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


RE:     Option  Agreement  dated  October  31.  2003  by  and  between  Airpark
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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 Option
Agreement  for  Export  Water  Service  follows:

     Section  2.03 of the above referenced Option Agreement is hereby amended to
     read  as  follows,  with  changes  being  highlighted  in  BOLD  TYPE:

     "203 Extension of Option. In the event that the DEVELOPER has not exercised
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     the  Option  in  accordance with Section 2.01, the DEVELOPER may extend the
     Option  for  up  to  an  additional three one-year terms by making payments
     DIRECTLY  TO  THE  DAVIS  GRAHAM  & STUBBS LLP TRUST ACCOUNT of One Hundred
     Thousand  Dollars ($100,000) (the Option Extension Fee) for each additional
     one-year extension term. Payments shall be due on the fifth Anniversary for
     a  one  year extension, on the fifth and sixth Anniversaries for a two year
     extension,  and  on  the fifth, sixth and seventh Anniversaries for a three
     year extension. ANY SUCH PAYMENTS FOR EXTENDING THE OPTION 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