AMENDED AND RESTATED LEASE AGREEMENT


                                     between


                  STATE OF COLORADO, ACTING BY AND THROUGH THE
                    STATE BOARD OF LAND COMMISSIONERS, LESSOR


                                       and


                     RANGEVIEW METROPOLITAN DISTRICT, LESSEE

                                Lease No. S-37280


<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                -----------------

<S>                                                                <C>
ARTICLE 1  Definitions. . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE 2  Preliminary Matters. . . . . . . . . . . . . . . . . .   5

ARTICLE 3  Effective Date . . . . . . . . . . . . . . . . . . . .   5
     3.1   Effective Date of This Agreement . . . . . . . . . . .   5
     3.2   Amendment. . . . . . . . . . . . . . . . . . . . . . .   5
     3.3   Objectives of This Agreement . . . . . . . . . . . . .   5
     3.4   Rangeview. . . . . . . . . . . . . . . . . . . . . . .   6

ARTICLE 4  Leased Premises. . . . . . . . . . . . . . . . . . . .   6
     4.1   General Description of Water Subject to This Agreement   6

ARTICLE 5  Grant of Lease . . . . . . . . . . . . . . . . . . . .   6
     5.1   Grant. . . . . . . . . . . . . . . . . . . . . . . . .   6
     5.2   Term . . . . . . . . . . . . . . . . . . . . . . . . .   7
     5.3   Effect of Expiration of the Agreement. . . . . . . . .   7
     5.4   Land Board's Legal Right to Water. . . . . . . . . . .   7
     5.5   Sale of Land . . . . . . . . . . . . . . . . . . . . .   8

ARTICLE 6  Right to Sell Water. . . . . . . . . . . . . . . . . .   8
     6.1   Rangeview's Conveyance of Export Water . . . . . . . .   8
     6.2   Right to Artificially Recharge . . . . . . . . . . . .  10
     6.3   Water Available to Export. . . . . . . . . . . . . . .  13
     6.4   Sale of Use of Water on the Lowry Range. . . . . . . .  13
     6.5   Quality of Water . . . . . . . . . . . . . . . . . . .  14
     6.6   Termination of Export Water. . . . . . . . . . . . . .  14

ARTICLE 7  Rent and Royalty Payments to Land Board. . . . . . . .  15
     7.1   Annual Rent. . . . . . . . . . . . . . . . . . . . . .  15
     7.2   Royalty for Export Water . . . . . . . . . . . . . . .  15
     7.3   Royalties for On-site Use. . . . . . . . . . . . . . .  18
     7.5   Payment of Royalty . . . . . . . . . . . . . . . . . .  19
     7.6   Reporting. . . . . . . . . . . . . . . . . . . . . . .  20

ARTICLE 8  Development of Infrastructure
           and Water Service on the Lowry Range . . . . . . . . .  21
     8.1   Rangeview Shall Serve. . . . . . . . . . . . . . . . .  21
     8.2   Water Fees and Rates . . . . . . . . . . . . . . . . .  21
     8.3   Substitution of Facilities . . . . . . . . . . . . . .  21
     8.4   Right to Use Transmission Lines; Infrastructure. . . .  22
     8.5   Title to Equipment and Improvements. . . . . . . . . .  23
     8.6   Future Leases. . . . . . . . . . . . . . . . . . . . .  23
     8.7   Rangeview District Boundaries. . . . . . . . . . . . .  23
     8.8   Development of Lowry Range . . . . . . . . . . . . . .  23
     8.9   Reserves . . . . . . . . . . . . . . . . . . . . . . .  23

ARTICLE 9  Service Provider Contract. . . . . . . . . . . . . . .  24
     9.1   Service Provider for Rangeview . . . . . . . . . . . .  24


                                     -ii-
<PAGE>
ARTICLE 10 East Cherry Creek Valley
           Water and Sanitation District. . . . . . . . . . . . .  26
     10.1  Terms and Revenue. . . . . . . . . . . . . . . . . . .  26
     10.2  Title Reversion. . . . . . . . . . . . . . . . . . . .  26

ARTICLE 11 Rights-of-Way. . . . . . . . . . . . . . . . . . . . .  26
     11.1  Master Plan. . . . . . . . . . . . . . . . . . . . . .  26
     11.2  Fee for Right-of-Way . . . . . . . . . . . . . . . . .  27
     11.3  License to Service Provider. . . . . . . . . . . . . .  27

ARTICLE 12 Bonding Requirements . . . . . . . . . . . . . . . . .  27
     12.1  Bond . . . . . . . . . . . . . . . . . . . . . . . . .  27
     12.2  Bond of Contractors. . . . . . . . . . . . . . . . . .  27

ARTICLE 13 Default and Remedies . . . . . . . . . . . . . . . . .  28
     13.1  Events of Default. . . . . . . . . . . . . . . . . . .  28
     13.2  Remedies . . . . . . . . . . . . . . . . . . . . . . .  29
     13.3  No Waiver. . . . . . . . . . . . . . . . . . . . . . .  30
     13.4  Land Board's Right to Cure Rangeview's Breach. . . . .  30

ARTICLE 14 Improvements . . . . . . . . . . . . . . . . . . . . .  31
     14.1  Transfer of Improvements . . . . . . . . . . . . . . .  31
     14.2  Abandonment of Export Water Facilities . . . . . . . .  31

ARTICLE 15 General Provisions . . . . . . . . . . . . . . . . . .  31
     15.1  Assignment by Rangeview. . . . . . . . . . . . . . . .  31
     15.2  Work Requirements. . . . . . . . . . . . . . . . . . .  32
     15.3  Third Party Beneficiaries. . . . . . . . . . . . . . .  33
     15.4  Notice . . . . . . . . . . . . . . . . . . . . . . . .  33
     15.5  Construction . . . . . . . . . . . . . . . . . . . . .  34
     15.6  Entire Agreement . . . . . . . . . . . . . . . . . . .  34
     15.7  Authority. . . . . . . . . . . . . . . . . . . . . . .  34
     15.8  Copies . . . . . . . . . . . . . . . . . . . . . . . .  34
     15.9  Amendment. . . . . . . . . . . . . . . . . . . . . . .  34
     15.10 Compliance with Law. . . . . . . . . . . . . . . . . .  34
     15.11 Binding Effect . . . . . . . . . . . . . . . . . . . .  35
     15.12 Severability . . . . . . . . . . . . . . . . . . . . .  35
     15.13 Optimum Long-Term Revenue. . . . . . . . . . . . . . .  35
     15.14 Further Assurance. . . . . . . . . . . . . . . . . . .  35
     15.15 Governing Law. . . . . . . . . . . . . . . . . . . . .  35
     15.16 Arbitration. . . . . . . . . . . . . . . . . . . . . .  35
     15.17 Litigation . . . . . . . . . . . . . . . . . . . . . .  36
     15.18 Duty of Good Faith and Fair Dealing. . . . . . . . . .  36
     15.19 Force Majeure. . . . . . . . . . . . . . . . . . . . .  36
</TABLE>


                                     -iii-
<PAGE>
                                    EXHIBITS
                                    --------


Exhibit  A          Water  Previously  Conveyed

Exhibit  B          Service  Agreement

Exhibit  C          Export  Water  Contract

Exhibit  D          Master  Plan  of  Well  Field  and  Rights-of-Way

Exhibit  E          Pipe  Sizes

Exhibit  F          Right-of-Way  Grant  Form

Exhibit  G          Service  Provider  Right-of-Way  License

Exhibit  H          Export  Water  Contractor  Right-of-Way  License


                                     -iv-
<PAGE>
                      AMENDED AND RESTATED LEASE AGREEMENT
                      ------------------------------------


     THIS  AMENDED  AND  RESTATED LEASE AGREEMENT is by and between the State of
Colorado,  acting  through  its  State Board of Land Commissioners and Rangeview
Metropolitan  District,  a  state  quasi-municipal  corporation  and  political
subdivision  of  the State of Colorado, acting by and through its water activity
enterprise.

     NOW,  THEREFORE, in consideration of the promises hereinafter stated, to be
kept  and  performed  by  the Parties, their successors and assigns, the Parties
agree  as  follows:


                                    ARTICLE 1
                                    ---------
                                   Definitions
                                   -----------

     "Agreement"  shall  be  defined  to  mean  this  Amended and Restated Lease
Agreement,  Lease  No.  S-37280,  dated  April  4,  1996.

     "Annual  Rent"  shall  be  defined  as  set  forth  in  Section  7.1.

     "Construction"  shall  be  defined  as  set  forth  in  Section  5.1.

     "Delivered  Basis"  shall  be  defined  as  set forth in Section 7.2(d)(2).

     "Effective  Date"  shall  be  defined  as  set  forth  in  Section  3.1.

     "East  Cherry  Creek  Agreement"  shall  be  defined  to  mean that certain
agreement  dated  July  8,  1983  by  and between OAR, Incorporated (Rangeview's
predecessor),  and  East  Cherry  Creek  Valley  Water  and Sanitation District.

     "ECCV"  shall  be  defined  to  mean  East  Cherry  Creek  Valley Water and
Sanitation  District.

     "Enterprise"  shall  be  defined  as  Rangeview's water activity enterprise
established  by  resolution  of  Rangeview  adopted  at  a  public  meeting  of
Rangeview's  board  of  directors on September 11, 1995, and effective as of the
date  of  its  adoption.

     "Entitlement Basis" shall be defined to mean a sale or other disposition of
water  to  a  third  party with the third party bearing all costs of withdrawal,
treatment  and  delivery.

     "Export  Water"  shall  be  defined  as  set  forth  in  Section  6.1.

     "Export  Water  Contractor"  shall  be defined as set forth in Section 6.1.


                                      -1-
<PAGE>
     "Export  Water Purchaser" shall be defined to mean the person or entity who
purchases  Export  Water other than the Export Water Contractor and a retail end
user.

     "Force  Majeure"  shall  be  defined  as  set  forth  in  Section  15.20.

     "Gross  Revenues"  shall  be  defined  to  mean  all  pre-tax  amounts  or
consideration  actually  received  directly  or  indirectly  by Rangeview or the
Export  Water  Contractor,  as applicable, from the sale or other disposition of
Water  Rights,  including  tap  fees,  usage fees, service charges and all other
revenues,  excluding  taxes  and  refunds.

     "Index"  shall  be  defined  to  mean  the  Consumer  Price Index for Urban
Consumers-All  items  (CPI-U) published by the Bureau of Labor Statistics of the
U.S.  Department  of  Labor.  In  the event that the Index shall subsequently be
converted  to  a  different  standard  reference  base or otherwise revised, the
determination  involved  shall  be  made with the use of such conversion factor,
formula  or table for converting said Index as may be published by the Bureau of
Labor  Statistics,  or  if said Bureau shall not publish the same, then with the
use  of such conversion factor, formula or table as may be published by Prentice
Hall,  Inc.,  or,  failing  such publication, by any other nationally recognized
publisher of similar statistical information.  In the event that the Index shall
cease  to  be published, then for the purposes of this Agreement, there shall be
substituted  such  other  index as the Parties shall agree upon, and if they are
unable  to  agree, then ninety (90) days after the Index ceases to be published,
such  matters shall be determined by arbitration as provided in Section 15.16 of
this  Agreement.

     "Initial  Export  Royalty  Rates"  shall be defined as set forth in Section
7.2(a).

     "Initial  Permitted  Sale"  shall  be  defined as set forth in Section 6.1.

     "Land Board" is defined to mean the State of Colorado acting by and through
its  State  Board  of  Land  Commissioners.

     "Lease"  is  defined  to  mean  the  aggregate  of  the  following:

     a.     Lease  S-37280, dated April 26, 1982 between the Land Board and OAR,
Inc.,  whose  rights  and  obligations were subsequently conveyed to Lowry Range
Metropolitan  District,  now  known  as  Rangeview;

     b.     Amendment  to  Lease  S-37280,  dated  February  22,  1983;

     c.     Amendment  to  Lease  S-37280,  dated  December  19,  1983;

     d.     Amendment  to  Lease  S-37280,  dated  November  26,  1984;


                                      -2-
<PAGE>
     e.     Amendment  to  Lease  S-37280,  dated  June  5  and  6,  1986;

     f.     Transfer  Agreement  dated  December 8, 1986 ("Transfer Agreement");
and

     g.     Novation  Agreement  dated  December 7, 1988 ("Novation Agreement").

     "Litigation" is defined to mean the case entitled Apex Investment Firm, II,
L.P.,  et  al.  v.  Colorado State Board of Land Commissioners, et al., Case No.
94CV5405,  District  Court,  in  and for the City and County of Denver, State of
Colorado.

     "Lowry  Range"  shall be defined to mean the approximately 24,567.21 acres,
more  or less, according to U.S. Government survey, in Arapahoe County, Colorado
more  particularly  described  as  follows:

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

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

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

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

     "Non-Export Water" shall be defined to mean the Water Rights other than (i)
the  Export Water and (ii) the water subject to the East Cherry Creek Agreement.

     "Off-Site"  shall  be  defined  to mean outside the boundaries of the Lowry
Range.

     "Operating  Expenses" shall mean all actual maintenance and operating costs
incurred  by  Rangeview  or  its  Service  Provider  in  discharging Rangeview's
obligations  to  provide  Non-Export Water to Water Users as required by Section
8.1.  Such  Operating Expenses may include, for example, expenses for repairs to
the  infrastructure;  salaries,  wages  and  employee benefit expenses; fees for
services,  materials  and  supplies; rents, administrative


                                      -3-
<PAGE>
and  general  expenses;  insurance  expenses;  fees  for  legal,  engineering,
accounting  and  other  consulting  and  technical services; and taxes and other
governmental  charges.  Such  Operating  Expenses shall not include expenditures
which  are  properly capitalized under generally accepted accounting principles,
depreciation  or  obsolescence  charges  or  reserves therefor, reserves for any
other  purpose,  amortization  of  intangibles or other bookkeeping entries of a
similar  nature,  interest  charges  and charges for the payment of principal or
amortization  of  bonded  or  other  indebtedness, royalties, or losses from the
sale,  abandonment,  reclassification,  re-evaluation  or  other  disposition of
capitalized  assets.

     "Parties"  shall  be  defined  to  mean  the  Land  Board  and  Rangeview.

     "Rangeview"  shall  be  defined  to mean Rangeview Metropolitan District, a
State  quasi-municipal  corporation  and  political  subdivision of the State of
Colorado,  acting  directly  as  such  or  acting by and through the Enterprise.

     "Reserved  Water"  shall  be  defined  as  set  forth  in  Section  5.1(e).

     "Retail  Sales  Price" shall be defined to mean the gross rates and charges
per  1,000  gallons  charged  by  a  municipality, water district or other water
provider  to  retail  end  users  of  the  water.

     "Royalty  Base"  shall  be  defined  as  set  forth  in  Section  7.2(b).

     "Sale  of  Water" or similar phrases used herein shall mean the sale of the
rights  as  set  forth  in  Section  5.1  and  Section  6.1.

     "Service  Agreement"  shall  be  defined  as  set  forth  in  Section  6.4.

     "Service  Provider"  shall  be  defined  to  mean  any  entity,  other than
Rangeview,  actually delivering the Non-Export Water and related services to the
Water  Users  as  permitted  by  Article  9.

     "Settlement  Agreement"  shall  be defined to mean the Settlement Agreement
and  Mutual  Release dated April 4, 1996 among the Parties and the other parties
in  the  Litigation.

     "Substitute  Facilities"  shall  be  defined  as  set forth in Section 8.3.

     "Water  Interest  Ratio"  shall  be  defined  as  set forth in Section 8.3.


                                      -4-
<PAGE>
     "Water  Rights"  shall  be  defined  as  set  forth  in  Section  5.1.

     "Water  Users"  shall  be  defined  to  mean  surface  tenants,  occupants,
developers,  land  owners  and  all  other  water  users  on  the  Lowry  Range.


                                    ARTICLE 2
                                    ---------
                               Preliminary Matters
                               -------------------

     2.1     A  dispute has arisen between the Parties and others concerning the
status  of  the Lease as evidenced in part by the claims asserted by and against
various  parties  in  the  Litigation.

     2.2     The  Parties  to this Agreement desire to: (1) amend and completely
restate  the rights and obligations of the Lease; (2) acknowledge and agree that
the  Lease  as  amended  and  completely restated by this Agreement is valid and
enforceable;  (3)  eliminate  uncertainty  surrounding  the Lease as amended and
completely  restated  by  this Agreement; and (4) resolve all issues between the
Parties to this Agreement which are related to all issues which have been raised
or  could  be  raised  in  connection  with  the  Litigation.


                                    ARTICLE 3
                                    ---------
                                 Effective Date
                                 --------------

     3.1     EFFECTIVE  DATE OF THIS AGREEMENT.  This Agreement shall be binding
             ---------------------------------
on  the  date it is fully executed and delivered by the Parties subject only to,
as a condition subsequent, entry of the final non-appealable order of the Denver
District  Court  in  the  Litigation  approving  this  Agreement and the related
Settlement  Agreement.  The date of the final non-appealable order of the Denver
District  Court  shall  be  deemed  the  Effective  Date of this Agreement.  The
Parties  agree to cooperate and to use their best efforts to obtain prompt entry
of  a  final  non-appealable  order.

     3.2     AMENDMENT.  This  Agreement  amends,  restates in its entirety, and
             ---------
supersedes  in  all  respects  the Lease, and from and after the Effective Date,
this  Agreement,  including  the  Exhibits  hereto and the Settlement Agreement,
shall  control and define the rights and obligations of the Parties with respect
to  the  subject  matter  of  this  Agreement.

     3.3     OBJECTIVES  OF  THIS AGREEMENT.  The Parties acknowledge that it is
             ------------------------------
in  their  best interests to arrange for water development on the Lowry Range to
be  pursued  in  a  manner  which encourages efficient and economical use of the
water  resources  which are the subject of this Agreement and encourages surface
development  on  the  Lowry  Range.  Rangeview has the objective of acquiring an
adequate  water supply to provide water delivery to Water Users pursuant to this
Agreement and, subject to the terms


                                      -5-
<PAGE>
of  this Agreement, to apply the Export Water to a use which creates revenue and
thereby  provides  additional  royalty  payments  to the Land Board. In order to
achieve  this objective, the Parties acknowledge that Rangeview's first priority
for  utilization  of  its  available  revenues  will  be  the fulfillment of its
commitment  to  provide  water  service  to  its  Water  Users.  The  Land Board
contemplates  that  it  may lease, sell, or otherwise dispose of portions of the
surface  of  the  Lowry  Range  at  some  undetermined  point  in the future and
anticipates  that  the  availability and provision of water service to the Lowry
Range  pursuant  to  this  Agreement may promote development on the Lowry Range.

     3.4     RANGEVIEW.  The  Enterprise  agrees  that it shall cause Rangeview,
             ---------
acting  directly  and  not  through  the  Enterprise,  to  execute and deliver a
guaranty  of  this  Agreement  in  the  form  attached  hereto  as  Exhibit  I.


                                    ARTICLE 4
                                    ---------
                                 Leased Premises
                                 ---------------

     4.1     GENERAL  DESCRIPTION OF WATER SUBJECT TO THIS AGREEMENT.  Except as
             -------------------------------------------------------
otherwise  reserved to the Land Board in Section 5.1 below, this Agreement shall
encompass  the  use  of  all of the waters on and under the surface of the Lowry
Range.


                                    ARTICLE 5
                                    ---------
                                 Grant of Lease
                                 --------------

     5.1     GRANT.  Subject  to the terms, conditions and limitations set forth
             -----
in  this  Agreement,  the  Land  Board  hereby leases to Rangeview the right and
privilege  during the term of this Agreement to divert and put to beneficial use
all  water  on and under the surface of the Lowry Range, including all rights to
the  first  use,  reuse,  successive use and disposition of such water, together
with  the  right  to  use as much of the surface and underground portions of the
Lowry  Range  as  provided  in Article 11 of this Agreement as may be reasonably
required  in the exercise of the rights granted by this Agreement, including, in
accordance  with  commercially reasonable and prudent water provider practice in
Colorado, the right to drill and build wells, construct buildings (except office
and  other  such  buildings  not  directly  necessary  for  the  extraction  and
transportation  of  water),  make excavations, stockpiles, dumps, drains, roads,
power  lines,  pipelines,  and other improvements (all such activity hereinafter
being  referred  to  as "Construction"), but only as may be reasonably necessary
for  the  development and delivery of the water pursuant to this Agreement.  The
foregoing  items  exclusive of the reservations set forth below are collectively
referred  to  as  the  "Water  Rights."


                                      -6-
<PAGE>
     Reserving,  however,  to  the  Land  Board:

          (a)     Except  as  are  herein  specifically  granted,  the  right to
exercise  all  rights and privileges of every type and nature which are incident
to  the  ownership of the Lowry Range, or any part thereof, at any time, for any
purpose,  including,  without limitation, the right to explore, prospect for and
extract  oil  and gas and other minerals, including sand and gravel, on or under
said  land,  in a manner not inconsistent with the full exercise by Rangeview of
the  rights  and  privileges  herein  granted;

          (b)     The  right  at any time to go upon those portions of the Lowry
Range  not  exclusively  utilized  by  Rangeview and the right at all reasonable
times upon five (5) days' written notice during the term of this Agreement to go
upon  those  portions  of  the Lowry Range exclusively utilized by Rangeview and
every  part  thereof  for  the  purpose  of inspecting same, including metering,
measuring  and  other  similar  devices, and, in accordance with Section 7.6, to
inspect  the books of accounts and records of water development and use therein,
and  of  ascertaining whether or not Rangeview, and those entities holding under
and  buying  from  or  contracting  with  Rangeview, are carrying out the terms,
covenants  and  agreements  of  this  Agreement;

          (c)     All  interests  in  the  Water Rights and all interests in the
Lowry  Range  previously  granted  by  the  Land  Board identified in EXHIBIT A;

          (d)     The  Land  Board's  recharge  rights  set forth in 6.2(b); and

          (e)     A  total of 1,135 acre feet annually  of non-tributary and not
non-tributary  (as  defined  by  statute)  water blended proportionally from all
aquifers  based  on water court decrees adjudicating water under the Lowry Range
as such decrees may be amended from time to time ("Reserved Water").  Except for
the  restriction  on sale set forth in Section 6.1(b), this Reserved Water shall
not  be  subject to this Agreement and is released by Rangeview in favor of Land
Board.

     5.2     TERM.  The  term  of  the  Lease  commenced at 12:00 noon on May 1,
             ----
1982,  and,  as  amended by this Agreement, shall expire at 12:00 noon on May 1,
2081 unless terminated earlier in accordance with the terms of this Agreement or
otherwise  extended.

     5.3     EFFECT OF EXPIRATION OF THE AGREEMENT.  Upon expiration, or earlier
             -------------------------------------
termination  of  the  term  of  this  Agreement,  the  right  to  the use of the
Non-Export  Water  shall automatically and without further act of the Parties or
anyone  else  revert  to  the  Land  Board.  To  the  extent Non-Export Water is
actually being delivered to provide water service to Water Users, the Land Board
agrees  that  such water will continue to be made available to


                                      -7-
<PAGE>
Water  Users  under  commercially  reasonable agreements to be negotiated at the
time  of such expiration or termination, which agreements shall include adequate
revenue for the Land Board. In the event no agreement is reached, then the terms
of such agreements shall be determined by arbitration pursuant to Section 15.16.

     5.4     LAND  BOARD'S LEGAL RIGHT TO WATER.  The Land Board hereby warrants
             ----------------------------------
and  represents  that,  except as provided in EXHIBIT A, it has all right, title
and  interest  in  the  Water Rights granted to Rangeview and it has not granted
such  rights  to  any  other  person  or  entity.  Rangeview  agrees  to  pursue
diligently  (1)  the  adjudication  of  all  of  the  Water  Rights, and (2) the
development  of  the Water Rights as necessary to provide water service to Water
Users  in  a  commercially  reasonable  time  and  manner and in accordance with
prudent  water  provider  practice in Colorado, without cost or legal expense to
the Land Board.  The Land Board shall reasonably cooperate and render assistance
with  respect  to  all  permits,  applications, filings and documents related to
Rangeview's  activity  in  adjudicating  all  of  the  Water Rights and shall be
provided courtesy copies of such papers five (5) days before they are filed.  It
is further agreed by the Parties hereto that all permits, applications, filings,
documents  and  decrees  in connection with establishing such Water Rights shall
bear  the  name  of,  and  be  made in the name of Land Board and, if necessary,
Rangeview, as lessee.  Legal title to the Water Rights shall be held in the name
of  the  Land  Board  except  to  the  extent  reasonably  necessary  to include
Rangeview,  as lessee, in water decrees, without cost to the Land Board, and any
water rights adjudicated on and under the Lowry Range shall automatically become
Water Rights under this Agreement.  Nothing in this Agreement shall be deemed to
prohibit  Rangeview  from adjudicating in its sole name and for its sole benefit
any  other  Off-Site  water  rights  not  subject  to  this  Agreement.

     Unless  expressly  agreed  to  by the Land Board in writing and in its sole
discretion,  the  Water  Rights,  the  water  system  to be constructed, and the
rights-of-way  on  and  aquifers  under the Lowry Range required to deliver both
Export  and  Non-Export Water, and any other rights granted hereunder, shall not
be  used  for  any  business  or  other  purpose except to provide water service
consistent  with this Agreement and the water decrees by which such Water Rights
have  been  or  may  be  adjudicated.

     5.5     SALE OF LAND.  C.R.S. 36-1-118(4) provides that the Land Board may,
             ------------
in its discretion, offer for sale any land leased at any time during the term of
any  lease  as  though said lease had not been executed, or it may withdraw such
land  from  sale during the full term of the lease.  The Land Board affirms that
the  right  to develop, divert, convey and use the Water Rights and the interest
in  the  surface  of  the  Lowry Range conferred by Article 11 of this Agreement
shall  be  withdrawn  from  sale  until


                                      -8-
<PAGE>
this  Agreement  terminates  in  accordance  with  the  provisions  hereof.


                                    ARTICLE 6
                                    ---------
                               Right to Sell Water
                               -------------------

     6.1     RANGEVIEW'S  CONVEYANCE  OF  EXPORT  WATER.
             ------------------------------------------

          (a)     As of the Effective Date and subject only to the terms of this
Agreement,  Rangeview  shall  sell or have the right to sell the right to divert
and  sell  outside  the  Lowry  Range  the  use of up to a total gross volume of
1,165,000 acre feet of the non-tributary and not non-tributary water included in
the  Water Rights ("Export Water") pursuant to an agreement in the form attached
hereto as EXHIBIT C (the "Initial Permitted Sale").  The purchaser of the Export
Water,  pursuant  to EXHIBIT C, shall be referred to herein as the "Export Water
Contractor."  The  Export Water may be withdrawn only to the extent permitted by
the  water  decrees  by which such water was adjudicated, as such decrees may be
amended  from  time  to  time,  and may not be withdrawn in quantities or in any
other  manner  that  would  adversely affect the delivery of Non-Export Water to
Water  Users.  Notwithstanding  the  expiration  or  early  termination  of this
Agreement,  such  right  to  divert,  sell  and  use  the  total gross volume of
1,165,000 acre feet of Export Water shall be absolute and irrevocable subject to
the  provisions of Section 6.6.  The diversion and use of the Export Water shall
be  in  accordance  with  the terms of the water decrees by which such water was
adjudicated,  as such decrees may be amended, from time to time and will include
the right to sell all use, reuse, and successive uses of the Export Water.  Upon
the  sale  or  other  disposition  of  all  or  any  portion of the Export Water
following  the  Initial Permitted Sale, Rangeview shall cause to be paid and the
Land  Board  shall receive the royalty described in Section 7.2 below.  The Land
Board  will  have  no approval rights as to any sale or other disposition of the
use  of  the  Export Water subsequent to the Initial Permitted Sale, except that
Rangeview  shall  provide  to the Land Board written notice of and access to the
contemplated  sale  documents  twenty-one  (21)  days in advance of such sale or
other disposition pursuant to Rangeview's rights as set forth in Section 12.1 of
EXHIBIT C.  Contracts for sales of the use of Export Water shall provide for the
substitution  of  facilities and oversizing of pipes as provided in Sections 8.3
and  8.4  below  and that the capital costs for the Off-Site delivery system and
oversizing  of  pipes  will  not be charged, directly or indirectly, to the Land
Board,  Rangeview,  or  Water  Users  (except  to the extent such facilities are
substituted  for on-site service, in which case Water Users will indirectly bear
costs  through  rates  and  charges  and  Rangeview may incur administrative and
maintenance  expenses with respect thereto).  In addition, Rangeview shall cause
such  contracts to provide for the payment of royalties as otherwise provided in
this  Agreement.


                                      -9-
<PAGE>
          (b)     The  Land  Board  agrees  that the Reserved Water shall not be
sold by the Land Board before (i) the sale or disposition of the Export Water by
the Export Water Contractor subsequent to the Initial Permitted Sale or (ii) May
1,  2032,  whichever  is  earlier.

          (c)     Rangeview  is in the process of adjudicating certain tributary
waters  on the Lowry Range.  To the extent Rangeview is successful in completing
adjudication  of  such  rights, and to the extent water is available pursuant to
such  adjudication, the Export Water Contractor shall have the right at any time
during  the  first five (5) years following the adjudication to substitute up to
1,650  acre  feet  per  year of non-tributary water which constitutes the Export
Water  as defined in this Section 6.1 for an absolute and irrevocable decree for
up  to  1,650  acre  feet  of  tributary  water.  If the Export Water Contractor
exercises  the  foregoing  right,  the  Export Water Contractor shall reconvey a
total  gross  volume  of  165,000  acre  feet  of  non-tributary  water  and not
non-tributary  water  which  constitutes  the Export Water to the Land Board, as
lessor,  and  Rangeview,  as  lessee, to become Non-Export Water subject to this
Agreement  and  the  Export  Water Contractor shall enter into an agreement with
Rangeview which provides that in years when less than a total of 3,300 acre feet
per  year  of  tributary  water  on the Lowry Range is physically available, the
Export  Water  Contractor  shall  only  utilize up to fifty percent (50%) of the
available  tributary water unless the remaining available tributary water is not
being  utilized  by  Rangeview,  its  Service  Provider,  or  the Land Board, as
applicable,  and  Rangeview,  its  Service  Provider,  or  the  Land  Board,  if
applicable,  agrees that it does not plan to utilize such water during the year,
in  which  case  the Export Water Contractor may utilize the available tributary
water  which Rangeview, its Service Provider, or the Land Board does not plan to
use  up  to  a maximum of 1,650 acre feet.  In no case shall Non-Export Water be
used  to  augment  the  Export  Water  Contractor's  tributary  water hereunder.

     For example, if in a year there are only 2,400 acre feet of tributary water
available, the Export Water Contractor could only utilize 1,200 acre feet unless
Rangeview, its Service Provider, or the Land Board, if applicable, does not plan
to  use  some portion of the remaining 1,200 acre feet, in which case the Export
Water  Contractor  could  use  the unused tributary water up to a maximum of 450
acre  feet  for  a  combined  total  of  1,650  acre  feet.

     6.2     RIGHT  TO  ARTIFICIALLY  RECHARGE.
             ---------------------------------


          (a)     Rangeview's  Right  to  Recharge.  Rangeview,  the  Service
                  --------------------------------
Provider  (but  only as to the provision of water to Water Users pursuant to the
Service  Agreement)  and  the  Export  Water  Purchaser  shall have the right to
artificially  recharge  and  to


                                      -10-
<PAGE>
store  the  recharged  water  in  the  aquifers from which such Water Rights are
withdrawn  (but  only  to  the  extent all or some of the Water Rights have been
withdrawn  from  the  aquifers  by  the  recharging  party) and to withdraw such
artificially  recharged  and  stored water. Rangeview, the Service Provider, and
the Export Water Purchaser shall also have the right, to the extent Water Rights
have  been  withdrawn  from  the  aquifers  by  the  recharging  party, to store
additionally acquired water in reservoirs on the surface of the Lowry Range in a
commercially  reasonable  manner consistent with prudent water provider practice
in  Colorado  and  subject  to  the  requirements  set  forth  herein.

          (i)  The  amount  of recharged water stored in the aquifers and on the
surface  in  reservoirs  combined  cannot  exceed  the  amount  of  Water Rights
withdrawn  by  the  recharging  entity  from  the  aquifers.

          (ii)  If  Rangeview,  the  Service  Provider,  or  the  Export  Water
Purchaser  desires to construct a surface reservoir, such entity must notify the
other entities of such intention and give them the opportunity to participate in
the  project.  Any  such  reservoir  must  be  compatible  with the existing and
reasonably  projected development of the surrounding land.  The Land Board shall
have  the  right  to  veto  the  construction  of  any  surface  reservoir if it
reasonably  determines  that the reservoir would adversely impact either (i) the
provision  of service to Water Users, or (ii) the value of the Land Board's land
within  the  Lowry  Range,  based on then known facts and reasonable projections
regarding future needs of Water Users and future development of the Lowry Range.
Any  disputes over whether the reservoir will be compatible with the development
of  the  surrounding  land  or  whether the reservoir would adversely impact the
provision  of service to Water Users or the value of the Land Board's land shall
be  resolved  by  arbitration  pursuant to Section 15.16 of this Agreement.  The
burden of proof in such arbitration shall be on the entity desiring to construct
the  reservoir.  If  a  reservoir  is  constructed,  the  entity  or  entities
constructing  such reservoir shall permit reasonable access to the reservoir, if
requested  by  surrounding  land  owners,  municipalities,  parks and recreation
districts  or  similar  entities,  provided  that  the access requested does not
interfere  with  or  render  more  costly  the  planned use and operation of the
reservoir and provided that it shall not be the responsibility of Rangeview, the
Service  Provider,  or the Export Water Purchaser to provide amenities or safety
features  to  accommodate  needs  of  such  third persons unrelated to the water
service  function  of  the  reservoir.

          (iii)  Subject  to  the  provisions  of  subsection  (ii)  above:


               (a)     Notwithstanding Article 11, if the Export Water Purchaser
plans to construct the reservoir, the Land Board shall grant to the Export Water
Purchaser  a  perpetual  right-of-way on the land for such reservoir, which does
not


                                      -11-
<PAGE>
expire  unless  the reservoir is abandoned in accordance with Section 14.2. This
right-of-way  shall  be  granted in exchange for payment of the then fair market
value  for  the  land.

               (b)     If  Rangeview  or  the  Service  Provider  requests  a
right-of-way  for  a reservoir, Rangeview shall be granted the right-of-way, and
Rangeview  shall  grant a license to the Service Provider, if necessary, and the
Land  Board  shall  receive  fees  in  accordance  with  Article  11.

               (c)     If  the reservoir is planned to be jointly constructed by
Rangeview  and/or  its Service Provider and the Export Water Purchaser, then the
fees  and  rights-of-way  granted will be based on the proportionate part of the
reservoir  to  be used by Rangeview or its Service Provider on the one hand, and
the  Export  Water  Purchaser  on  the  other.

          For  example,  if  Rangeview  and  the Export Water Purchaser agree to
construct  a  reservoir  which  will be used to store ten thousand (10,000) acre
feet of water per year and which requires a one hundred (100) acre right-of-way,
and each party intends to utilize one-half of the reservoir, then Rangeview will
pay to the Land Board the fee set forth in Section 11.2 for fifty (50) acres and
the  Export  Water  Purchaser will pay fair market value for the remaining fifty
(50) acres. Rangeview will receive a right-of-way in the one hundred (100) acres
in  the  form of EXHIBIT F, and, if necessary, will license such right-of-way to
the  Service Provider pursuant to a license in the form of EXHIBIT G. The Export
Water  Purchaser shall receive a perpetual right-of-way in the one hundred (100)
acres.  Each  entity  would  thereafter  have access to the entire reservoir but
would  only  have the usage rights to their undivided one-half of the reservoir.

          (iv)  Any  artificial  recharge  must  be  done in accordance with all
applicable laws, rules, and regulations in effect at the time of such artificial
recharge,  and  notwithstanding  such  compliance,  shall  not interfere with or
render  more  burdensome  or  costly  delivery  of the Non-Export Water to Water
Users.

          (v)  Rangeview, the Service Provider, the Export Water Contractor, and
the  Export  Water  Purchaser  (but excluding the end user) shall be jointly and
severally liable for all damages, including without limitation, environmental or
water  quality  damages,  if  any, incurred by the Land Board or the Water Users
arising  out  of  the  artificial  recharge,  storage,  or  withdrawal  of  such
artificially  recharged  water.

          (vi)  Rangeview  shall  cause  all  contracts  for  the  sale or other
disposition of the Export Water to provide that the Land Board shall be paid the
royalty required by Section 7.4(a) at the time the recharged water is withdrawn.
The  royalty  shall be


                                      -12-
<PAGE>
payable  by  the entity withdrawing such water and the Land Board shall have the
right  to  enforce such payment requirement, including the rights as provided in
Section  6.6.  If  there  is  a  dispute  as to the royalty attributable to such
recharged  water  when  it  is  withdrawn,  the  royalty  shall  be  resolved by
arbitration  pursuant  to  Section  15.16  of  this  Agreement.

          (vii)  The  right  to  recharge Export Water is not alienable from the
Export  Water  and  must  be  sold in conjunction therewith.  Subject to Section
15.19,  the  right  to  recharge  sold  with  the  Export  Water shall be deemed
abandoned  when  the  Export Water Purchaser withdraws the entire portion of the
Export  Water  purchased plus the entire amount of water recharged by the Export
Water  Purchaser  and  such  purchaser has failed to recharge any portion of the
aquifers  for  a  period  of  ten  (10) years.  In the event of a dispute in the
determination  of  the abandonment of the right to recharge, the matter shall be
determined  by  arbitration  pursuant  to  Section  15.16  of  this  Agreement.

          (viii)  Rangeview  shall  cause  the  Service  Provider and the Export
Water  Purchaser  to  comply with this Section 6.2(a) in conducting any recharge
activities  permitted  above.


          (b)     Land Board's Right to Recharge.  The Land Board shall have the
                  ------------------------------
right  to  artificially  recharge,  store  and  withdraw  water  in the aquifers
beneath  the  Lowry  Range  in  accordance  with  all applicable laws, rules and
regulations  in  effect  at  the  time  of  such  artificial recharge; provided,
however,  that  notwithstanding  such  compliance,  the  Land  Board  shall  not
interfere with or render more burdensome or costly the storage of or delivery of
or  recharge  of  water  by Rangeview, the Service Provider, or the Export Water
Purchaser  and  shall not interfere with or render more burdensome or costly the
delivery  of  Export Water by the Export Water Contractor if the Export Water is
sold  by  the  Export  Water Contractor on a Delivered Basis.  Further, the Land
Board  shall  be liable for damages, including without limitation, environmental
or  water  quality damages, if any, incurred by Rangeview, the Service Provider,
the  Export  Water  Contractor,  the  Export  Water Purchaser or the Water Users
arising  out  of  such  artificial  recharge,  storage or withdrawal by the Land
Board.

     6.3     WATER  AVAILABLE  TO  EXPORT.  The  Non-Export  Water  (and  water
             ----------------------------
recharged  other than with respect to Export Water withdrawn) shall not be used,
transferred, sold, or otherwise disposed of Off-Site without the express written
consent  of the Land Board.  Disposal of untreated effluent, sewage, or sewerage
Off-Site  shall  be  permitted only with the express written consent of the Land
Board, which consent shall not be unreasonably withheld.  Rangeview shall pay to
the  Land  Board  forty-five  percent  (45%)  of Gross Revenues, if any, for the
disposal of untreated effluent, sewage, or sewerage Off-Site, within thirty (30)
days  after  receipt.  In  the event that Rangeview sells or


                                      -13-
<PAGE>
disposes  of  treated  effluent off-site (subject to the consent required in the
first  sentence of this Section 6.3), then Rangeview shall pay to the Land Board
forty-five  percent  (45%) of all Gross Revenues received after deduction of all
costs  of  treatment. If there is a dispute as to such payment, the matter shall
be resolved by arbitration pursuant to Section 15.16 of this Agreement. The Land
Board  shall  be provided twenty-one (21) days advance written notice and access
to  contemplated  contracts  for  the disposal of effluent, sewage, and sewerage
Off-Site.

     6.4     SALE OF USE OF WATER ON THE LOWRY RANGE.  Subject to the provisions
             ---------------------------------------
of  this  Agreement,  Rangeview  shall  provide water service to all current and
future  Water  Users needing water service on the Lowry Range and shall have the
right  to  divert  and  use  all  Non-Export  Water for such purpose.  Reuse and
successive  use  of  Non-Export  Water,  if any, shall be done in a commercially
reasonable  manner  consistent with prudent water provider practice in Colorado.
At  its  option, and subject to the provisions of Article 9 below, Rangeview may
enter  into  a  Service  Agreement contract to provide Non-Export Water to Water
Users  substantially  in  the  form  attached  hereto as EXHIBIT B (the "Service
Agreement").  To  the  extent  that  Non-Export Water is insufficient to provide
water  service to Water Users, Rangeview shall be obligated to locate additional
sources  of  water  for  Water  Users.  Rangeview  shall  either  acquire  such
additional water and provide service to Water Users at the rates and charges set
forth  in  Section  8.2  or  it  shall notify the Land Board that it requires an
increase  in the rates and charges to cover the cost of acquiring the additional
water,  in  which  case  the  Land Board shall have the option of (i) permitting
Rangeview  to  charge  such  increased  rates  or  (ii)  serving any Water Users
requesting  service  after  the Non-Export Water is committed.  Rangeview agrees
that  if  it  acquires  such additional water, it shall, consistent with prudent
water provider practices in Colorado, use such water to provide water service to
Water  Users  without  additional  cost to the Land Board.  Any additional water
shall  not  be  subject  to the terms of this Agreement except (i) to the extent
that  such  additional  water  is  stored in aquifers beneath the surface of the
Lowry  Range  or in reservoirs on the surface of the Lowry Range, in which case,
such  water  shall  thereafter  be  subject  to the royalty set forth in Section
7.4(b)  and  (ii)  to the extent such additional water may remain subject to the
rates  and  charges  in  Section  8.3 as described above.  Such additional water
shall  not  be  used  to determine when Section 7.3(b) of this Agreement becomes
applicable  and  Section 7.3(b) shall not be applicable to such additional water
unless  Rangeview  utilizes  additional  water to provide water service to Water
Users  when  there  is  still  sufficient  Non-Export  Water  available  on  a
commercially  reasonable  basis  and  in  compliance with prudent water provider
practice  in  Colorado  to  provide such service.  If Rangeview does not acquire
additional  water  for Water Users, because the Land Board elects to serve Water
Users requesting service after the Non-Export Water is committed, then Rangeview
shall  continue  to


                                      -14-
<PAGE>
provide  Non-Export  Water  to Water-Users who are issued taps prior to the time
when  the  available  Non-Export  Water  was  committed  pursuant  to such taps.
Rangeview  shall  not  issue  taps  based  on unused cumulative rights under the
decrees for the Non-Export Water. The phrase "unused cumulative rights under the
decrees"  means  the  amount  of  water  that  could otherwise have been legally
withdrawn  pursuant  to the Statewide Non-Tributary Ground Water Rules, 2 C.C.R.
402-7,  Rule 8A., over and above the allowed average annual amount of withdrawal
permitted  under  the  decrees. The Land Board may utilize the Reserved Water or
any  other  water  sources  it  may have or acquire, to service subsequent Water
Users.  The  Land  Board  shall  have  the  right  to jointly use and expand the
facilities  constructed  by  Rangeview  or  its  Service  Provider  to  provide
Non-Export  Water to Water Users to provide service to subsequent Water Users to
the  same  extent  Rangeview  would  have  used  and  expanded  such  facilities
consistent  with prudent water provider practices in Colorado if it had acquired
additional  water  to  service  such  Water  Users.

     6.5     QUALITY  OF WATER.  Unless authorized in writing by the Land Board,
             -----------------
the  use  of  Water  Rights  may  only be sold or otherwise disposed of as water
blended  proportionally  from  all  aquifers  based  on  water  court  decrees
adjudicating  the  Water  Rights, except for the water committed pursuant to the
East  Cherry  Creek Agreement and the sale or disposition of any tributary water
(including  the  tributary  water  described  as  set  forth in Section 6.1(c)).

     6.6     TERMINATION  OF  EXPORT  WATER.  In  the  event  the  Export  Water
             ------------------------------
Contractor  or the Export Water Purchaser fails to pay the royalties required by
this  Agreement  within ten (10) business days after the applicable due date, or
takes  or  fails  to  take  action  which would cause material harm to the Water
Rights or the aquifers, or the surface of the Lowry Range then owned by the Land
Board  and  such  action  or  failure is not cured within thirty (30) days after
written  notice  has  been  given  by  the  Land Board or Rangeview specifically
setting  forth  the  nature  of the problem, or if more than thirty (30) days is
reasonably  required  to  cure  such  matter  complained of, if the Export Water
Contractor  or  Export Water Purchaser, as applicable, shall fail to commence to
correct the same within said thirty (30) day period and shall thereafter fail to
prosecute  the  same to completion with reasonable diligence, or commits a fraud
in  the  performance (as opposed to the inducement) of this Agreement, as may be
determined in a final non-appealable order of a court of competent jurisdiction,
the  Land Board or Rangeview may elect to terminate the rights to the portion of
the  Export  Water  which has not been conveyed or is not otherwise subject to a
good  faith,  binding  agreement to be conveyed to an Export Water Purchaser and
pursue such other remedies as may be provided by law.  Rangeview, at its option,
without  prejudice  to  any  other  remedies  it  may  have, may cure any of the
foregoing  defaults  in order to protect its rights under this Agreement without
waiting  for  the  thirty


                                      -15-
<PAGE>
(30)  day  period to run and seek reimbursement from the Export Water Contractor
or  Export  Water Purchaser, as applicable, for any costs and damages associated
therewith.


                                    ARTICLE 7
                                    ---------
                     Rent and Royalty Payments to Land Board
                     ---------------------------------------

     7.1     ANNUAL  RENT.  Rangeview  shall  pay annual rent ("Annual Rent") in
             ------------
the  amount  of Five Thousand Dollars ($5,000.00) to the Land Board on or before
May  1  of  each year until this Agreement expires or otherwise terminates.  The
Annual  Rent  shall be increased every five (5) years proportionally to the five
(5)  year  increase, in the Index.  In no case shall the annual rent be reduced.

     7.2     ROYALTY  FOR  EXPORT  WATER.
             ---------------------------

          (a)     Royalty  Rates  for Public Versus Private Use.  A sum equal to
                  ---------------------------------------------
ten  percent  (10%)  of  the  Royalty  Base shall be paid to the Land Board as a
royalty in the case of a sale or other disposition of Export Water to a Title 32
water  district  or other similar municipal or public entity, and a sum equal to
twelve  percent  (12%)  of the Royalty Base shall be paid to the Land Board as a
royalty  in  the  case  of  a  sale  or other disposition of Export Water to all
others.  These royalty rates shall be referred to as the "Initial Export Royalty
Rates."

          (b)     Application  of  Initial  Royalty  Rates.  In  addition to the
                  ----------------------------------------
Annual Rent, Rangeview shall pay or cause the Export Water Contractor to pay the
Initial  Export  Royalty  Rates  (subject  to  adjustment as provided in Section
7.2(c))  on the sale or other disposition of the Export Water.  The royalty paid
to  the  Land  Board  upon  a sale or other disposition of Export Water shall be
based  on  the  greater of the following values ("Royalty Base"): (1) the Export
Water  Contractor's Gross Revenues for the specific interest granted; or (2) the
value of the specific interest granted, as determined in accordance with Section
7.2(d).  The  Parties  intend  that  the  Royalty  Base  shall  include, without
limitation,  all Gross Revenues relative to the sale or other disposition of any
or  all  Export  Water  rights, including without limitation, option rights, the
right  to  first  use,  reuse,  successive  use, or any other disposition of the
Export  Water.

          (c)     Adjustment  of  Initial  Export  Royalty  Rate.
                  ----------------------------------------------

               (1)     If  the Export Water is sold or disposed of by the Export
Water  Contractor  on  an  Entitlement Basis to a public entity for an amount in
excess  of  Forty-Five  Million  Dollars  ($45,000,000)  in  Gross Revenues, the
Initial  Export  Royalty  Rate shall be increased for Gross Revenues received in
excess  of  $45,000,000  as  follows:


                                      -16-
<PAGE>

                                                   Royalty
               Gross  Revenue                        Rate
               --------------                        ----

               0  -  $45,000,000                10%
               $45,000,000  -  $60,000,000      20%
               $60,000,000  -  $75,000,000      30%
               $75,000,000  -  $90,000,000      40%
               Over  $90,000,000                     50%

     As  an example, if the Export Water Contractor receives One Hundred Million
Dollars  ($100,000,000)  in  Gross Revenues from sales of the Export Water on an
Entitlement  Basis  to a public entity, the Land Board will receive a royalty as
follows:

               Gross  Revenue                       Royalty
               --------------                       -------

               the  first  $45,000,000            $4,500,000
               the  next  $15,000,000             $3,000,000
               the  next  $15,000,000             $4,500,000
               the  next  $15,000,000             $6,000,000
               the  next  $10,000,000             $5,000,000

               (2)     If  the  Export  Water  is  sold by or disposed of by the
Export  Water Contractor on an Entitlement Basis for a private use for an amount
in  excess of Forty-Five Million Dollars ($45,000,000), the Initial Royalty Rate
shall be increased for the Export Water Contractor's Gross Revenues in excess of
Forty-Five  Million  Dollars  ($45,000,000)  as  follows:

                                                   Royalty
               Gross  Revenue                        Rate
               --------------                        ----

               0  -  $45,000,000                12%
               $45,000,000  -  $60,000,000      24%
               $60,000,000  -  $75,000,000      36%
               $75,000,000  -  $90,000,000      48%
               Over  $90,000,000                     50%

               (3)     The  foregoing  adjustments to the Initial Export Royalty
Rate  shall  also  apply  to  sales  or  other  dispositions  on  other  than an
Entitlement  Basis, i.e., where the Export Water Contractor bears all or part of
the  costs  of  withdrawal, treatment or delivery. In such cases, there shall be
deducted  from  Gross  Revenues  those  costs  (including  a reasonable overhead
allocation) which are incurred as a direct or indirect result of the incremental
activity  associated  with  the withdrawal, treatment and delivery of the Export
Water  involved on an other than Entitlement Basis. In such cases, the resulting
number  (Gross Revenues less such incremental costs) shall be used as the "Gross
Revenues"  number  in the formulae set forth in subparagraphs 7.2(c)(1) and (2).

          (d)     Determination  of  Royalty  Base.
                  --------------------------------


                                      -17-
<PAGE>
          (1)     If  interests  in  the  Export  Water  are  sold  or otherwise
disposed of by the Export Water Contractor on an Entitlement Basis, the value of
the  Export  Water  shall  be  conclusively  deemed  to  equal  the Export Water
Contractor's  Gross  Revenues  attributable to each acre foot of water plus Five
Hundred  Dollars  ($500.00)  per  acre foot and the $500 shall be added to Gross
Revenues  for purposes of calculating the Royalty Base.  The Five Hundred Dollar
($500.00)  figure  shall  be  increased  or  decreased  every  five  (5)  years
proportionally  to  the  five  (5)  year  increase  or  decrease  in  the Index.

          (2)     If  the Export Water is sold or otherwise disposed of with the
Export  Water  Contractor bearing the cost of withdrawal, treatment and delivery
to  a  purchaser  at  least  to  the  boundary  of the Lowry Range (a "Delivered
Basis"),  then  the  Royalty  Base  shall  be as set forth in Section 7.2(b)(1).

          (3)     If the Export Water is sold other than on a Delivered Basis or
an  Entitlement Basis, then each contract for the sale or other disposition of a
specific  interest  in the Export Water shall be delivered to the Land Board for
its  review  together  with  a  written statement setting forth the Royalty Base
believed  to  apply to each such transaction (the "Proposed Royalty Base").  The
Land  Board  shall  have  forty-five  (45)  days  to either approve the Proposed
Royalty  Base  or  make  its own determination of the Royalty Base.  If the Land
Board does not make such determination within forty-five (45) days after receipt
of  the  Proposed  Royalty Base, the Proposed Royalty Base shall conclusively be
deemed to have been accepted.  In the event of a dispute in the determination of
the Royalty Base under this Section 7.2(d)(3), the matter shall be determined by
arbitration  pursuant  to Section 15.16 of this Agreement.  The arbitrator shall
be  required  to  determine a Royalty Base for a sale or other disposition under
this  Section  7.2(d)(3)  which  results  in a royalty no higher than that for a
Delivered  Basis  sale  and  no  less  than  that for an Entitlement Basis sale.

          (4)     Except  for  the  sale  or  disposition  of  Export Water on a
Delivered  Basis,  Rangeview  shall  cause  each  contract for the sale or other
disposition  of  Export  Water  by  the  Export  Water  Contractor  to include a
requirement  that  the  first  Export  Water  Purchaser  pay  as  additional
consideration  ("Additional  Consideration")  at least five percent (5%) of such
Export  Water  Purchaser's  Retail  Sales  Price at the time the Export Water is
delivered  to  a third person (regardless of whether such person is a retail end
user).  Rangeview shall cause the Export Water Contractor to pay directly to the
Land  Board  an  amount  equal  to  the greater of (i) five percent (5%) of such
Export  Water Purchaser's Retail Sales Price or (ii) fifty percent (50%) of such
Additional  Consideration  received  by  the  Export  Water  Contractor.


                                      -18-
<PAGE>
As  an  example,  if  the  Export  Water Contractor sells the Export Water on an
Entitlement  Basis  for  Two  Thousand  Dollars  ($2,000.00) per acre/foot, plus
twelve  percent  (12%)  of  the Export Water Purchaser's Retail Sales Price, the
Land Board royalty shall be calculated as follows:  the Land Board shall receive
Two  Hundred Fifty Dollars ($250.00) per acre/foot (ten percent (10%) of the sum
of Two Thousand Dollars ($2,000.00) plus Five Hundred Dollars ($500.00) for each
acre  foot)  plus  fifty percent (50%) of the twelve percent (12%) of the Retail
Sales Price when the Export Water is delivered to a third person.  If the Retail
Sales  Price  to  retail end users totals $2.00 per 1,000 gallons, then the Land
Board shall receive $.12 for each 1,000 gallons delivered to a third person even
if  such  third  person  uses  such  water  for  an  augmentation  plan or other
non-retail  use.

          (e)     Subsequent  to  the  anniversary date of this Agreement in the
year 2081, any ongoing Gross Revenues from the sale of Export Water shall belong
to  and  be  paid  to  the  Land  Board.

     7.3     ROYALTIES  FOR  ON-SITE  USE.
             ----------------------------

          (a)     Initial  Royalty.  For  sales  or  other  dispositions  of
                  ----------------
Non-Export  Water  for  use  on  the Lowry Range, Rangeview will pay to the Land
Board  a  royalty  of  twelve percent (12%) of the Gross Revenues related to the
sale  or  other  disposition  of  the  Non-Export  Water (including any reuse or
successive  use)  to  Water  Users.

          (b)     Royalty  at  Build-Out.  At such time as metered production in
                  ----------------------
any  calendar  year  of Non-Export Water reaches 13,000 acre feet (including any
re-use  of  water), or, alternatively, at such time as a total of 10,000 surface
acres  on the Lowry Range has been (i) rezoned to a use other than agricultural,
(ii) finally platted, and (iii) water tap agreements have been entered into with
respect  to  all  improvements  to be constructed on such acreage, then the Land
Board  may  elect  to receive, at its option, in lieu of the royalty provided in
Section  7.3(a),  an  amount  equal to fifty percent (50%) of the collective net
profits  derived  by  Rangeview  and  the  Service  Provider  from  the  sale of
Non-Export  Water  to  Water  Users.  Net  Profits shall be defined as the Gross
Revenues  received  from Water Users less (i) the currently amortized portion of
applicable  capital  costs  (assuming for purposes of this calculation that such
costs  are  to  be  amortized  over  the  estimated  useful  lives of the assets
involved)  incurred  with  respect  to the Non-Export Water delivery system; and
(ii)  all  Operating  Expenses  whether  incurred  by  Rangeview  or its Service
Provider.


                                      -19-
<PAGE>
     7.4     RECHARGE  ROYALTY.
             -----------------

          (a)     Export  Water.  If  additional  water  acquired  by the Export
                  -------------
Water Purchaser is stored pursuant to Section 6.2(a) in surface reservoirs or in
aquifers beneath the surface of the Lowry Range, Rangeview shall pay or cause to
be  paid  to  the  Land Board a royalty equal to ten percent (10%) (for sales or
dispositions  to  public  entities)  or  twelve  percent  (12%)  (for  sales  or
dispositions  to  all others) of the Export Water Purchaser's Retail Sales Price
at  the  time of the sale or other disposition of such stored or recharged water
(regardless of whether such sale or other disposition is to a retail purchaser).

          (b)     Non-Export  Water.  If  additional water acquired by Rangeview
                  -----------------
or  its  Service  Provider  is  stored  pursuant  to  Section  6.2(a) in surface
reservoirs  or  in  aquifers  beneath the surface of the Lowry Range for sale or
other disposition to Water Users, Rangeview shall pay or cause to be paid to the
Land  Board  a  royalty equal to ten percent (10%) (for sales or dispositions to
public  entities)  or  twelve  percent  (12%)  (for sales or dispositions to all
others)  of the Retail Sales Price received by Rangeview or its Service Provider
from  the  sale  or other disposition of such stored or recharged water to Water
Users.

     7.5     PAYMENT  OF  ROYALTY.  Payment  of  any royalty payable pursuant to
             --------------------
this  Agreement  shall  be deemed earned in proportionate part as Gross Revenues
derived  from  the  subject  transaction  are  received.  In  the  case  of  an
installment  sale,  the  royalty  shall  be  deemed  earned upon receipt of each
installment  payment.  The  royalty  on  Export  Water  sold by the Export Water
Contractor  shall  be deemed earned as actual payments are made by the purchaser
of  the  Export  Water  or when the Export Water is delivered Off-Site whichever
shall  first occur.  Royalties earned in any calendar year quarter shall be paid
to  the Land Board within thirty (30) days after the end of the quarter in which
earned.  Unpaid  royalties shall accrue interest at the rate of two percent (2%)
per  month  from  the  date  due.

     7.6     REPORTING.
             ---------

          (a)     Rangeview shall report to the Land Board the quantity of Water
Rights  (including  any  recharged  or  stored water pursuant to Section 6.2(a))
delivered,  the  exact  amount of Gross Revenues or, if applicable, Retail Sales
Price  relating to the sale or other disposition of Water Rights, and the entity
to  whom the Water Rights were delivered.  The report shall be due within thirty
(30)  days after the end of each calendar year, until such time as production of
Export  and/or  Non-Export  Water  reaches 500 acre feet in a calendar year, and
thereafter  on  or  before  the  thirtieth  (30th) day following the end of each
calendar  quarter  during  the  term  of  this  Agreement.


                                      -20-
<PAGE>
          (b)     Rangeview  shall,  or  shall cause its Service Provider and/or
the  Export  Water  Contractor  to,  prepare and keep full, complete, and proper
books,  records  and  accounts  of  all Water Rights (including any recharged or
stored  water  pursuant  to  Section  6.2(a))  sales  or  dispositions and shall
document  such transactions as may be required by law.  Said books, records, and
accounts  of Rangeview, its Service Provider, and/or the Export Water Contractor
shall be open at all reasonable times, upon ten (10) days' prior written notice,
to the inspection of the Land Board and its representatives who may, at the Land
Board's  expense,  copy  or extract all or a portion of said books, records, and
accounts for a period of up to five (5) years after the date such books, records
and  accounts  are  made.  The Land Board's right to inspect shall not prejudice
the  Land Board's right to collect payments due pursuant to this Agreement.  The
Land  Board  may,  upon no less than fourteen (14) days' prior written notice to
Rangeview,  its  Service  Provider,  and/or the Export Water Contractor, cause a
partial or complete audit of the entire records and operations of Rangeview, its
Service  Provider, and/or the Export Water Contractor for a five (5) year period
preceding  the  date  of  the  audit  relating  to the Lowry Range and water use
pursuant  to this Agreement to be made at the Land Board's expense by an auditor
selected  by  the  Land  Board.  Within  fourteen  (14)  days following the Land
Board's  notice,  Rangeview,  its  Service  Provider,  and/or  the  Export Water
Contractor  shall  make  available  to  the  Land  Board's auditor the books and
records  the  auditor reasonably deems necessary or desirable for the purpose of
making  the  audit.  Any  deficiency in the payment of royalties determined upon
such  inspection or audit shall be immediately due and payable by Rangeview, and
by  the  inspected  or  audited  party  if  other  than Rangeview, together with
interest  thereon  at  the  rate  of two percent (2%) per month from the date or
dates  such  amounts  should have been paid.  If such deficiency is in excess of
two  percent  (2%)  of  the royalty previously paid, then Rangeview shall pay or
cause  the  audited  party  if other than Rangeview to pay to the Land Board the
actual  cost  of  the  audit  at  the  time  the  deficiency  is  paid.


                                    ARTICLE 8
                                    ---------
                          Development of Infrastructure
                          -----------------------------
                      and Water Service on the Lowry Range
                      ------------------------------------

     8.1     RANGEVIEW  SHALL  SERVE.  Subject to the requirement that customers
             -----------------------
pay  any appropriate fees and charges and comply with reasonable policies, rules
and  regulations  which  may  govern  the  activities of Rangeview acting in its
capacity  as  the provider of water service to the Lowry Range, Rangeview shall,
consistent with the terms of this Agreement, and consistent with the obligations
of  the  Service Provider as set forth in Article 9 below, provide water service
during the term of this Agreement to all Water Users.  All such service, whether
actually  provided  by Rangeview, or some other entity as may be approved by the
Land


                                      -21-
<PAGE>
Board, shall remain the primary obligation and responsibility of Rangeview,
and  shall  be  provided in a commercially reasonable time and manner consistent
with  prudent  water  service  practice  in  Colorado.

     8.2     WATER FEES AND RATES.  Tap fees, usage charges, and service charges
             --------------------
to  Water  Users  on  the  Lowry Range for Non-Export Water shall not exceed the
average  of  those similar charges then imposed by the Town of Castle Rock, East
Cherry  Creek  Valley  Water  and  Sanitation  District,  and  Parker  Water and
Sanitation  District,  or  their  respective  successors.

     8.3     SUBSTITUTION  OF  FACILITIES.  All contracts for the sale of Export
             ----------------------------
Water shall allow Rangeview or the Service Provider, or the Land Board (upon the
expiration  or  termination of this Agreement), as applicable, at its option, to
utilize  a portion (equal to the ratio of Export Water to Non-Export Water based
on  the  acre  feet  decreed in the now existing water court decrees, said ratio
being  hereinafter referred to as the "Water Interest Ratio") of the capacity of
the  ground  water  wells  which are used to produce the Export Water, under the
following  conditions:


          (a)     Rangeview,  the  Service  Provider  or  the  Land  Board,  as
applicable,  must provide substitute well capacity (the "Substitute Facilities")
of equivalent quantity and, to the extent practicable, water quality as the well
capacity  utilized  by  the  Export  Water  Purchaser  under  this  Section 8.3.

          (b)     Subject  to  further  substitution,  the Substitute Facilities
will  be  dedicated  to  the  benefit  of  the  Export Water user.  Title to the
Substitute  Facilities  shall  be  held  in  the  same  manner  as  title to the
facilities  which  they  replace.

          (c)     The  construction  and  operation of the Substitute Facilities
are  intended  to  enable  Rangeview, the Service Provider or the Land Board, as
applicable,  to incrementally expand the delivery system for the Export Water to
provide  service  to  those  areas  of the Lowry Range on which the Export Water
delivery  system  has  already  been  developed.

          (d)     The  intent  of  this  Section  8.3 is to allow Rangeview, the
Service  Provider  or  the Land Board, as applicable, the use of that portion of
the  Export Water delivery system, utilizing the excess capacity as discussed in
Section 8.4, to provide water service to the Lowry Range.  The further intent of
this  Section  8.3  is  to ensure that facilities initially constructed to serve
Export  Water will, as necessary, be available for service to the Lowry Range if
Substitute  Facilities are constructed and dedicated to the Export Water user as
outlined  in  Sections 8.3(a) and (b).  The Export Water user will have the same
opportunity  to  substitute facilities from the Non-Export Water delivery system
for  the  Export  Water delivery system so that the well field is developed in a
manner  reasonably


                                      -22-
<PAGE>
consistent with the master plan attached hereto as EXHIBIT D. The well field and
Export  Water and Non-Export Water delivery systems, when fully completed, shall
have  been  developed  in  a  manner  such  that  each of Rangeview, the Service
Provider,  or  the  Land  Board,  as applicable, on the one hand, and the Export
Water  Purchaser(s),  on the other, shall bear the economic burden of developing
their proportionate part of the total infrastructure based on the ratio of Water
Rights  used  on  the  Lowry  Range  and  outside  the  Lowry  Range.

          (e)     In  the  event  a  dispute  arises  concerning substitution of
facilities  pursuant  to  this  Section,  the  dispute  shall  be  resolved  by
arbitration  pursuant  to  Section  15.16  of  this  Agreement.

     8.4     RIGHT TO USE TRANSMISSION LINES; INFRASTRUCTURE.  All contracts for
             -----------------------------------------------
the  sale  of  Export  Water will provide for construction of excess capacity in
Export  Water  transmission  lines  only  within  the  Lowry  Range,  so  as  to
accommodate the transmission of water for on-site use within that portion of the
Lowry  Range  which  may  be  served  by  those  lines.  The  Service  Provider,
Rangeview,  or the Land Board, as applicable, shall have access to and the right
to  use a portion of the capacity of any and all Export Water transmission lines
on  the premises to the extent set forth in EXHIBIT E attached hereto.  The well
field  and delivery system built for delivery of Export Water must be built in a
commercially  reasonable manner using accepted engineering practices considering
the  requirements  of  Section  8.3  and  8.4  related  to  the  development  of
infrastructure  for water service on the Lowry Range.  The costs of constructing
(1) infrastructure to deliver Export Water; and (2) the excess pipeline capacity
required by this Section will not be paid, directly or indirectly, by Rangeview,
the  Land  Board,  or  Water  Users  (except  to  the extent such facilities are
substituted  for on-site service, in which case Water Users will indirectly bear
costs  through  rates  and  charges  and  Rangeview may incur administrative and
maintenance  expenses  with  respect thereto).  Ownership of the excess capacity
needed  for  on-site use will be transferred to Rangeview, the Service Provider,
or  the  Land  Board,  as applicable, at such time as such capacity is utilized,
under  agreements  which  provide  for  the  payment  by  Rangeview, the Service
Provider,  or  the  Land  Board,  as  applicable,  of  a  proportionate share of
operation,  maintenance  and  replacement  costs.

     8.5     TITLE  TO  EQUIPMENT  AND  IMPROVEMENTS. Rangeview acknowledges and
             ---------------------------------------
shall  cause its Service Provider to acknowledge that equipment and improvements
placed  on  the  Lowry  Range  are  subject to the provisions of this Agreement.
Rangeview  shall  pay  or  cause  its  Service  Provider to pay all taxes, fees,
assessments  or  other charges, if any, which may be assessed upon or become due
with  respect  to,  the  equipment  and  improvements  during  the  term of this
Agreement.  On  the  Effective  Date,  this Agreement


                                      -23-
<PAGE>
shall  be  recorded  with  the  Clerk  and  Recorder  for  Arapahoe  County.

     8.6     FUTURE LEASES.  The Parties acknowledge that the Lowry Range is tax
             -------------
exempt as long as it is owned by the Land Board or another tax exempt entity and
that the operation of Rangeview is based upon a revenue and not a tax base.  The
provisions of any leases or contracts for exchanges, sales or other dispositions
pertaining  to any interest in the surface of the Lowry Range shall not restrict
the  ability  of  Rangeview  to  sell  water to, and receive revenue from, Water
Users.  Unless  expressly  authorized  in  writing  by  the Land Board or unless
otherwise required by law, Rangeview will not impose taxes, assessments or other
charges  of any kind on Water Users in connection with the provision of, or cost
to  deliver,  Non-Export  Water  to  such  Water Users except as contemplated by
Section 8.2; provided that Rangeview may assess amounts it is required to pay in
lieu  of  taxes  pursuant  to  Sec.  36  1-120.5(5),  15  C.R.S.  (1990  Rplc.).

     8.7     RANGEVIEW  DISTRICT  BOUNDARIES.  Subject  to  complying  with
             -------------------------------
reasonable  policies,  rules  and regulations which may govern the activities of
Rangeview,  and to the extent permitted by law, upon petition for inclusion by a
landowner  within  the Lowry Range qualified under Title 32 or other appropriate
action  thereafter, Rangeview shall cooperate and, with due diligence proceed to
take  action  pursuant to law, to include such area as may be designated by such
petition  or  other  action  within  Rangeview's  district  boundaries.

     8.8     DEVELOPMENT  OF LOWRY RANGE.  Rangeview shall have no obligation to
             ---------------------------
promote  development  of  the  Lowry Range, other than its obligation under this
Agreement  to  provide  water service and associated infrastructure as a prudent
water  provider  to meet all reasonable Water User demands, if and when a demand
may  arise.  The  nature,  timing, financing, and approval of development of any
land  uses  shall  be the sole responsibility of the Land Board.  The Land Board
makes no representation as to if, when, and how the land development, if any, on
the  Lowry  Range  will  occur,  or  as  to the density of any such development.

     8.9     RESERVES.  Rangeview shall establish and maintain a maintenance and
             --------
operating  reserve  for  providing Non-Export Water to Water Users in accordance
with  Section  8.1.  The  amount  of  such  reserve  shall  be at least equal to
thirty-three and one-third per cent (33-1/3%) of the Operating Expenses budgeted
by  Rangeview  and,  if  applicable,  its Service Provider, for the then current
calendar  year.  In  establishing  such  reserve initially and in increasing the
amount of such reserve as a result of an increase in budgeted Operating Expenses
or  an  expenditure  which  diminishes  the  reserve  below the required amount,
Rangeview  shall  allocate  any available funds not budgeted to other proper and
necessary  functions  of  Rangeview  toward building such reserve.  Such reserve
funds  shall  be continuously maintained and may be


                                      -24-
<PAGE>
utilized  by  Rangeview  solely  for  paying  lawful obligations relating to the
provision  of  Non-Export  Water  to  Water  Users  as  required by Section 8.1.


                                    ARTICLE 9
                                    ---------
                            Service Provider Contract
                            -------------------------

     9.1     SERVICE  PROVIDER  FOR RANGEVIEW.  As of the Effective Date, at its
             --------------------------------
option  Rangeview may enter into a contract pursuant to which a Service Provider
will  provide  the  service  of  delivering  Non-Export Water to the current and
future  Water Users pursuant to and consistent with the terms of this Agreement.
Rangeview  shall  not  enter  into  any  Service  Provider  contract  except  as
contemplated  by the Settlement Agreement without the express written consent of
the  Land Board.  All Service Provider contracts shall be in the form of EXHIBIT
B  only  with  such changes as may be approved in writing by the Land Board.  If
Rangeview  chooses  to  contract  with  a Service Provider to provide Non-Export
Water  services  on the Lowry Range, Rangeview shall cause such Service Provider
to  comply  with  all  obligations of Rangeview under this Agreement relating to
Non-Export  Water services on the Lowry Range.  Rangeview agrees (and will cause
any  other  Service  Provider  to  agree)  that:

          (a)     The  Service  Provider  contract  cannot  be  assigned  or
transferred without the express written consent of the Land Board, which consent
may  be withheld by the Land Board in its sole discretion.  The Service Provider
contract  cannot  be  amended  without  the  express written consent of the Land
Board,  which  consent  shall  not  be  unreasonably  withheld.

          (b)     Any  breach  by  the Service Provider of its obligations under
its  Service  Provider contract with Rangeview shall constitute a breach of this
Agreement  by  Rangeview  subject  to  Rangeview's  right to cure such breach or
default.

          (c)     Ten  (10)  days  prior to the execution of any construction or
financing  contracts  by  Rangeview  or  the  Service Provider in excess of Five
Hundred Thousand Dollars ($500,000) related to the provision of Non-Export Water
Service to Water Users (including contracts for the disposal of effluent, sewage
or  sewerage  as permitted under Section 6.3 of this Agreement), Rangeview shall
provide  or  cause  the Service Provider to provide the Land Board with courtesy
copies  of  such  contracts  (drafts  being  acceptable  if  finals  are not yet
available).

          (d)     Water  service  on the Lowry Range shall be provided as needed
in  a  commercially  reasonable  time  and  manner consistent with prudent water
service practice in Colorado if and when development of the surface of the Lowry
Range  may  occur.


                                      -25-
<PAGE>
          (e)     If  there  is  an approved Service Provider, all financing for
infrastructure  for  delivery  of  Water  Rights  and  all  costs  of operation,
maintenance,  debt  service  and  repair to provide water service to Water Users
will  be provided without cost to Rangeview, the Land Board or any Water User on
the  Lowry  Range,  except  to the extent paid for with the water fees and rates
described  in  Section  8.2, and Rangeview shall not issue bonds to finance such
infrastructure  or  service.

          (f)     Re-use  and  successive use of Non-Export Water, if any, shall
be  done  in  a  commercially  reasonable  manner  consistent with prudent water
provider  practice  in  Colorado.

          (g)     Except  for  the  disposal  of  effluent,  sewage  or sewerage
Off-Site  as  provided  in  Section 6.3 of the Agreement, none of the Non-Export
Water,  including  all  re-use and successive uses of such water, shall be used,
sold,  transferred, or otherwise disposed of outside the Lowry Range without the
express  written  consent  of  the  Land  Board.

          (h)     If  the  Service  Provider  decides  not  to provide or not to
continue  providing service to Water Users on the Lowry Range during the term of
this  Agreement,  then  Rangeview shall require the Service Provider to give one
(1)  year's  prior  written  notice  to  Rangeview which written notice shall be
transmitted  by  Rangeview  to the Land Board.  During such one-year period, the
Service  Provider shall continue to provide service in accordance with the terms
of  the  Service  Agreement, unless Land Board and Rangeview require the Service
Provider  to  discontinue  providing  services  prior  to the expiration of such
one-year  period.

          (i)     Rangeview and its Service Provider shall, at all times, act in
a commercially reasonable manner consistent with prudent water provider practice
in  Colorado.

          (j)     If  and  to the extent at any time monies are not available to
Rangeview  to  fund the reserve which Rangeview is required to maintain pursuant
to  Section  8.9 or if monies in such reserve are withdrawn such that the amount
of  the  reserve  drops below the amount which Rangeview is required to maintain
and  such  reserve  cannot  reasonably  be  expected  to  be  reestablished from
anticipated  income  to Rangeview within one year, then Rangeview shall promptly
notify  the  Service Provider of such fact and the Service Provider shall within
thirty  (30) days deliver funds to Rangeview sufficient to replenish the reserve
fund  to  its  required  level.  Notwithstanding  the  fact that the reserve can
reasonably be expected to be reestablished within one year, the Service Provider
shall  be  required  to  deliver  funds to Rangeview sufficient to replenish the
reserve fund to its required level at the time the Service Provider discontinues
service.


                                      -26-
<PAGE>
                                   ARTICLE 10
                                   ----------
                            East Cherry Creek Valley
                            ------------------------
                          Water and Sanitation District
                          -----------------------------

     10.1     TERMS  AND  REVENUE.  The terms of the East Cherry Creek Agreement
              -------------------
are  not  altered  or  affected by this Agreement, nor is its duration extended.
All  revenue paid by ECCV pursuant to the East Cherry Creek Agreement subsequent
to the Effective Date of this Agreement shall be paid as follows:  fifty percent
(50%)  to be paid by Rangeview directly to the Land Board (unless ECCV agrees to
pay such fifty percent (50%) directly to the Land Board) and fifty percent (50%)
to  be paid by ECCV directly to Rangeview.  Rangeview further agrees that within
ten  (10)  days following the Effective Date, Rangeview shall pay the Land Board
ten percent (10%) of all revenues paid by ECCV for January and February 1995 and
fifty  percent  (50%)  of  all revenues paid by ECCV to Rangeview for the period
from  March  1,  1995  through  the  Effective Date.  No additional royalty with
respect  to  the  revenue  derived from the East Cherry Creek Agreement shall be
payable  to  the  Land  Board.

     10.2     TITLE  REVERSION.  Upon  the expiration or termination of the East
              ----------------
Cherry  Creek  Agreement,  for  whatever  reason,  all  interests  in the water,
infrastructure,  and leased premises related thereto, to the extent provided for
in  the East Cherry Creek Agreement, shall automatically and without further act
of  the  Parties  or anyone else revert to the Land Board free and clear of this
Agreement.  Failure of Rangeview to contest the expiration or termination of the
East  Cherry  Creek  Agreement,  which  the Land Board contends expires in 2032,
shall  not be a default under this Agreement.  The Land Board agrees not to take
any action inconsistent with the Land Board's rights, duties, and obligations of
this  Agreement which would cause Rangeview to be in default or otherwise result
in liability to Rangeview under the East Cherry Creek Agreement.  Nothing in the
preceding  sentence  shall  prevent  the Land Board or Rangeview from taking any
actions  they  are  permitted  to  take  by  law  with  respect  to  ECCV.


                                   ARTICLE 11
                                   ----------
                                  Rights-of-Way
                                  -------------

     11.1     MASTER PLAN.  The Parties agree to a master plan of rights-of-way,
              -----------
which  plan  is  attached  to  this  Agreement  as EXHIBIT D.  To the extent not
already  granted,  the  rights-of-way described on EXHIBIT D shall be granted by
Land  Board  to  Rangeview  within  sixty  (60)  days  of  Rangeview's  complete
application  with  Land  Board  for  specific  rights-of-way,  provided that the
requested  rights-of-way  are  necessary for construction of facilities within a
reasonable  time  after the rights-of-way are to be granted.  The grant shall be
made  in  accordance  with  the  form  attached  as EXHIBIT F, which form may be
amended  to


                                      -27-
<PAGE>
comply  with  applicable  statutes, regulations and Land Board policy directives
from  time  to  time.  Said  master  plan  may  be amended by Land Board for the
convenience  of  the  Parties,  provided  that  any  such  amendment  shall  not
materially  adversely  affect  the rights and privileges of any Party. The total
acres  of  rights-of-way  shall  not  be reduced and the Land Board may relocate
rights-of-way,  whether  planned  or  in  use,  for  the commercially reasonable
development  of the Lowry Range. If the Land Board relocates rights-of-way which
are in use by Rangeview, its Service Provider, or the Export Water Purchaser (or
which  any  such  entity  has  expended funds to develop for use), then the Land
Board  must  pay  the  affected  entities' costs associated with relocating such
rights-of-way.

     11.2     FEE  FOR  RIGHT-OF-WAY.  Rangeview  shall pay Land Board an amount
              ----------------------
equal  to  Fifty  Dollars  ($50.00) per acre of the surface land utilized at the
time  of  granting  a right-of-way, which, commencing with the Effective Date of
this  Agreement,  shall  be increased every five (5) years proportionally to the
five  (5) year increase in the Index.  In no case shall the rights-of-way fee be
reduced.  Land  Board  shall  include  a  description  of  the  master  plan  of
rights-of-way  in  subsequent  leases, sales or other dispositions pertaining to
the  Lowry  Range  and  shall,  subject to the amendment provisions set forth in
Section  11.1,  be  bound by such master plan in all subsequent leases, sales or
other  dispositions.

     11.3     LICENSE TO SERVICE PROVIDER.  To the extent necessary to implement
              ---------------------------
the intent of Article 11, Rangeview may grant to its Service Provider and/or the
Export  Water  Purchaser  a license to use the rights-of-way granted by the Land
Board  to  Rangeview  for  the  purposes  contemplated  by this Agreement.  Such
licenses  shall  be  in  the  forms  attached  hereto  as  EXHIBITS  G  and  H,
respectively.


                                   ARTICLE 12
                                   ----------
                              Bonding Requirements
                              --------------------

     12.1     BOND.  No  operations are to be commenced on the Lowry Range until
              ----
Rangeview, its Service Provider, the Export Water Purchaser or their agents have
filed good and sufficient bonds with Land Board consistent with the requirements
of  C.R.S.  Sec.38-26-106  and Sec.36-1-129 in an amount fixed by Land Board, to
secure  the  payment  for  damages,  losses or expenses caused by Rangeview, its
Service  Provider,  the  Export  Water  Purchaser or their agents as a result of
operations  on  or  under  the  Lowry  Range.  Land  Board may waive the bonding
requirements,  in its discretion, and may require that the bond be maintained in
full  force  and  effect  for one (1) year after cessation of the operations for
which  the  bond  was  intended.


                                      -28-
<PAGE>
     12.2     BOND  OF  CONTRACTORS.  Bonds  provided  by  contractors  for
              ---------------------
construction  activities to Rangeview, its Service Provider, or the Export Water
Purchaser  may  list Land Board as a coinsured.  As long as such bonds otherwise
comply with Section 12.1 above and list Land Board as coinsured, the contractors
shall  not  be  required to obtain any other bonds for the Land Board. Contracts
entered  into  by  Rangeview, its Service Provider or the Export Water Purchaser
which constitute public works shall comply with Sec. 24-91-103, 103.5 and 103.6,
10B  C.R.S.  (1988  Rplc.).


                                   ARTICLE 13
                                   ----------
                              Default and Remedies
                              --------------------

     13.1     EVENTS  OF  DEFAULT.  The  following  events  shall hereinafter be
              -------------------
referred  to  as  "Events  of  Default":

          (a)     Rangeview  shall  default  in  the due and punctual payment of
royalties,  rents or any other amounts payable hereunder, and such default shall
continue  for  ten  (10)  business  days  after  the  applicable  due  date;

          (b)     This  Agreement  shall  be  transferred to or shall pass to or
devolve  upon  any  other  person or party except as expressly permitted by this
Agreement;

          (c)     This  Agreement  or  the  Non-Export Water or any part thereof
shall  be  taken  upon  execution  or  by  other process of law directed against
Rangeview,  or  shall be taken upon or subject to any attachment at the instance
of  any creditor or claimant against Rangeview, and said attachment shall not be
discharged  or  disposed  of  within  sixty  (60)  days  after the levy thereof;

          (d)     Rangeview shall file a petition in bankruptcy or insolvency or
for reorganization or arrangement under the bankruptcy laws of the United States
or under any insolvency act of any state, or shall be dissolved or shall make an
assignment  for  the  benefit  of  creditors;

          (e)     Involuntary  proceedings  under  any  such  bankruptcy  law or
insolvency  act  or for the dissolution of Rangeview shall be instituted against
Rangeview,  or a receiver or trustee shall be appointed for all or substantially
all  of the property of Rangeview, and such proceeding shall not be dismissed or
such  receivership  or  trusteeship  vacated  within  sixty (60) days after such
institution  or  appointment;

          (f)     If  either  party  shall  fail  to  perform any material term,
covenant  or  condition herein contained and such failure shall continue and not
be  cured  for  a  period  of thirty (30) days after written notice specifically
setting  forth  the  nature  of the default has been given by the non-defaulting
party  to  the  defaulting party, or if more than thirty (30) days is reasonably


                                      -29-
<PAGE>
required  to  cure such matter complained of, if the defaulting party shall fail
to  commence  to  correct  the same within said thirty (30) day period and shall
thereafter  fail  to prosecute the same to completion with reasonable diligence.
For  purposes  of this subparagraph (f), if Rangeview has a Service Provider and
such  Service  Provider  shall breach any of its obligations to Rangeview, or if
the Export Water Contractor shall breach any of its obligations to Rangeview, or
if  the  Export Water Purchaser shall breach any of its obligations to Rangeview
or  the  Export  Water Contractor, and such acts or omissions also constitute or
result  in  the failure to perform a material obligation for which Rangeview has
responsibility  hereunder,  then the same shall constitute a material failure of
performance  by  Rangeview.  Further  in  such event, the thirty (30) day period
provided  in the first sentence of such subparagraph (f) shall be extended up to
a  maximum of sixty (60) days if Rangeview first attempts to require its Service
Provider,  the  Export  Water  Contractor,  or  the  Export  Water Purchaser, as
applicable, to cure during any applicable cure period provided in the agreements
applicable  to  the  defaulting  party,  so  that  if  in  such case the Service
Provider,  the  Export  Water  Contractor,  or  the  Export  Water Purchaser, as
applicable, fails to cure, Rangeview itself shall have an additional thirty (30)
days to cure such material failure of performance.  Thus, for example, if such a
material  failure  of performance results from an act or omission of Rangeview's
Service Provider, the Land Board may immediately give Rangeview notice regarding
the  same  and  thereby  commence  the running of Rangeview's cure period.  That
period  would  be thirty (30) days, unless Rangeview in turn gives notice to its
Service  Provider  and  commences  an  applicable  cure period under the Service
Provider  Agreement,  in  which  case  if  the  Service  Provider fails to cure,
Rangeview  would  have  an additional thirty (30) days to cure; provided that no
more  than  a  total  of  sixty  (60) days shall be allowed for such cure period
(subject  to any reasonably required extension as provided in the first sentence
of  this  paragraph  (f)).

     13.2     REMEDIES.  If  any  one  or more Events of Default shall occur and
              --------
not  be  cured  within  any  applicable  cure  period,  then:

          (a)     If  Rangeview  is  the  defaulting  party, Land Board, without
prejudice to any other remedies that it may have, may give written notice of its
intention to terminate this Agreement on the date of such notice or on any later
date  specified  in  such  notice,  and,  on  the date specified in such notice,
Rangeview's  right  to  possession of the premises will cease and this Agreement
will be terminated (except as to Rangeview's liability set forth in this Section
13.2)  as if the expiration of the term fixed in such notice were the end of the
term  of  this  Agreement.  In connection with such termination, Land Board with
notice  may  re-enter  and  take  possession  of the leased premises or any part
thereof  (subject  to any existing licenses related to delivery of Export Water)
and  repossess  the  same as the Land Board's former


                                      -30-
<PAGE>
estate,  and  expel  Rangeview  from  the premises and those claiming through or
under  Rangeview except with respect to the Export Water, and remove the effects
of  both  or  either,  without being deemed guilty of any manner of trespass and
without  prejudice  to  any  other  remedies.  In the event of such termination,
Rangeview and its Service Provider shall surrender and peacefully deliver to the
Land  Board  the above-described land and the Non-Export Water, and such land as
was  in Rangeview's possession or control shall be returned to the Land Board in
good  condition  (subject  to  any  existing licenses related to the delivery of
Export  Water),  and  the  Land  Board  shall  be  entitled to the return of all
Non-Export  Water,  plus  the  title  to  all  infrastructure built to divert or
withdraw  and  deliver  Non-Export  Water  and  any  other  interest  in  shared
facilities for use with the Non-Export Water, plus the revenue stream associated
with such Non-Export Water and the East Cherry Creek Agreement, and the reserves
required  to  be  maintained  by  Rangeview  pursuant  to Section 8.9. Upon such
termination,  if  Rangeview  shall remain in possession of any part of the Lowry
Range  (subject to any existing licenses related to delivery of Export Water) or
Non-Export Water, Rangeview shall be guilty of an unlawful detainer and shall be
subject to eviction or removal, forcibly or otherwise, to the extent provided by
law.

          (b)     In  the  Event  of Default by either party, the non-defaulting
party shall be entitled to any and all damages proximately caused by the default
or  breach and its costs and reasonable attorney fees from the defaulting party.
In  addition, Rangeview shall be entitled to specifically enforce performance by
the  Land  Board  of  the  Land  Board's  obligations  under  this  Agreement.

     13.3     NO  WAIVER.  No  failure by Rangeview or the Land Board, to insist
              ----------
upon the strict performance of any agreement, term, covenant or condition hereof
or  to  exercise  any  right  or remedy consequent upon a breach thereof, and no
acceptance  of  full  or  partial  payment  of  any  amount  payable  during the
continuance  of any such breach, shall constitute a waiver of any such breach of
such  agreement,  term, covenant or condition hereof to be performed or complied
with  by  Rangeview  or  the  Land Board, as the case may be.  No breach thereof
shall  be  waived, altered, or modified except by written instrument executed by
the Land Board, or Rangeview, as the case may be.  No waiver of any breach shall
affect or alter this Agreement, but each and every agreement, term, covenant and
condition  hereof  shall  continue  in full force and effect with respect to any
other  then-existing  or  subsequent  breach  thereof.  Notwithstanding  any
termination of this Agreement, the same shall continue in force and effect as to
any  provisions  hereof  which require observance or performance of Rangeview or
Land  Board  subsequent  to  termination.

     13.4     LAND  BOARD'S  RIGHT  TO  CURE RANGEVIEW'S BREACH.  The Land Board
              -------------------------------------------------
may,  but shall not be obligated to, cure any default by Rangeview, specifically
including,  but not by way of


                                      -31-
<PAGE>
limitation,  Rangeview's failure to pay any tax due hereunder, obtain insurance,
make  repairs,  or  satisfy  lien  claims,  after providing reasonable notice to
Rangeview, and whenever the Land Board so elects, all costs and expenses paid by
the Land Board in curing such default, including, without limitation, reasonable
attorneys'  fees,  shall be so much additional rent due ten (10) days after such
payment  together  with  interest at the rate of two percent (2%) per month from
the date of advancement to the date of repayment by Rangeview to the Land Board.


                                   ARTICLE 14
                                   ----------
                                  Improvements
                                  ------------

     14.1     TRANSFER  OF  IMPROVEMENTS.  In  the  event  this  Agreement  is
              --------------------------
terminated  by forfeiture, surrender, or election upon default or breach, and no
later  than  the  expiration  of  this  Agreement, title to all improvements and
equipment  and  related  permits and licenses and all rights-of-way on the Lowry
Range  exclusively  for  delivering  Non-Export  Water  and  interests in shared
facilities  used  for  delivery of Non-Export Water shall automatically, without
the necessity of any further action by the Parties or anyone else, revert and be
transferred  to  the  Land  Board  as of the date of such forfeiture, surrender,
election,  upon  default  or  breach,  or as of the expiration of the Agreement.
Such  automatic reversion and transfer shall be conclusively evidenced of record
by  the  Land  Board's  filing with the Clerk and Recorder for Arapahoe County a
certificate  stating  the  fact  of  such  reversion  and  transfer.  Title  to
improvements  and  rights-of-way  on  the Lowry Range for the sale of the use of
Export  Water  including,  without  limitation, the East Cherry Creek Agreement,
shall  not  be  affected  by  termination  of  this  Agreement.

     14.2     ABANDONMENT  OF  EXPORT  WATER  FACILITIES.  Once the Export Water
              ------------------------------------------
Purchaser  withdraws  the  entire portion of the Export Water purchased plus the
entire  amount  of  water  recharged  by  the  Export  Water  Purchaser and such
purchaser  has failed to recharge any portion of the aquifer for a period of ten
(10)  years,  the  Land  Board  shall  have the right to notify the Export Water
Purchaser in writing of its intention to declare the rights-of-way, improvements
and  equipment  on  the  Lowry  Range  owned  or  licensed  by such Export Water
Purchaser  as abandoned.  The Export Water Purchaser shall have three (3) months
from  receipt  of such notice to remove any improvements and equipment which can
be  removed  without  damaging the Lowry Range or any shared facilities.  At the
end of such three (3) month period, title to any improvements and equipment then
remaining  and  all  rights-of-way shall automatically, without necessity of any
further  action  by  the  Export  Water  Purchaser or anyone else, revert and be
transferred  to  the  Land  Board as of such date.  Such automatic reversion and
transfer  shall  be  conclusively evidenced of record by the Land Board's filing
with  the  Clerk and Recorder for Arapahoe County a certificate stating the fact
of  such  reversion


                                      -32-
<PAGE>
and  transfer. In the event of a dispute regarding this Section 14.2, the matter
shall  be determined by arbitration pursuant to Section 15.16 of this Agreement.


                                   ARTICLE 15
                                   ----------
                               General Provisions
                               ------------------

     15.1     ASSIGNMENT  BY  RANGEVIEW.  Rangeview  may  assign its interest in
              -------------------------
this  Agreement,  but  only upon terms expressly approved in writing by the Land
Board in its sole discretion.  Any attempted assignment in contravention of this
section  shall  be  null  and  void.

     15.2     WORK  REQUIREMENTS.  To  the extent work is performed on the Lowry
              ------------------
Range  directly  by  (i)  Rangeview  or  its  Service  Provider (ii) independent
contractors  of  Rangeview or its Service Provider or (iii) a permitted assignee
(in  which  case any reference to Rangeview shall be deemed to be a reference to
the  assignee  where  appropriate),  the  following  shall  apply:

          (a)     Indemnity.  Rangeview  and  its Service Provider shall jointly
                  ---------
and  severally  indemnify  and hold harmless the Land Board against and from all
liabilities,  claims  and demands, settlement or litigation expenses and related
attorneys'  fees (hereafter "Indemnified Items") for personal injury or property
damage  arising  out  of,  or  caused  by, any act or omission of Rangeview, its
Service  Provider,  or  their  contractors,  agents  or  employees.

          (b)     Insurance.  Rangeview  shall  at  all times carry insurance in
                  ---------
the amounts and for the liabilities required by Sec. 24-10-114, 10A C.R.S. (1988
Repl.),  as  amended, which insurance shall name the Land Board as an additional
insured.  Rangeview  shall  require  its  Service Provider at all times to carry
insurance  in  amounts and with carriers reasonably acceptable to the Land Board
for  worker's  compensation  coverage  in  accordance with Colorado law, and for
public  liability  insurance covering death and bodily injury with limits of not
less  than  One  Million  Five  Hundred Thousand Dollars ($1,500,000.00) for one
person,  and  Five  Million  Dollars  ($5,000,000.00)  for  any  one accident or
disaster, and property damage coverage with limits of not less than Five Hundred
Thousand  Dollars ($500,000.00), which insurance shall name the Land Board as an
additional insured. The Land Board reserves the right to reasonably increase the
limits  of insurance required of the Service Provider as the Land Board may deem
appropriate  from  time  to  time;  provided  that,  if Rangeview or the Service
Provider  disputes  the  reasonableness  of  such  increase, the matter shall be
submitted  to  arbitration  as  provided  in  Section  15.16.

          (c)     Liens.  Except with respect to liens or encumbrances expressly
                  -----
permitted  hereunder,  Rangeview  and  its


                                      -33-
<PAGE>
Service  Provider  shall jointly and severally indemnify and hold the Land Board
harmless  from  and against all Indemnified Items relating to liens or claims of
right  to  enforce  liens  arising  from  actions  of  Rangeview  or its Service
Provider, their contractors and agents. Rangeview and its Service Provider shall
promptly  cause  any  such  lien  to  be  removed  notwithstanding the fact that
Rangeview may believe that there is a valid defense to any such claim. Rangeview
and its Service Provider shall retain the right to pursue any claims against the
claimant  after  any  such  lien  is  removed.

          (d)     Permits  and Licenses.  Rangeview  and  its  Service  Provider
                  ---------------------
shall,  at  their  own  expense,  apply  for  and obtain all necessary building,
occupancy,  well  and  other  permits  and licenses which may be required by any
governmental  entity  which has jurisdiction over the operations to be performed
pursuant  to  this  Agreement.  Copies of all such permits and licenses shall be
provided  to  the  Land  Board.

          (e)     Taxes.  Rangeview  and  its  Service Provider shall be jointly
                  -----
and  severally  responsible  for  and shall pay all taxes, fees and assessments,
including  payments  pursuant  to Sec. 36-1-120.5(5), 15 C.R.S. (1990 Rplc.), if
any,  in  connection with the work, improvements, facilities or the materials to
be utilized in accomplishing the activities of Rangeview or its Service Provider
pursuant  to  this  Agreement.

     15.3     THIRD  PARTY  BENEFICIARIES.  Except  as otherwise contemplated by
              ---------------------------
the provisions of this Agreement, it is not the intent of the Parties, nor shall
it  be  the  effect  of  this Agreement, to vest rights of any nature or form in
individuals  or  entities  not  executing  this  Agreement.

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


                                      -34-
<PAGE>
     >RANGEVIEW  METROPOLITAN  DISTRICT:

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

     With  a  copy  to:

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

     STATE  BOARD  OF  LAND  COMMISSIONERS:

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

     With  a  copy  to:

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

     15.5     CONSTRUCTION.  Where  required for proper interpretation, words in
              ------------
the  singular  shall  include the plural, and the masculine gender shall include
the neuter and the feminine, and vice versa, as is appropriate.  The article and
section  headings  are for convenience and are not a substantive portion of this
Agreement.  This Agreement shall be construed and interpreted in accordance with
the  laws of the State of Colorado.  It shall be construed as if it were equally
drafted  in  all  aspects  by  all  Parties.

     15.6     ENTIRE AGREEMENT.  This Agreement, including the items attached in
              ----------------
accordance  with the provisions of this Agreement and Service Provider Agreement
and  the  Settlement  Agreement  and  Mutual  Release  of  even  date  herewith,
constitute  the  entire  agreement  among  the Parties pertaining to the subject
matter  of this Agreement and supersede all prior and contemporaneous agreements
and  understandings  of  the Parties as to the subject matter of this Agreement.
No  representation,  warranty, covenant, agreement


                                      -35-
<PAGE>
or  condition  not expressed in this Agreement shall be binding upon the Parties
or  shall  change  or  restrict  the  provisions  of  this  Agreement.

     15.7     AUTHORITY.  Each  of  the  Parties represents and warrants that it
              ---------
has  all  requisite  power,  corporate  and  otherwise,  to execute, deliver and
perform its obligations pursuant to this Agreement, that the execution, delivery
and performance of this Agreement and the documents to be executed and delivered
pursuant  to  this  Agreement  have  been  duly  authorized by it, and that upon
execution  and  delivery,  this  Agreement  and all documents to be executed and
delivered  pursuant  to  this  Agreement  will  constitute  its legal, valid and
binding  obligations,  enforceable  against  it  in accordance with their terms.

     15.8     COPIES.  Numerous  copies  of this Agreement have been executed by
              ------
the Parties.  Each such executed copy shall have the full force and effect of an
original,  executed  Agreement.

     15.9     AMENDMENT.  This  Agreement  shall  not  be  amended  except  by a
              ---------
writing  executed  by  all  Parties.

     15.10     COMPLIANCE  WITH  LAW.  Rangeview and the Land Board covenant and
               ---------------------
agree  that  during  the  continuance of this Agreement, they shall comply fully
with all provisions, terms, and conditions of all laws whether state or federal,
and  orders  issued  thereunder,  which  may be in effect during the continuance
hereof,  which in any manner affect their operations and the Lowry Range and the
Water  Rights  which  are  the  subject  of  this  Agreement.

     15.11     BINDING  EFFECT.  The  benefits and terms and obligations of this
               ---------------
Agreement  shall  extend  to  and  be  binding  upon the successors or permitted
assigns  of  the  respective  Parties  hereto.

     15.12     SEVERABILITY.  If  any  clause  or provision of this Agreement is
               ------------
illegal,  invalid or unenforceable under present or future laws effective during
the  term  of this


                                      -36-
<PAGE>
Agreement,  then  and  in  that event, it is the intention of the Parties hereto
that  the  remainder of this Agreement shall not be affected thereby. It is also
agreed  that  in  lieu  of  each  clause  or provision of this Agreement that is
illegal,  invalid  or  unenforceable,  there  shall  be  added as a part of this
Agreement  a clause or provision as similar in terms to such illegal, invalid or
unenforceable  clause  or  provision  as may be possible and be legal, valid and
enforceable.

     15.13     OPTIMUM  LONG-TERM  REVENUE.  C.R.S.  Sec.  36-1-118(1)(a) states
               ---------------------------
that  the  public lands of the State of Colorado may be leased by the Land Board
in such manner and to such persons as will produce an optimum long-term revenue.
Article IX, Section 10 of the Colorado Constitution provides that the Land Board
shall  provide  for  the  disposition of lands in such manner as will secure the
maximum  possible  amount  therefor.  The  Land Board determines that, under all
existing  facts  and  circumstances,  this  Agreement constitutes an arrangement
which  will  produce  an  optimum long-term revenue and meet the requirements of
C.R.S.  Sec.  36-1-118(1)(a)  and  Article  IX,  Section  10  of  the  Colorado
Constitution.

     15.14     FURTHER  ASSURANCE.  Each  of the Parties hereto, at any time and
               ------------------
from  time  to  time, will execute and deliver such further instruments and take
such further action as may reasonably be requested by the other Party hereto, in
order to cure any defects in the execution and delivery of, or to comply with or
accomplish  the covenants and agreements contained in, this Agreement and/or any
other  agreements  or  documents  related  thereto.

     15.15     GOVERNING LAW.  This Agreement shall be governed by and construed
               -------------
in accordance with the laws of the State of Colorado and applicable federal law.

     15.16     ARBITRATION.  Any controversy or claim arising out of or relating
               -----------
to  the  computation  of royalties or net profits interest under this Agreement,
and  all  other  controversies or claims which the Parties have expressly agreed
herein  shall  be  submitted  to  arbitration,  shall  be settled by


                                      -37-
<PAGE>
arbitration  administered  by the American Arbitration Association in accordance
with  its  commercial  rules,  and  judgment  upon  the  award  rendered  by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Rangeview
and the Land Board agree that the Service Provider, the Export Water Contractor,
or  the  Export  Water Purchaser, as applicable, may participate directly in any
arbitration  which  affects such entity's rights and/or obligations with respect
to  the Water Rights; provided such entity agrees to be bound by the arbitration
award  to  the  same  extent  as  the  Land  Board  and  Rangeview.

     15.17     LITIGATION.  Except  as  provided  in Section 15.16 above, in the
               ----------
event  of  claims, disputes or other disagreements between the Parties which the
Parties are not able to resolve amicably, either party may bring suit in a court
of  competent  jurisdiction  seeking  resolution  of  the  matter.

     15.18     DUTY OF GOOD FAITH AND FAIR DEALING.  The parties acknowledge and
               ------------------------------------
agree  that  each  party  has  a  duty  of  good  faith  and fair dealing in its
performance  of this Agreement.  Rangeview will advise the Land Board of its and
its  Service  Provider's  activities  no  less  than annually until such time as
production  of  Water  Rights  exceeds  500  acre  feet per year and thereafter,
quarterly  during  the  term  of  this  Agreement and will respond to reasonable
requests  of  the  Land  Board for additional information on Rangeview's and its
Service  Provider's  activities  affecting  the  Lowry  Range.

     15.19     FORCE  MAJEURE.  Should  either  Party  be  unable to perform any
               ---------------
obligation required of it under this Agreement, other than the payment of money,
due  to  any  cause  beyond  its  control  (including,  but  not limited to war,
insurrection,  riot,  civil  commotion,  shortages,  strikes,  lockout,  fire,
earthquake,  calamity,  windstorm,  flood,  material  shortages,  failure of any
suppliers,  freight  handlers, transportation vendors or like activities, or any
other force majeure), then such party's performance of any such obligation shall
      -------------
be  suspended for such period as the party is unable to perform such obligation.


                                      -38-
<PAGE>
     >IN  WITNESS  WHEREOF,  the  Land  Board  has  caused  these presents to be
executed  in  multiple  originals  by  the State Board of Land Commissioners and
sealed  with  the  official  seal  of  the  Land Board.  Rangeview has similarly
executed  this  Agreement  this  4th  day  of  April,  1996.

APPROVED  AS  TO  FORM:            STATE  OF  COLORADO
                                   STATE  BOARD  OF  LAND COMMISSIONERS

GALE  A.  NORTON
Attorney  General  of  the
State  of  Colorado                /s/  Maxine  F.  Stewart
                                   ------------------------
                                   President
STEPHEN  K.  ERKENBRACK
Chief  Deputy  Attorney
General

TIMOTHY  M.  TYMKOVICH
Solicitor  General


/s/  Richard  A.  Westfall
--------------------------
Richard  A.  Westfall
Special  Deputy  Solicitor
General
                                   RANGEVIEW  METROPOLITAN  DISTRICT,
                                   ACTING  BY  AND  THROUGH  ITS WATER
                                   ACTIVITY  ENTERPRISE


                                   By:  /s/  Thomas  P.  Clark
                                        -------------------------------
                                   Its: President
                                        -------------------------------



                                      -39-
<PAGE>
STATE  OF  COLORADO          )
                             )  SS.
COUNTY  OF  Denver           )
           ---------


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

     Witness  my  hand  and  official  seal.

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


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


STATE  OF  COLORADO          )
 CITY  AND                   )  SS.
COUNTY  OF  Denver           )
           ---------


     The  foregoing  instrument  was  acknowledged  before  me this  9th  day of
                                                                     ----
April,  1996,  by  Thomas  P.  Clark, as  President  , of Rangeview Metropolitan
                  ------------------     ------------
District.

     Witness  my  hand  and  official  seal.

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


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


                                      -40-
<PAGE>
                                    EXHIBITS



Exhibit  A     Water  Previously  Conveyed

Exhibit  B     Service  Agreement

Exhibit  C     Export  Water  Contract

Exhibit  D     Master  Plan  of  Well  Field  and  Rights-of-Way

Exhibit  E     Pipe  Sizes

Exhibit  F     Right-of-Way  Grant  Form

Exhibit  G     Service  Provider  Right-of-Way  License

Exhibit  H     Export  Water  Contractor  Right-of  Way  License

Exhibit  I     Guaranty


                                      -38-
<PAGE>