SECOND AMENDMENT TO
                            AGREEMENT TO AMEND/EXTEND
                             WATER SERVICE AGREEMENT
                                     FOR THE
                                  SKY RANCH PUD

                                                                   March 5, 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 provisions of water services to the Sky Ranch
     PUD  (Arapahoe  County  case  No.  Z01-010).

This  Amendment,  dated  March  5, 2004, shall amend the aforesaid water service
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agreement  as  follows:

     Section  10.2,  Termination Contingency, Subsection (c) shall be amended to
     read  as  follows:

     (c)  Water  Rights. If AMD or the DEVELOPER are satisfied with the opinions
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          of  water  counsel  provided  pursuant  to Section 6.03(e), AMD or the
          DEVELOPER  shall  have the right to terminate this agreement by giving
          written  notice  to RANGEVIEW and PURECYCLE. In the event shall AMD or
          DEVELOPER  have the right to terminate this Agreement pursuant to this
          Section after the Board of County Commissioners of Arapahoe County has
          approved  the  PDP,  on  March  20,  2004,  whichever  is  latest.

AIRPARK  METROPOLITAN  DISTRICT

By:    [signature  not  legible]
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ICON  INVESTORS  I  LLC,  a  Colorado  Limited  Liability  Company

By:  AIRWAY  PARK  MANAGER  LLC,  A  COLORADO  LIMITED  LIABILITY  COMPANY

By:    [signature  not  legible]
     ----------------------------------

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PURE  CYCLE  CORPORATION,  a  Delaware  Corporation

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


RANGEVIEW  METROPOLITAN  DISTRICT

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