceable  against  the  Rangeview.

IN  WITNESS  WHEREOF,  Rangeview has executed this Estoppels Certificate this __
day  of  __________,  2004.
                                  RANGEVIEW METROPOLITAN DISTRICT


                                  By:
                                     -------------------------------------


Hills at Sky Ranch WSA                                             Page 29 of 29
<PAGE>