AGREEMENT TO AMEND
                             WATER SERVICE AGREEMENT
                                     FOR THE
                                  SKY RANCH PUD
                                                      Dated:  January  30.  2004
                                                              ------------------


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

This  Amendment, dated January 30, 2004, shall amend the aforesaid Water Service
Agreement  as  follows:

     Section  4.02  of  the  above  referenced Water Service agreement is hereby
     amended  to read as follows, with amended language being designated in BOLD
     TYPE:

     "4.02  Water  Tap  Fees. DEVELOPER shall purchase Water Taps from PURECYCLE
            ----------------
     for  use  on  the  Property  in  accordance  with  the  "Water Tap Takedown
     Schedule"  in  Exhibit  C.  FOR  EACH  WATER TAP PURCHASED BY DEVELOPER FOR
     SERVICE FROM 1,501 EQR TO 4,000 EQR, DEVELOPER SHALL PAY THE WATER RESOURCE
     CHARGE  PORTION  OF THE WATER TAP FEE DIRECTLY TO THE DAVIS GRAHAM & STUBBS
     LLP  TRUST  ACCOUNT.  SUCH  WATER  RESOURCE CHARGE SHALL BE USED TO RELEASE
     OUTSTANDING  SECURITY  INTERESTS  ON  THE  DEDICATED  EXPORT  WATER."


AIRPARK  METROPOLITAN  DISTRICT

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


ICON  INVESTORS  I,  LLC,  a  Colorado  Limited  Liability  Company

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

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


PURE  CYCLE  CORPORATION,  a  Delaware  Corporation

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


RANGEVIEW  METROPOLITAN  DISTRICT

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