PURCHASE AND OPTION AGREEMENT by and between SHF ACQUISITION CORPORATION

PURCHASE AND OPTION AGREEMENT

by and between

SHF ACQUISITION CORPORATION

and

MURIETA INVESTORS, LLC

dated October 7, 1996

TABLE OF CONTENTS
Page No.
1. Purchase and Sale . . . . . . . . . . . . . . . . . . . . . 2

2. Option to Purchase . . . . . . . . . . . . . . . . . . . . 2
2.1 Option Consideration . . . . . . . . . . . . . . . . . 2
2.2 Term of Option . . . . . . . . . . . . . . . . . . . . 2
2.3 Exercise of Option . . . . . . . . . . . . . . . . . . 2

3. Purchase Price . . . . . . . . . . . . . . . . . . . . . . 3
3.1. Purchase Price for Phase I Lots . . . . . . . . . . . 3
3.1.1 Deposit . . . . . . . . . . . . . . . . . . . . 4
3.1.2 Remainder of Phase I Closing Amount . . . . . . 4
3.1.3 Phase I Success Payments . . . . . . . . . . . . 4
3.2 Purchase Price for Option Lots . . . . . . . . . . . . 4
3.2.1 First Six Option Lots . . . . . . . . . . . . . 4
3.2.2 Second Six Option Lots . . . . . . . . . . . . . 5
3.2.3 Remainder of Option Lots . . . . . . . . . . . . 5
3.3 Payment of Purchase Price for the Option Payments . . 5
3.3.1 Option Lots Closing Amount . . . . . . . . . . . 5
3.3.2 Option Lots Success Payments . . . . . . . . . . 6
3.4 Buyer's Obligation to Build Homes on Lots . . . . . . 6

4. LIQUIDATED DAMAGES . . . . . . . . . . . . . . . . . . . . 6

5. Title . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.1 Condition of Title . . . . . . . . . . . . . . . . . . 6
5.2 Phase I Title Policy . . . . . . . . . . . . . . . . . 7
5.3 Option Lots Title Policy. . . . . . . . . . . . . . . . 7

6. Escrow and Closing . . . . . . . . . . . . . . . . . . . . 7
6.1 Opening of Escrow . . . . . . . . . . . . . . . . . . . 7
6.2 Phase I Closing Date . . . . . . . . . . . . . . . . . 7
6.3 Option Lots Closing Date. . . . . . . . . . . . . . . . 7
6.4 Seller's Deposits . . . . . . . . . . . . . . . . . . . 8
6.5 Buyer's Deposits . . . . . . . . . . . . . . . . . . . 8
6.6 Closing Costs . . . . . . . . . . . . . . . . . . . . . 8
6.7 Prorations . . . . . . . . . . . . . . . . . . . . . . 8
6.8 Possession . . . . . . . . . . . . . . . . . . . . . . 9

7. Feasibility Study . . . . . . . . . . . . . . . . . . . . . 9

8. Investigation of the Property . . . . . . . . . . . . . . . 9
8.1 Delivery of Documents . . . . . . . . . . . . . . . . . 9
8.2 Access and Processing . . . . . . . . . . . . . . . . .10
8.2.1 Access . . . . . . . . . . . . . . . . . . . . .10

8.2.2 Processing . . . . . . . . . . . . . . . . . . .10

9. Buyer's Condition to Close . . . . . . . . . . . . . . . .10

10. Seller's Condition to Close. . . . . . . . . . . . . . . . 11

11. Representations Warranties and Covenants . . . . . . . . . 12
11.1 Seller's Representations Warranties and Covenants . . 12
11.2 Buyer's Representations and Warranties . . . . . . . 15

12. Condemnation . . . . . . . . . . . . . . . . . . . . . . . 15

13. Sale of Seller's Remaining Property . . . . . . . . . . . 16

14. Brokers . . . . . . . . . . . . . . . . . . . . . . . . . 16

15. General Provisions . . . . . . . . . . . . . . . . . . . . 16
15.1 Counterparts . . . . . . . . . . . . . . . . . . . . 16
15.2 Entire Agreement . . . . . . . . . . . . . . . . . . 16
15.3 Partial Invalidity . . . . . . . . . . . . . . . . . 16
15.4 Choice of Law . . . . . . . . . . . . . . . . . . . 17
15.5 Waiver of Covenants, Conditions or Remedies . . . . 17
15.6 Legal Advice . . . . . . . . . . . . . . . . . . . . 17
15.7 Time of the Essence . . . . . . . . . . . . . . . . 17
15.8 Attorneys' Fees . . . . . . . . . . . . . . . . . . 17
15.9 Assignment . . . . . . . . . . . . . . . . . . . . . 17
15.10 Notices . . . . . . . . . . . . . . . . . . . . . . 17
15.11 Confidentiality . . . . . . . . . . . . . . . . . . 18
15.12 Exclusivity . . . . . . . . . . . . . . . . . . . . 19
15.13 Memorandum of Agreement . . . . . . . . . . . . . . 19

EXHIBIT A LEGAL DESCRIPTION OF SELLER'S PROPERTY . . . . . . . 21

EXHIBIT B LEGAL DESCRIPTION OF THE PHASE I LOTS . . . . . . . . 22

EXHIBIT C BLANKET ASSIGNMENT AND ▇▇▇▇ OF SALE . . . . . . . . . 23

EXHIBIT ▇ ▇▇▇▇▇▇▇ RESEARCH GROUP PRICE LIST . . . . . . . . . . 24

EXHIBIT E FIRPTA AFFIDAVIT . . . . . . . . . . . . . . . . . . 25

EXHIBIT F DEFINITION OF HAZARDOUS SUBSTANCE . . . . . . . . . . 26

EXHIBIT G MEMORANDUM OF AGREEMENT . . . . . . . . . . . . . . . 28

PURCHASE AND OPTION AGREEMENT

This PURCHASE AND OPTION AGREEMENT (this "Agreement") is
made and entered into as of October 7, 1996 (the "Effective
Date"), by and between SHF ACQUISITION CORPORATION, a Nevada
corporation ("Seller"), and MURIETA INVESTORS, LLC, a California
limited liability company ("Buyer").

RECITALS

A. Seller and Buyer have previously entered into a
Purchase and Option Agreement dated April 27, 1996, and the
parties acknowledge that such agreement has terminated on its own
terms and is of no further force or effect.

B. Seller is the owner of certain real property ("Seller's
Property") located in the development commonly known as Unit 6 of
Rancho Murieta (the "Development"), County of Sacramento
("County"), State of California ("State"), as more particularly
described on EXHIBIT "A" attached hereto.

C. Seller desires to sell to Buyer six (6) legally
subdivided and finished residential lots, lot numbers 3106, 3103,
3113, 3166, 3190 and 3192 (the "Phase I Lots") located within
Seller's Property, as more particularly described in EXHIBIT "B"
attached hereto, and Buyer desires to purchase the Phase I Lots,
in accordance with terms and conditions contained in this
Agreement.

D. Seller further desires to grant to Buyer the option to
purchase a maximum of thirty-four (34) (the "Maximum Option
Lots") additional legally subdivided and finished residential
lots (the "Option Lots") located within Seller's Property, and
Buyer desires to obtain the option to purchase the Option Lots,
in accordance with terms and conditions contained in this
Agreement. The Option Lots shall be selected by Buyer from all
of the lots constituting Seller's Property at the time of
exercising each option to purchase such Option Lots and Seller
shall have the right to reasonably disapprove of such Option Lots
selected by Buyer. The Phase I Lots and the Option Lots shall be
collectively referred to herein as the "Property."

E. As used herein, the Property shall include the real
property described above and all of Seller's right, title and
interest in and to all entitlements, easements, rights, mineral
rights, oil and gas rights, water, water rights, air rights,
development rights and privileges appurtenant to such real
property and all improvements located on such real property.
Notwithstanding the foregoing, neither the Property, nor any
other rights transferred pursuant to this Agreement or the
Blanket assignment and ▇▇▇▇ of Sale attached hereto as Exhibit
"C", (the "Assignment"), shall include any rights or obligations
of Seller under that certain Reimbursement Agreement between
Seller and Rancho Murieta Community Services District, dated
August 18, 1995 (the "Reimbursement Agreement").

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereby agree as follows:

1. PURCHASE AND SALE. Seller agrees to sell the Phase I
Lots to Buyer, and Buyer agrees to purchase the Phase I Lots from
Seller, subject to the terms and conditions of this Agreement.

2. OPTION TO PURCHASE. Seller hereby grants to Buyer,
within the time period and upon the terms and conditions of this
Agreement, the exclusive right and option (the "Option") to
purchase the Option Lots. Subject to the following sentence,
Buyer shall have the right to exercise the Option in multiple
phases and in such increments as Buyer desires, in its sole and
absolute discretion, until Buyer has purchased all of the Option
Lots. If Buyer fails to exercise the Option to purchase at least
six (6) of the Option Lots, with no more than three (3) of such
six (6) Option Lots being located on the fairway of the golf
course on Seller's Property, during any Option Period (as defined
below in Section 2.2), then the Maximum Option Lots shall be
reduced by the number of the Option Lots less than six (6) which
Buyer failed to exercise the Option to purchase during such
Option Period.

2.1 OPTION CONSIDERATION. The Option is granted for
the Option Term (as defined below in Section 2.2) in
consideration of Buyer's payment to Seller of One Dollar ($1.00)
and other valuable consideration, the receipt and adequacy of
which are hereby acknowledged by Seller. Regardless of whether
the Option is exercised pursuant to the terms of this Agreement,
the One Dollar ($1.00) consideration paid by Buyer to Seller
pursuant to this Section 2.1 shall not be applied to the Purchase
Price for the Phase I Lots (as defined below in Section 3.1) or
the Purchase Price for the Option Lots (as defined below in
Section 3.2), and shall be retained by Seller as earned
consideration for the granting of the Option.

2.2 TERM OF OPTION. The term of the Option (the
"Option Term") shall commence on the date (the "Option
Commencement Date") that is eight (8) months following the Phase
I Closing Date (as defined below in Section 6.2) and shall expire
on the date that is twenty four (24) months following the Option
Commencement Date, unless extended by a written agreement
executed by both Seller and Buyer. The "Option Periods" shall be
those consecutive four month periods commencing on the Option
Commencement Date and expiring on the expiration of the Option
Term.

2.3 EXERCISE OF OPTION. Each Option shall be exercised
by Buyer's delivery, during the respective Option Period, of
written notice of exercise of each Option (the "Option Exercise
Notice") to Seller and Buyer's deposit into the Escrow (as
defined below in Section 6.1) of the sum of Twenty-Five Thousand
Dollars ($25,000) (the "Option Deposit") in cash (or in the form
of a wire transfer or other immediately available funds) for each
Option exercised. Upon Buyer's deposit of the Option Deposit

into the Escrow, the Option Deposit shall be non-refundable,
except as expressly set forth in this Agreement. The Option
Deposit shall be credited to the applicable Option Lots Closing
Amount (as defined below in Section 3.3.1) at the applicable
Option Lots Close of Escrow (as defined below in Section 6.3).
The Option Exercise Notice shall specify the Option Lots which
the exercise of the Option applies and set forth the date of the
closing on such Option Lots which shall not be sooner than ten
(10) days following the date of the Option Exercise Notice and
not later then thirty (30) days following the date of the Option
Exercise Notice. Seller shall have the right to reasonably
disapprove of any of the Option Lots selected from Seller's
Property in the Option Exercise Notice by providing Buyer with
written notice of disapproval of such Option Lots within five (5)
days of the date of the Option Exercise Notice. If Buyer does
not receive Seller's written notice of disapproval during such
five (5) day period, Seller shall be deemed to have approved of
the Option Lots selected by Buyer. If Buyer does receive written
notice of Seller's reasonable disapproval of any such Option Lots
during such five (5) day period, Buyer shall have the right to
select other Option Lots from Seller's Property, which must be
reasonably approved by Seller, to replace those Option Lots
disapproved by Seller. Buyer shall have the right to reasonably
extend the closing date set forth in the Option Exercise Notice
if Seller disapproves of any Option Lots selected by Buyer.

3. PURCHASE PRICE.

3.1 PURCHASE PRICE FOR PHASE I LOTS. The purchase
price for the Phase I Lots (the "Purchase Price for the Phase I
Lots") shall be the sum of (a) Two Hundred Forty Thousand Dollars
($240,000), (b) Thirty-Three Thousand One Hundred Seventy Two and
40/100 Dollars ($33,172.40) for park fees payable to Rancho
Murieta Association (the "Current Park Fees"), and (c) twenty
percent (20%) of the lesser of (i) the Gross Sales Price (as
hereinafter defined), or (ii) the Base Sales Price (as
hereinafter defined), of each of the Phase I Lots, as improved
with a fully completed single-family home, resold by Buyer, LESS
Forty Thousand Dollars ($40,000) for each such lot (the "Phase I
Success Payments"). The term "Base Sales Price" as used in this
Agreement shall mean the greater of (y) the price recommended by
the Whitney Research Group, as set forth in EXHIBIT "D" attached
hereto, plus a reasonable adjustment for "bonus rooms" offered to
specific home buyers, or (z) the listed or advertised price for
standard homes offered by Buyer, plus a reasonable adjustment for
"bonus rooms" offered to specific home buyers. If the home sizes
constructed by Buyer vary from the recommended sizes of the
Whitney Research Group, comparable Base Sale Prices shall be
reasonably agreed to by Buyer and Seller for each of such homes.
The term "Gross Sales Price" as used herein shall mean the gross
proceeds of cash and other consideration received by Buyer
(whether through escrow or outside of escrow) from the sale of
any relevant lot hereunder, (including the cost of all
improvements, extras, upgrades or additional items), less any
rebates, credits, discounts or other forms of price reduction.
The Purchase Price for the Phase I Lots, less the Phase I Success
Payments shall be referred to herein as the "Phase I Closing
Amount." The Purchase Price for the Phase I Lots shall be
payable by Buyer to Seller as follows:

3.1.1 DEPOSIT. Within five (5) days of the
Effective Date, Buyer shall deposit in the Escrow the sum of
Twenty-Five Thousand Dollars ($25,000) (the "Deposit") in cash
(or in the form of a wire transfer or other immediately available
funds). If Buyer does not terminate this Agreement prior to the
expiration of the Feasibility Period (as defined below in Section
7), then upon the expiration of the Feasibility Period, the
Deposit shall be non-refundable, except as expressly set forth in
this Agreement. The Deposit and the Option Deposit (if such
deposit has been made by Buyer pursuant to Section 2.3 hereof)
shall be held by the Escrow Agent (as defined below in Section
6.1) in an insured interest-bearing account with an institutional
lender acceptable to Buyer and Seller, with interest accruing for
the benefit of Buyer. The Deposit shall be credited to the Phase
I Closing Amount at the Phase I Close of Escrow (as defined below
in Section 6.2).

3.1.2 REMAINDER OF PHASE I CLOSING AMOUNT. Prior
to the Phase I Close of Escrow, Buyer shall deposit in the Escrow
the remaining portion of the Phase I Closing Amount, in cash (or
in the form of a wire transfer or other immediately available
funds), for payment to Seller at the Phase I Close of Escrow.

3.1.3 PHASE I SUCCESS PAYMENTS. Upon the closing
of the resale of each of the Phase I Lots by Buyer, Buyer shall
arrange for the Phase I Success Payments, in cash (or in the form
of a wire transfer or other immediately available funds), to be
paid directly from the closing on such lots to Seller.

3.2 PURCHASE PRICE FOR OPTION LOTS. The purchase
price for the Option Lots (the "Purchase Price for the Option
Lots") shall be as follows:

3.2.1 FIRST SIX OPTION LOTS. For the first six
(6) Option Lots purchased by Buyer, the sum of (a) the number of
Option Lots multiplied by Forty Thousand Dollars ($40,000), (b)
the amount allocable for park fees to such lots which is
outstanding to the Rancho Murieta Association as of the date of
Buyer's purchase of such lots, such amount to be paid to the
Rancho Murieta Association (the Current Park Fee is applicable to
the Option Lots as of the Effective Date, but it is adjusted
annually at the end of each calendar year) (the sum of items (a)
and (b) of this Section 3.2.1 shall be collectively referred to
herein as the "First Six Option Lots Closing Amount"), and (c)
twenty percent of the lesser of (i) the Gross Sales Price, or
(ii) the Base Sales Price, of each of the first six (6) Option
Lots, as improved with a fully completed single-family home,
resold by Buyer, PLUS ten percent (10%) of the Gross Sales Price
less the Base Sales Price (assuming the Gross Sales Price is
greater than the Base Sales Price), LESS Forty Thousand Dollars
($40,000) for each such Option Lot (the total of this subheading)
(c) shall be referred to herein as the "First Six Option Lots
Success Payment").

3.2.2 SECOND SIX OPTION LOTS. For the second six
(6) Option Lots purchased by Buyer, the sum of (a) the number of
Option Lots multiplied by Forty-Five Thousand Dollars ($45,000),
(b) the amount allocable for park fees to such lots which is
outstanding to the Rancho Murieta Association as of the date of
Buyer's Purchase of such lots, such amount to be paid to the
Rancho Murieta Association (the Current Park Fee is applicable to

the Option Lots as of the Effective Date, but it is adjusted
annually at the end of each calendar year) (the sum of items (a)
and (b) of this Section 3.2.2 shall be collectively referred to
herein as the "Second Six Option Lots Closing Amount"), and (c)
twenty percent of the lesser of (i) the Gross Sales Price, or
(ii) the Base Sales Price, of each of the second six (6) Option
Lots, as improved with a fully completed single-family home,
resold by Buyer, PLUS fifteen percent (15%) of the Gross Sales
Price less the Base Sales Price (assuming the Gross Sales Price
is greater than the Base Sales Price), LESS Forty-Five Thousand
Dollars($45,000) for each such Option Lot (the total of this
subheading (c) shall be referred to herein as the "Second Six
Option Lots Success Payment").

3.2.3 REMAINDER OF OPTION LOTS. For the
remainder of the Option Lots purchased by Buyer, the sum of (a)
the number of Option Lots multiplied by Forty Five Thousand
Dollars ($45,000), (b) the amount allocable for park fees to such
lots which is outstanding to the Rancho Murieta Association as of
the date of Buyer's purchase of such lots, such amount to be paid
to the Rancho Murieta Association (the Current Park Fee is
applicable to the Option Lots as of the Effective Date, but it is
adjusted annually at the end of each calendar year) (the sum of
items (a) and (b) of this Section 3.2.3 shall be collectively
referred to herein as the "Remainder of Option Lots Closing
Amount"), and (c) twenty percent of the Gross Sales Price of each
of the remaining Option Lots, as improved with a fully completed
single-family home, resold by Buyer, LESS Forty Five Thousand
Dollars ($45,000) for each such Option Lot (the total of this
subheading (c) shall be referred to herein as the "Remaining
Option Lots Success Payment"). The First Six Option Lots Closing
Amount, the Second Six Option Lots Closing Amount and the
Remainder of Option Lots Closing Amount shall be collectively
referred to herein as the "Option Lots Closing Amount." The
First Six Option Lots Success Payment, the Second Six Option Lots
Success Payment and the Remaining Option Lots Success Payment
shall be collectively referred to herein as the "Option Lots
Success Payment."

3.3 PAYMENT OF PURCHASE PRICE FOR THE OPTION PAYMENTS.
The Purchase Price for the Phase I Lots and the Purchase Price
for the Option Lots shall be collectively referred to herein as
the "Purchase Price." The Purchase Price for the Option Lots
shall be payable by Buyer to Seller as follows:

3.3.1 OPTION LOTS CLOSING AMOUNT. Prior to the
Close of Escrow for each group of Option Lots, Buyer shall
deposit in the Escrow the Option Lots Closing Amount for the
applicable group of Option Lots, less the Option Deposit, in cash
(or in the form of a wire transfer or other immediately available
funds), for payment to Seller at the Close of Escrow for such
Option Lots.

3.3.2 OPTION LOTS SUCCESS PAYMENTS. Upon the
closing of the resale of each of the Option Lots by Buyer, Buyer
shall arrange for the applicable Option Lots Success Payment, in
cash (or in the form of a wire transfer or other immediately
available funds), to be paid directly from the closing on each of
such Option Lots to Seller.

3.4 BUYER'S OBLIGATION TO BUILD HOMES ON LOTS. Buyer
agrees to sell each of the Phase I Lots and the Option Lots
improved with a single family residence thereon, except (i) in
circumstances where Seller has consented in writing to the sale
of a bare lot, or (ii) Seller has transferred all of its interest
in Seller's Property, except for the Property. In either of such
circumstances, a success fee (the "Bare Lot Success Fee") shall
be payable by Buyer to Seller for each such lot, in the amount of
therefor, twenty percent (20%) of the Gross Purchase Price, but
with no reduction of the Forty Thousand Dollars ($40,000) credit
(in the case of the Phase I Lots and the first six (6) Option
Lots purchased by Buyer) or Forty-Five Thousand Dollars $45,000
(in the case of all other Option Lots), as the case may be, to
which Buyer would otherwise be entitled hereunder where an
improved lot is being resold by Buyer.

4. LIQUIDATED DAMAGES. BUYER AND SELLER AGREE THAT SHOULD
BUYER FAIL TO COMPLETE THE PURCHASE AS HEREIN PROVIDED BY REASON
OF DEFAULT OF BUYER, THE PARTIES HERETO, BY INITIALING THIS
AGREEMENT AT THE END OF THIS PARAGRAPH, AGREE THAT IT WOULD BE
IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES IN CASE
OF BUYER'S FAILURE TO COMPLETE THE PURCHASE DUE TO BUYER'S
DEFAULT, THAT THE AMOUNT OF THE DEPOSIT PROVIDED FOR IN PARAGRAPH
3.1.1 IS A REASONABLE ESTIMATE OF SELLER'S DAMAGES, AND THAT AS
SELLER'S SOLE REMEDY FOR BUYER'S BREACH OF THIS AGREEMENT, IN LAW
OR IN EQUITY, SELLER MAY RETAIN THE AMOUNT OF THE DEPOSIT.

Buyer's Initials /s/ Seller's Initials /s/

5. TITLE.

5.1 CONDITION OF TITLE. Seller shall have the Escrow
Agent prepare and deliver to Buyer a preliminary title report
(the "Title Report") with respect to the Property (with legible
copies of all documents referenced therein as exceptions to
title) on or prior to five (5) days following the Effective Date.
The Title Report shall specify which exceptions apply to the
Phase I Lots and which apply to the Option Lots. Within fifteen
(15) days of Buyer's receipt of the Title Report, Buyer shall
notify Seller in writing which exceptions contained in the Title
Report, if any, Buyer disapproves; all other exceptions in the
Title Report shall be referred to as "Permitted Exceptions."
Seller shall have ten (10) days after receipt of such notice to
advise Buyer in writing of any disapproved exceptions which will
not be removed by Seller from record title to the Phase I Lots
and those Option Lots selected by Buyer, at or prior to each of
the Phase I Close of Escrow and the Option Lots Close of Escrow
(collectively, the "Close of Escrow"); provided, if Seller does
not respond in such ten (10) day period, Seller shall remove all
such disapproved exceptions from record title to the Phase I Lots
and the Option Lots at or prior to each Close of Escrow for each.
If Seller gives Buyer notice prior to expiration of such ten (10)
day period of disapproved exceptions that Seller is unable or
unwilling to remove from record title to the Phase I Lots or the
Option Lots, Buyer may elect to terminate this Agreement at any

time prior to the Phase I Close of Escrow; or, alternatively,
Buyer may elect to waive its objections to such disapproved
exceptions and to classify the exceptions contained in Seller's
notice as Permitted Exceptions. Following Seller's receipt of
Buyer's written notice approving the Feasibility Matters (as
defined below in Section 7.1), Seller shall not, without Buyer's
prior written consent, permit any new exceptions to title to be
placed on the Phase I lots. At any time prior to the expiration
of the Option, Seller agrees not to permit or to cause exceptions
to title to Seller's Property, except for such lots within
Seller's Property which Seller reasonably disapproves as Option
Lots or which are sold by Seller pursuant to Section 13 hereof,
to occur with respect to each group of Option Lots which pose a
material risk to Seller's ability to convey good title to the
Property to Seller in accordance with the terms of this
Agreement.

5.2 PHASE I TITLE POLICY. At the Phase I Close of
Escrow, Seller shall convey fee title to the Phase I Lots to
Buyer by grant deed (the "Phase I Grant Deed"). At the Phase I
Close of Escrow, the Escrow Agent shall issue a CLTA owner's
policy (or an ALTA owner's policy, if Buyer so elects) of title
insurance, (the "Phase I Title Policy") to Buyer in the amount of
the estimate Purchase Price for Phase I Lots, subject only to the
Permitted Exceptions applicable to the Phase I Lots.

5.3 OPTION LOTS TITLE POLICY. At the Close of Escrow
for each group of the Option Lots, Seller shall convey fee title
to the particular group of the Option Lots to Buyer by grant deed
(the "Option Lots Grant Deed"). At the Close of Escrow for each
group of Option Lots, the Escrow Agent shall issue a CLTA owner's
policy (or an ALTA owner's policy, if Buyer so elects) of title
insurance (the "Option Lots Title Policy"), to Buyer in the
amount of the estimated Purchase Price for the particular group
of Option Lots, subject only to the Permitted Exceptions
applicable to the particular group of Option Lots.

6. ESCROW AND CLOSING.

6.1 OPENING OF ESCROW. Within three (3) business days
after the Effective Date, Buyer or Seller shall open an escrow
(the "Escrow") with Old Republic Title Company, Sacramento,
California (the "Escrow Agent"), by depositing with Escrow Agent
a copy of the fully executed Agreement, or executed counterparts
hereof.

6.2 PHASE I CLOSING DATE. The closing on the Phase I
Lots shall occur on or before October 18, 1996 (the "Phase I
Closing Date"). The "Phase I Close of Escrow" shall be deemed to
occur at the moment the Phase I Grant Deed is recorded in the
County Recorder's Office (the "Official Records").

6.3 OPTION LOTS CLOSING DATE. Pursuant to Section 2.3
hereof, the Closing Date for each group of Option Lots shall be
the date set forth in the Option Exercise Notice. The "Option
Lots Close of Escrow" shall be deemed to occur at the moment each
applicable Option Lots Grant Deed is recorded in the Official
Records.

6.4 SELLER'S DEPOSITS. Prior to each Close of Escrow,
Seller shall deposit into the Escrow all of the following:

6.4.1 The Phase I Grant Deed or the applicable
Option Lots Grant Deed, as the case may be, duly executed and
acknowledged by Seller conveying fee title to Buyer;

6.4.2 A FIRPTA Affidavit in the form attached
hereto as Exhibit "E", duly executed by Seller certifying that
Seller is not a foreign person within the meaning of Section 1445
of Internal Revenue Code;

6.4.3 A California state tax withholding
certificate satisfying the requirements of California Revenue and
Taxation Code Section 18662 and 18668 (the "California Tax
Certificate");

6.4.4 The Assignment duly executed by Seller; and

6.4.5 Such escrow instructions and additional
documents and instruments as may be reasonably necessary to close
the Escrow pursuant to this Agreement.

6.5 BUYER'S DEPOSITS. Prior to each Close of Escrow,
Buyer shall deposit into the Escrow:

6.5.1 Cash or wired funds in the amount
sufficient to pay the balance of the Phase I Closing Amount or
the applicable Option Lots Closing Amount, as the case may be,
plus Buyer's share of closing costs; and

6.5.2 Such escrow instructions and additional
documents and instruments as may be reasonably necessary to close
the Escrow pursuant to this Agreement.

6.6 CLOSING COSTS. Seller shall pay such portion of
the premium(s) for Buyer's Phase I Title Policy and each of the
Option Lots Title Policies, if applicable, equal to standard CLTA
owner's coverage and Buyer shall pay any portion of such
premium(s) above the standard CLTA owner's coverage. In
connection with each Close of Escrow, Buyer and Seller shall pay
all other costs related to the transaction in the manner
consistent with common practice in residential bulk lot
transactions in the County. Each party shall be responsible for
paying their own legal costs relating to this transaction.

6.7 PRORATIONS. Seller shall pay at each Close of
Escrow any delinquent real property taxes and the prorated amount
of all assessments encumbering the Phase I Lots or the Option
Lots, as the case may be, or any portion thereof, including the
County Improvement Assessment "1915 Bond Act" for the Rancho
Murieta Community Services District No. 1 (the "Improvement Act
Bonds"), and the Elk Grove Unified School District Community

Facilities District No. 1, in accordance with the "▇▇▇▇▇-▇▇▇▇
Community Faculty Facilities Act of ▇▇▇▇" (▇▇▇ "▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇"). All current, non-delinquent real property taxes and
assessments for the Phase I Lots or the Option Lots, as the case
may be, shall be prorated at each Close of Escrow on the basis of
the most recent tax information. Said prorations shall be based
on a thirty (30) day month.

6.8 POSSESSION. Upon each Close of Escrow, exclusive
possession of and title to the Phase I Lots or the Option Lots,
as the case may be, shall be conveyed to the Buyer, subject only
to the applicable Permitted Exceptions.

7. FEASIBILITY STUDY. Buyer shall have the period from
the Effective Date until 5 p.m. on the date which is thirty (30)
calendar days following the Effective Date (the "Feasibility
Period") to:

7.1 Review, in its sole and absolute discretion, the
suitability of the Property for Buyer's use and development,
including, without limitation, any governmental land regulations,
zoning ordinances, architectural and design approvals,
development costs, financial and market feasibility, the status
of the entitlements of the Property (including, without
limitation, the subdivision map status of the Phase I Lots), the
presence of "Hazardous Substances" (as defined in Exhibit "F"
attached hereto), existing or potential assessments imposed on
the Property and the physical condition of the Property (the
"Feasibility Matters");

7.2 Approve or disapprove of the Feasibility Matters;
and

7.3 Deliver to Seller and Escrow Agent written notice
of Buyer's approval, conditional approval or disapproval of the
Feasibility Matters or any of them. If Buyer disapproves of any
of the Feasibility Matters, then this Agreement shall terminate,
Escrow Agent shall immediately return the Deposit to Buyer
without any additional instructions from Seller, Buyer and Seller
shall share equally any Escrow and title cancellation charges,
the Escrow shall be terminated, and the parties shall have no
further rights or obligations under this Agreement.

8. INVESTIGATION OF THE PROPERTY.

8.1 DELIVERY OF DOCUMENTS. Within five (5) days after
the Effective Date, Seller shall provide Buyer with complete
copies of all of the following documents and materials in
Seller's possession, or readily obtainable by Seller, concerning
the Property and its improvement, development and operation
(collectively, the "Reports"): studies; reports; correspondence;
agreements; documents; affordable housing agreements and
materials; plans; maps; CC&Rs; home owners' association formation
documents, budgets, correspondence or other materials; permits;
and entitlements. The Reports shall include, without limitation,
the Environmental Report (as hereinafter defined), and copies of
any and all other environmental reports and materials, if any,
relating to the Property that are in Seller's possession.
Additionally, Seller shall immediately provide Buyer with any

additional Reports on the Property that arise at any time after
the Effective Date and prior to (a) the Option Lots Close of
Escrow, if Buyer has exercised the option, or (b) the expiration
of the Option Term, if Buyer has failed to exercise the Option
prior to the expiration of the Option Term.

8.2 ACCESS AND PROCESSING.

8.2.1 ACCESS. From and after the Effective Date
through each Close of Escrow, Buyer, its agents, employees and
contractors shall have the right to enter the Property for the
purposes of conducting such investigations, inspections and tests
of the Property as Buyer deems necessary in order to determine
the condition and suitability of the Property including, but not
limited to, the Feasibility Matters. Buyer hereby agrees to
indemnify and hold Seller harmless from and against any and all
loss, expense, claim, damage and injury to person or property
resulting from any acts of Buyer, its employees, consultants,
engineers, authorized agents and contractors on the Property in
connection with the performance of any investigation of the
Property as contemplated herein.

8.2.2 PROCESSING. From and after the Effective
Date through each Close of Escrow, Buyer shall have the right to
process all applications, plans, maps, agreements, documents, and
other instruments or entitlements necessary or appropriate for
the development of the Property as contemplated by Buyer,
including, without limitation, to the extent deemed necessary or
advisable by Buyer, home designs and floor plans. Buyer shall
proceed with such processing in a diligent manner at its sole
cost and expense and, upon written request from Seller, shall
advise Seller of the status of any entitlement processing it
performs. Seller shall, at no cost or expense to Seller, other
than general overhead costs and expenses, cooperate with and
assist Buyer in the processing of such items, including without
limitation attending meetings with governmental authorities
relating to the same, and to the extent necessary or appropriate,
executing all such items and materials.

9. BUYER'S CONDITION TO CLOSE.

9.1 Buyer's obligation hereunder to complete the
purchase of each phase of the Property is subject to satisfaction
of the following conditions at or prior to the applicable Closing
Date, each of which is for the sole benefit of Buyer, unless
waived by the Buyer in writing:

9.1.1 Seller shall have timely performed each and
every one of Seller's obligations set forth in this Agreement;

9.1.2 All of the warranties and representations
of Seller set forth in this Agreement shall be true and correct
at the Effective Date and the applicable Close of Escrow;

9.1.3 The Escrow Agent shall issue or provide an
irrevocable commitment to issue the Title Policy to Buyer at the
applicable Close of Escrow;

9.1.4 Seller shall have executed and delivered to
the Escrow Agent the FIRPTA Certificate and the California Tax
Certificate; and

9.1.5 No development, building, construction,
water, sewer, utility or other moratorium shall be in existence
on the applicable Closing Date that would prevent or limit the
City, County or any other public agency from issuing building,
grading, sewer or other permits or certificates of occupancy for
any single-family residential unit to be constructed on the
Property by Buyer.

9.2 In the event any of the conditions set forth in
Section 9.1 hereof are not satisfied or waived by Buyer in
writing, as and when required, then this Agreement and the Escrow
established hereunder shall terminate upon written notice by
Buyer to Seller, all documents deposited into Escrow shall be
returned to the party who deposited the same without further
instructions by either party to the Escrow Agent, and the Deposit
and Option Deposit (if such deposit has been made by Buyer
pursuant to Section 2.3 hereof) shall be promptly returned to
Buyer. In such event, Buyer shall retain all rights and remedies
against Seller to the extent Seller has failed to perform any of
its obligations hereunder.

10. SELLER'S CONDITION TO CLOSE.

10.1 Seller's obligation hereunder to complete the sale
of each phase of the Property is subject to satisfaction of the
following conditions at or prior to the Closing Date, each of
which is for the sole benefit of Seller, unless waived by the
Seller in writing.

10.1.1 Buyer shall have timely performed each
and every one of Buyer's obligations set forth in this Agreement;

10.1.2 All of the warranties and representations
of Buyer set forth in this Agreement shall be true and correct
at the Effective Date and the applicable Close of Escrow;

10.2 In the event any of the conditions set forth in
Section 10.1 hereof are not satisfied or waived by Seller in
writing, as and when required, then this Agreement and the Escrow
established hereunder shall terminate upon written notice by
Seller to Buyer, all documents deposited into Escrow shall be
returned to the party the same further instructions by either
party to the Escrow Agent, and Seller shall retain all rights and
remedies against Buyer to the extent Buyer has failed to perform
any of its obligations hereunder, as limited by the provisions of
Section 4 hereof. In such event, the Deposit shall be returned
to Buyer, unless Buyer is in default hereunder.

11. REPRESENTATIONS, WARRANTIES AND COVENANTS.

11.1 SELLER'S REPRESENTATIONS, WARRANTIES AND
COVENANTS. In addition to the representations, warranties and
covenants of Seller contained in other sections of this
Agreement, Seller hereby represents, warrants and covenants to
Buyer as follows, all of which shall survive each Close of Escrow
and any investigation or knowledge of Buyer prior to each Close
of Escrow:

11.1.1 Seller is a corporation duly organized,
validly existing and in good standing in the State of Nevada, and
has the full right, capacity, power and authority as the sole
owner in fee simple of the Property to enter into and carry out
the terms of this Agreement. Seller has not alienated,
encumbered, transferred, leased, assigned or otherwise conveyed
its interest in the Property or any portion thereof except as set
forth in the Title Report, nor entered into any Agreement to do
so, nor shall Seller do so prior to each Close of Escrow. The
entering into and performance by Seller of the transactions
contemplated by this Agreement will not violate or breach any
agreement, covenant or obligation binding on Seller. This
Agreement has been duly authorized and executed by Seller and the
parties signing on behalf of Seller, and upon delivery to and
execution by Buyer shall be a valid and binding agreement of
Seller.

11.1.2 For each of the forty (40) lots
comprising the Property, Seller has, to the best of Seller's
knowledge, (a) graded in accordance with all grading plans by the
City, County, State and any other applicable governmental or
quasi-governmental agency, body or authority (and any private
group, if applicable) (individually an "Authority", and
collectively, the "Authorities") having jurisdiction over the
Property, and certified to Buyer with respect to compaction by a
soils engineer licensed and in good standing in the State and
reasonably acceptable to Buyer, and certified by any required
Authority (such engineer's and Authorities' certificates being
referred to herein collectively as the "Engineers'
Certificates"), and suitable for the construction of Buyer's
product; (b) caused all water and sewer services to be installed
and stubbed to the lot, with each respective service including
water meter boxes, meter setter and/or curb stop and sewer
clean-outs set to grade and marked with a protective barrier; (c)
caused all electricity, telephone, and cable television conduit
to be installed and stubbed to the lot lines and capable of being
energized for immediate service upon completion of a
single-family residence on the lot; (d) caused all storm drain,
water, sewer, curb, gutter, sidewalk and pavement frontage
improvements to be constructed and installed; (e) caused all
street signs and striping installed and street lights to be
installed and energized; (f) caused all property corners to be
surveyed and marked and all monumentation, perimeter walls and/or
perimeter landscaping required by the Authorities or the
improvement plans and specifications to be installed; (g) caused
all fees (other than ordinary building permit fees and those
certain park fees payable pursuant to that certain Park
Development Agreement dated February 20, 1991, as amended by that
certain Settlement Agreement Regarding Payment of Park Fees
executed in August, 1994), exactions and assessments (except for
the Improvement Act Bonds and the ▇▇▇▇▇-▇▇▇▇ Bonds, both of which
shall be paid current by Seller, and prorated) to be paid in full

by Seller; and (h) completed any and all off-site improvements,
park area, open space or other public amenities required by the
conditions of approval to the tentative subdivision map(s) and
final map for the Property (the "Final Map") or by applicable
Authorities that are necessary for construction and occupancy of
residential units.

11.1.3 There are no mechanic's or materialman's
liens or similar claims or liens now asserted against the
Property for work performed or commenced prior to the date hereof
other than as described in the Title Report.

11.1.4 Neither Seller nor, to the best of
Seller's knowledge, any third party has used, generated,
manufactured, stored or disposed any Hazardous Substance in, at,
on, under or about the Property or transported any Hazardous
Substance to or from the Property. To the best of Seller's
knowledge, the Property is not in violation, nor has been or is
currently under investigation for violation of any federal, state
or local law, ordinance or regulation relating to industrial
hygiene, worker health and safety, or to the environmental
conditions in, at, on, under or about the Property including, but
not limited to, soil and groundwater conditions, except as
expressly set forth in that certain Level I Hazardous Materials
Site Assessment Rancho Murieta Unit No. 6, dated March, 1992,
prepared by ▇.▇.▇. Technology (the "Environmental Report"). To
the best of Seller's knowledge, the Property has not, except as
set forth in the Environmental Report, been subject to, and is
not within 2,000 feet of, a deposit of any Hazardous Substance.
To the best of Seller's knowledge, except as set forth in the
Environmental Report, there has been no discharge, migration or
release of any Hazardous Substance from, into, on, under or about
the Property, and there is not now, nor has there ever been on or
in the Property underground storage tanks or surface or
below-grade impoundments, any asbestos-containing materials or
any polychlorinated biphenyls used in hydraulic oils, electrical
transformers or other equipment. Seller hereby assigns to Buyer
as of each Close of Escrow all claims, counterclaims, defenses or
actions, whether at common law, or pursuant to any other
applicable federal or state or other laws which Seller may have
against any third parties relating to the existence of any
Hazardous Substance in, at, on, under or about the Property.

Moreover, Seller shall defend, indemnify and hold harmless
Buyer and its officers, directors, employees, agents,
shareholders, attorneys and their respective representatives and
successors in interest (collectively, the "Indemnitee") from any
liability, loss, cost, damage or expense, including, without
limitation, court costs, expert witness' fees and attorneys'
fees, that Indemnitee may suffer or incur as a result of any
claim, demand, action, cost or judgment made or obtained by any
individual, partnership, cooperation, entity, governmental agency
or person which arises out of or results from the presence or
existence of Hazardous Substances above, below or on the Property
to the extent that such Hazardous Substances are or were located
in such locations prior to the applicable Close of Escrow.

11.1.5 To the best of Seller's knowledge, there
are no endangered species or protected natural habitat, flora or
fauna located on the Property (other than the requirement that

any oak trees removed from the Property must be replaced pursuant
to that certain Sacramento County Ordinance amending Ordinance
No. 77-8D-10G regarding a Planned Unit Development known as
Rancho Murieta), nor are there any areas of the Property that are
or could be designated as wetlands.

11.1.6 There is no pending or threatened suit,
action or arbitration, or legal, administrative, or other
proceeding or governmental investigation, formal or informal,
including but not limited to eminent domain, condemnation,
assessment district or zoning change proceeding, or any judgment,
moratorium or other government policy or practice which affects
the Property or Buyer's anticipated development of the Property.

11.1.7 The Final Map has been approved by all
applicable Authorities, subject only to the conditions indicated
on the face thereof, and provides for the forty (40) lots
comprising the Property.

11.1.8 To the best of Seller's knowledge, all
grading and work of improvement performed by or on behalf of
Seller on the Property has been performed in a good and
workmanlike manner, strictly in accordance with applicable plans
therefor approved by the Authorities, and neither such plans nor
the grading and other work of improvement contain any error,
omission or defect in design, material or workmanship.

11.1.9 Except as set forth on the face of the
Final Map, Seller has not made any commitment or representation
to any government authority, or any adjoining or surrounding
property owner, which would in any way be binding on Buyer or
would interfere with Buyer's ability to develop and improve the
Property as a residential development, and will not make any such
commitment or representation which would affect the Property or
any portion thereof prior to each Close of Escrow, without
Buyer's written consent, which consent Buyer may grant or
withhold in its sole and absolute discretion.

11.1.10 To the best of Seller's knowledge, no
seismic safety problem relating to the Property would prevent or
impair residential development of the Property.

11.1.11 To the best of Seller's knowledge,
Seller is unaware of any other fact that would preclude Buyer
from developing the Property as a single-family residential
subdivision.

Each of the representations and warranties made by Seller in
this Agreement, or in any exhibit or on any document or
instrument delivered pursuant hereto, shall be true and correct
in all material respects on the Effective Date, and shall be
deemed to be made again as of each Close of Escrow, and shall
then be true and correct in all material respects. The truth and
accuracy of each of the representations and warranties, and the
performance of all covenants of Seller contained in this
Agreement, are conditions precedent to the release of the Deposit

to Seller and to each Close of Escrow. Seller shall notify Buyer
immediately of any facts or circumstances which are contrary to
the foregoing representations and warranties contained in this
Section 11.1.

11.2 BUYER'S REPRESENTATIONS AND WARRANTIES. In
addition to the representations, warranties and covenants of
Buyer contained in other sections of this Agreement, Buyer hereby
represents, warrants and covenants to Seller as follows, all of
which shall survive each Close of Escrow:

11.2.1 Buyer is a limited liability company
duly organized, validly existing and in good standing in the
State of California, and has the capacity and full power and
authority to enter into and carry out the agreements contained
in, and the transactions contemplated by, this Agreement, and
that this Agreement has been duly authorized and executed by
Buyer and, upon delivery to and execution by Seller, shall be a
valid and binding Agreement of Buyer. Buyer's entering into and
performance by Buyer of the transactions contemplated by this
Agreement will not violate or breach any agreement, covenant or
obligation binding on Buyer.

11.2.2 Buyer and any entity or person that owns
or controls Buyer are not bankrupt or insolvent under any
applicable federal or state standard, have not filed for
protection or relief under any applicable bankruptcy or creditor
protection statute and have not been threatened by creditors with
an involuntary application of any applicable bankruptcy or
creditor protection statute.

11.2.3 Prior to Seller transferring all its
interest in Seller's Remaining Property or Seller giving its
written consent, Buyer shall not resell any of the lots
comprising the Property without a single-family residence being
first constructed on each of such lots.

12. CONDEMNATION. If, prior to either Close of Escrow, any
portion of the Property is taken by any entity by condemnation or
with the power of eminent domain, or if the access thereto is
reduced or restricted thereby (or is the subject of a pending
taking which has not yet been consummated), Seller shall
immediately notify Buyer of such fact. In such event, Buyer
shall have the right, in Buyer's sole discretion, to terminate
this Agreement to all or any portion of the Property upon written
notice to Seller and Escrow Agent not later than seven (7) days
after receipt of Seller's notice thereof. If this Agreement to
any portion of the Property is so terminated, all documents and
funds, relating to such portion of the Property, including the
Deposit, shall be returned by Escrow Agent to each party who so
deposited the same, and neither party shall have any further
rights or obligations under this Agreement relating to such
portion of the Property, except for payment of escrow
cancellation fees which shall be borne equally by Buyer and
Seller. Alternatively, Buyer may proceed to consummate the
transaction provided for herein at Buyer's sole election, in
which event Seller shall assign and turn over, and Buyer shall be
entitled to receive and keep, any and all awards made or to be
made in connection with such condemnation or eminent domain, and
the parties shall proceed to such Close of Escrow pursuant to the
terms hereof, without any reduction in the applicable Purchase

Price. Provided that Seller shall be entitled to recover from
Buyer, out of such condemnation proceeds, Seller's reasonable and
necessary attorneys' fees which were directly and solely relative
to such condemnation and which were incurred prior to Buyer's
notice of intention to proceed with consummation of the sale
transaction, and PROVIDED FURTHER that Buyer shall be limited in
recovery rights for condemnation proceeds to making claim against
the condemning governmental agency.

13. SALE OF SELLER'S PROPERTY. Seller is currently engaged
in the process of selling Seller's Property. In the event that
Buyer identifies in writing to Seller a potential purchaser of a
lot within Seller's Property who subsequently consummates a sale
of such lot from Seller, Buyer shall be entitled to receive a six
percent (6%) commission (less any commission payable to a
participating broker in any such transaction) from Seller based
on the purchase price of such lot, which shall be immediately
payable to Buyer on the closing on such lot. Notwithstanding
anything to the contrary in this Section 13 or elsewhere in this
Agreement, Seller shall be free to sell lots within Seller's
Property on an individual basis at any time, provided such sales
do not deprive Buyer from exercising the Option to purchase the
Maximum Option Lots provided for in this Agreement.

14. BROKERS. Each party shall be responsible to pay any
sales or brokerage commission each has incurred in connection
with this transaction. Each party hereto hereby agrees to
indemnify, defend and hold the other harmless from any real
estate brokerage commission, finders fee, and all costs and
expenses (including reasonable attorneys' fees) of investigating
and defending any such claims, payable to any realtor or finder,
which such party may engage or is claimed to have engaged in
connection with this transaction.

15. GENERAL PROVISIONS.

15.1 COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all
of which, taken together, shall constitute one and the same
instrument.

15.2 ENTIRE AGREEMENT. This Agreement, together with
all exhibits hereto and documents referred to herein, if any,
constitute the entire agreement among the parties hereto with
respect to the subject matter hereof, and supersede all prior
understandings or agreements, including the January 11, 1996
letter agreement between the parties. This Agreement may be
modified only by a writing signed by both parties. All exhibits
to which reference is made in this Agreement are deemed
incorporated in this Agreement whether or not actually attached.

15.3 PARTIAL INVALIDITY. If any provision of this
Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, the remainder of the Agreement shall
continue in full force and effect and shall in no way be impaired
or invalidated, and the parties agree to substitute for the
invalid or unenforceable provision a valid and enforceable

provision that most closely approximates the intent and economic
effect of the invalid or unenforceable provision.

15.4 CHOICE OF LAW. This Agreement and each and every
related document are to be governed by, and construed in
accordance with, the laws of the State of California.

15.5 WAIVER OF COVENANTS, CONDITIONS OR REMEDIES. The
waiver by one party of the performance of any covenant, condition
or promise, or of the time for performing any act, under this
Agreement shall not invalidate this Agreement nor shall it be
considered a waiver by such party of any other covenant,
condition or promise, or of the time for performing any other act
required, under this Agreement. The exercise of any remedy
provided in this Agreement shall not be a waiver of any
consistent remedy provided by law, and the provisions of this
Agreement for any remedy shall not exclude any other consistent
remedies unless they are expressly excluded.

15.6 LEGAL ADVICE. Each party has received independent
legal advice from its attorneys with respect to the advisability
of executing this Agreement and the meaning of the provisions
hereof. The provisions of this Agreement shall be construed as
to the fair meaning and not for or against any party based upon
any attribution of such party as the sole source of the language
in question.

15.7 TIME OF THE ESSENCE. Time shall be of the essence
as to all dates and times of performance, whether they are
contained herein or contained in any escrow instructions to be
executed pursuant to this Agreement.

15.8 ATTORNEYS' FEES. In the event that any party
hereto institutes an action or proceeding for a declaration of
the rights of the parties under this Agreement, for injunctive
relief, for an alleged breach or default of, or any other action
arising out of, this Agreement, or the transactions contemplated
hereby, or in the event any party is in default of its
obligations pursuant thereto, whether or not suit is filed or
prosecuted to final judgment, the non-defaulting party or
prevailing party shall be entitled to its actual attorneys' fees
and to any court costs incurred, in addition to any other damages
or relief awarded.

15.9 ASSIGNMENT. Buyer may not assign this Agreement
or any of its rights and obligations hereunder without the
written consent of Seller, except for transfer to any entity
which is wholly or commonly owned by Buyer. If Seller gives its
written consent to any such assignment by Buyer and such assignee
expressly assumes all of Buyer's obligations under this
Agreement, Buyer shall be fully relieved from any further
liability hereunder. This Agreement shall be binding upon and
shall inure to the benefit of the successors and permitted
assigns of the parties to this Agreement.

15.10 NOTICES. All notices and demands which either
party is required or desires to give to the other shall be given
in writing by certified mail, return receipt requested with

appropriate postage paid, by personal delivery, or by private
overnight courier service to the address set forth below for the
respective party, provided that if any party gives notice of a
change of name or address, notices to that party shall thereafter
be given as demanded in that notice. All notices and demands so
given shall be effective only upon receipt or refusal of delivery
by the party to whom notice or demand is being given.

If to Seller: SHF Acquisition Corporation
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇

With a copy to: ▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇

If to Buyer: Murieta Investors, LLC
c/o Leveraged Equity Management, Inc.
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇ ▇. Von der ▇▇▇▇▇▇
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇

With a Copy to: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇

15.11 CONFIDENTIALITY. Buyer and Seller acknowledge
that the terms, conditions and contents of this Agreement are
confidential, and Buyer and Seller each hereby agrees that Buyer
and Seller, and their respective directors, officers, employees,
agents, legal counsel, consultants and independent contractors
(collectively, "Agents") shall keep the terms, conditions and
contents of this Agreement strictly confidential except as
otherwise permitted in this Section 15.11. Accordingly, Buyer
and Seller agree that they shall not, without the prior written
consent of the other, release, publish or otherwise distribute,
and shall not authorize or permit any of its Agents to release,
publish or otherwise distribute, the terms, conditions and
contents of the Agreement to any person other than such party and

its Agents for this transaction, but then only to the extent that
any such Agent needs to know the terms, conditions and contents
of the Agreement to evaluate the Property. Notwithstanding
anything to the contrary herein, neither Buyer nor Seller shall
be in breach of its obligations hereunder if it or its Agents:
(a) disclose the existence and terms of this Agreement to the
City and/or any lenders of Seller or Buyer to the extent
reasonably necessary to cause the Close of Escrow to occur as
contemplated herein, provided any such disclosure shall be made
expressly subject to the terms of this Section 15.11; (b) are
required by law to disclose any such matters; (c) disclose the
information contained in the Memorandum of Agreement (as defined
below in Section 15.13).

15.12 EXCLUSIVITY. Seller agrees not to solicit,
discuss, or entertain other offers or proposals relating to the
Property prior to the earlier of: (a) Buyer's termination of this
Agreement pursuant to Section 7 hereof, or (b) the expiration of
the Option Term.

15.13 MEMORANDUM OF AGREEMENT. Buyer shall have the
right to record a memorandum of agreement in the form of Exhibit
"G" attached hereto in the Official Records upon Buyer's written
approval of the Feasibility Matters.

IN WITNESS WHEREOF, the parties have executed this Agreement
as of the Effective Date.
SELLER

SHE ACQUISITION CORPORATION,
a Nevada corporation

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Its: President

BUYER:

MURIETA INVESTORS, LLC,
a California limited liability
company

By: /s/ ▇▇▇▇ ▇. Von der ▇▇▇▇▇▇
Its: Member

ACCEPTANCE BY ESCROW AGENT:

Escrow Agent hereby acknowledges that it has received a fully
executed counterpart of the foregoing Agreement and agrees to act
as Escrow Agent thereunder and to be bound by and perform the
terms thereof as such terms apply to Escrow Agent.

Dated: By:

Name:

Its:

EXHIBIT A
LEGAL DESCRIPTION OF SELLER'S PROPERTY

EXHIBIT B
LEGAL DESCRIPTION OF THE PHASE I LOTS

EXHIBIT C
BLANKET ASSIGNMENT AND ▇▇▇▇ OF SALE

Reference is hereby made to (a) that certain property
located in the development commonly known as Village 6 of Rancho
Murieta, County of Sacramento, State of California as more
particularly described on EXHIBIT "A" attached hereto, (b) to the
improvements located thereon, and (c) to the rights, privileges
and entitlements incident thereto (collectively, the "Property").

For good and valuable consideration, receipt of which is
hereby acknowledged, the undersigned, SHF Acquisition
Corporation, a Nevada corporation ("Seller"), does hereby, give,
grant, bargain, sell, transfer, assign, convey and deliver to
Murieta Investors, LLC, a California limited liability company
("Buyer"), all of Seller's right, title and interest in all
assets, rights, materials and/or claims used, owned or held in
connection with the use, management, development or enjoyment of
the Property, including, without limitation: (a) all
entitlements, subdivision agreements and other agreements
relating to the development of the Property; (b) all plans,
specifications, maps, drawings and other renderings relating to
the Property; (c) all warranties, claims and any similar rights
relating to and benefiting the Property or the assets transferred
hereby; (d) all intangible rights, goodwill and rights benefiting
the Property; (e) all development rights benefiting the Property;
(f) all rights, claims or awards benefiting the Property; (g) all
personal property located on or about the Property; and (h) all
rights to receive a reimbursement, credit or refund from the
applicable agency or entity of any deposits or fees paid in
connection with the development of the Property. Notwithstanding
the foregoing, it is acknowledged that none of Seller's rights
and obligations under the Reimbursement Agreement (as defined in
that certain Purchase and Option Agreement between Seller and
Buyer dated __________, 1996) are being assigned to Buyer.

Seller hereby covenants that it will, at any time and from
time to time upon written request therefor, execute and deliver
to Buyer, its nominees, successor and/or assigns, any new or
confirmatory instruments and do and perform any other acts which
Buyer, its nominees, successors and/or assigns, may request in
order to fully transfer possession and control of, and protect
the rights of Buyer, its nominees, successors and/or assigns in,
all the assets of Seller intended to be transferred and assigned
hereby.

SELLER:
SHF ACQUISITION CORPORATION,
a Nevada corporation

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
Its: President

EXHIBIT ▇
▇▇▇▇▇▇▇ RESEARCH GROUP PRICE LIST

EXHIBIT E
FIRPTA AFFIDAVIT

DATE: October 8, 1996

Murieta Investors, LLC
c/o Leveraged Equity Management, Inc.
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇ ▇. Von der ▇▇▇▇▇▇

Re: Internal Revenue Code Section 1445

Dear ▇▇▇▇:

Section 1445 of the Internal Revenue Code provides
that a transferee of a U.S. real property interest must withhold
tax if the transferor is a foreign person. To inform the
transferee that withholding of tax is not required upon the
disposition of a U.S. real property interest by the undersigned
hereby certifies the following on behalf of SHF ACQUISITION
CORPORATION, a Nevada corporation ("Seller").

1. Seller is not a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are
defined in the Internal Revenue Code and Income Tax Regulations):

2. Seller's U.S. employer identification number is ▇▇-▇▇▇▇▇▇▇;

3. Seller's office address is ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. ▇▇▇.
▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇; and

4. Seller understands that this certification may be
disclosed to the Internal Revenue Service by transferee and that
any false statement contained herein could be punished by fine,
imprisonment, or both.

Under penalties of perjury, I declare that I have examined
this certification and to the best of my knowledge and belief it
is true, correct and complete, and I further declare that I have
authority to sign this document on behalf of Seller.

SELLER

SHF ACQUISITION CORPORATION,
a Nevada corporation

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇

Its: President

EXHIBIT F

DEFINITION OF HAZARDOUS SUBSTANCE

The term "Hazardous Substance" as used in this Agreement
shall mean any toxic or hazardous substance, material or waste or
any pollutant or contaminant or infectious or radioactive
material, including but not limited to those substances,
materials or wastes regulated now or in the future under any of
the statutes or regulations listed below and any and all of those
substances included within the definitions of "hazardous
substances", "hazardous materials", "hazardous waste", "hazardous
chemical substance or mixture", "imminently hazardous chemical
substance or mixture", "toxic substances", "hazardous air
pollutant", "toxic pollutant" or "solid waste" in the statues or
regulations listed below. Hazardous Substances shall also mean
any and all other similar terms defined in other federal state
and local laws, statutes, regulations, orders or rules and
materials and wastes which are, or in the future become,
regulated under applicable local, state or federal law for the
protection of health or the environment or which are classified
as hazardous or toxic substances, materials or waste, pollutants
or contaminants, as defined, listed or regulated by any federal,
state or local law, regulation or order or by common law
decision, including, without limitation, (a) trichloroethylene,
tetrachloroethylene, perchloroethylene and other chlorinated
solvents, (b) any petroleum products or fractions thereof,
(c) asbestos, (d) polychlorinated biphenyls, (e) flammable
explosives, (f) urea formaldehyde, and (g) radioactive materials
and waste. In addition, a Hazardous Substance shall include:

(1) A "Hazardous Substance", "Hazardous Material",
"Hazardous Waste", or "Toxic Substance" under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980,
42 U.S.C. Sections 9601, et seq., the Hazardous Materials
Transportation Act, 49 U.S.C. Sections 1801, et seq., or the
Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901,
et seq.;

(2) An "Extremely Hazardous Waste", a "Hazardous Waste", or
a "Restricted Hazardous Waste", under Sections 25115, 25117 or
25122.7 of the California Health and Safety Code, or is listed or
identified pursuant to Sections 25140 or 44321 of the California
Health and Safety Code;

(3) A "Hazardous Material", "Hazardous Substance",
"Hazardous Waste", "Toxic Air Contaminant", or "Medical Waste"
under Sections 25281, 25316, 25501, 25501.1, 25023.2 or 39655 of
the California Health and Safety Code;

(4) "Oil" or a "Hazardous Substance" listed or identified
pursuant to Section 311 of the Federal Water Pollution Control
Act, 33 U.S.C. Section 1321, as well as any other hydrocarbon
substance or by-product;

(5) A "Hazardous Waste", "Extremely Hazardous Waste", or an
"Acutely Hazardous Waste" listed or defined pursuant to Chapter
11 of Title 22 of the California Code of Regulations;

(6) A chemical listed by the State of California as known to
cause cancer or reproductive toxicity pursuant to Section
25249.8(a) of the California Health and Safety Code;

(7) A material which due to its characteristics or
interaction with one or more other substances, chemical
compounds, or mixtures, damages or threatens to damage, health,
safety, or the environment, or is required by any law or public
agency to be remediated, including remediation which such law or
public agency requires in order for the property to be put to any
lawful purpose;

(8) Any material the presence of which would require
remediation pursuant to the guidelines set forth in the State of
California Leaking Underground Fuel Tank Field Manual, whether or
not the presence of such material resulted from a leaking
underground fuel tank;

(9) Pesticides regulated under the Federal Insecticide,
Fungicide and Rodenticide Act, 7 U.S.C. Sections 136 et seq.;

(10) Asbestos, PCBs, and other substances regulated under the
Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq.;

(11) Any radioactive material including, without limitation,
any "source material", "special nuclear material", "by-product
material", "low-level wastes", "high level radioactive waste",
"spent nuclear fuel" or "transuranic waste", and any other
radioactive materials or radioactive wastes, however produced,
regulated under the Atomic Energy Act, 42 U.S.C. Sections 2011 et
seq., the Nuclear Waste Policy Act, 42 U.S.C. Sections 10101 et
seq., or pursuant to the California Radiation Control Law,
California Health and Safety Code Sections 25800 et seq.;

(12) Industrial process and pollution control wastes, whether
or not "hazardous" within the meaning of the Resource
Conservation and Recovery Act, 42 U.S.C. Sections 6901 et seq.;

(13) Any material regulated under the Occupational Safety and
Health Act, 29 U.S.C. Sections 651 et seq., or the California
Occupational Safety and Health Act, California Labor Code
Sections 6300 et seq.; and/or

(14) Any material regulated under the Clean Air Act, 42
U.S.C. Sections 7401 et seq. or pursuant to Division 26 of the
California Health and Safety Code.

All other laws, ordinances, codes, statutes, regulations,
administrative rules, policies and orders, promulgated pursuant
to said foregoing statutes and regulations or any amendments or
replacement thereof, provided such amendments or replacements
shall in no way limit the original scope and/or definition of
Hazardous Substance defined herein.

PURCHASE AND OPTION AGREEMENT by and between SHF ACQUISITION CORPORATION

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