DEVELOPMENT AGREEMENT

                       This Agreement is entered into as of the 15th
day of November, 1991, by and between H.F. Properties, Ltd., a
California corporation ("Owner"), a wholly-owned subsidiary of
Homestead Financial Corporation, a Delaware corporation; and Westco
Marina, Inc., a California corporation ("Developer"), with reference
to, and in reliance upon, the following facts and
circumstances:

                              Recitals

          A.  Owner's parent corporation owns certain real property
located in San Leandro, California, more particularly described in
Exhibit A hereto, incorporated herein by this reference ("Property").
Owner has arranged to acquire the Property and has committed to do so.

          B.  The principals of Developer are experienced in the
development of single family housing.

          C.  Owner desires to retain the services of Developer to
provide management and supervision to Owner in developing the Property
into a single family housing development (the "Project") in San
Leandro, California and in selling the homes constructed in the
Project.

          NOW, THEREFORE, in consideration of the mutual covenants and
promises set forth herein, and other valuable consideration the
receipt and sufficiency of which are acknowledged, owner and Developer
agree as follows:

                        Terms and Conditions

          Section 1. Definitions. The following definitions shall
prevail wherever used in this Agreement:

          1.1 Achievement Date means any date provided for in this
Agreement or in the Business Plan for achievement of any specific
item.

          1.2 Authorized Persons shall mean the persons authorized
under Section 21 hereof to act on behalf of Owner or Developer.

          1.3 Business Plan shall mean the schedules and explanatory
notes attached hereto, marked Exhibit B and incorporated herein by
reference thereto, as the same may be amended from time to time. The
Business Plan shall have the import and effect provided for herein.

         1.4  Force Majeure event shall be an act of God, riot,
strikes, boycotts or other labor disturbances, insurrection,
inclement weather beyond that customarily experienced, inability
to obtain labor or materials or other elements essential to the
work due to governmental restriction or order, or inability to
perform any element of the Business Plan due to governmental
action, moratorium or regulatory order.

          1.5 Homes shall mean the single family dwellings to be
constructed pursuant to the Business Plan.

          1.6 Management Fee shall mean the fee payable to
Developer pursuant to Section 10.1 hereof.

          1.7  Net Profit Share shall mean the fee payable to
Developer pursuant to Section 10.2 hereof.

          1.8  Project means the Property and the on-site and
off-site improvements to be constructed in accordance with the
Business Plan, constituting a single family, detached housing
development known as Marina Vista and located in San Leandro,
California.

          1.9 Project Documents shall consist of this Agreement,
all exhibits, schedules and attachments, and all plans, drawings,
specifications, and manuals pertaining to the Project.

          1.10 Project Loan shall mean any construction
financing arranged pursuant to this Agreement.

          Section 2. Purpose and Scope of Agreement. The purpose
and scope of this Agreement shall be for Developer to provide the
services necessary to develop the Property into 249 Homes, to
sell the Homes and to be compensated for such services subject to
all of the terms, covenants and conditions stated herein. Both
parties have defined their goals and expectations in terms of the
Business Plan, (as the same may be revised from time to time), to
be used as a guideline and standard of performance hereunder.

           Section 3. Term. This Agreement shall be effective as
of the date first written above, and shall continue until the
first to occur of the following:

               (A)  All of the Homes have been conveyed, a final
accounting of profits and losses has been completed, and all
compensation due Developer has been paid; or

               (B)  This Agreement is terminated pursuant to the
terms hereof.

          Section 4. Contract for Services. owner retains the
services of Developer as an independent contractor to provide
management and supervision to owner in developing the Project and
to construct and sell the Homes, and Developer agrees to perform
such services pursuant to the terms and conditions stated in the
Project Documents. Developer shall be the developer, general
contractor, and sales broker for the Project, as set forth
herein.

          Section 5. Limited Agency. Developer shall be deemed
the Owner's representative with limited agency authority for the
specific purposes, and to the limited extent provided by this
Agreement. As used herein, the term "as Owner's representative"
shall be deemed to require that all relevant authorized
agreements shall be entered into in Owner's name, except for
subcontracts under the Construction Contract or as otherwise
agreed by Owner, and that all relevant documents including
subcontracts shall have the prior written approval of Owner
before execution.


          Section 6. Developer's Responsibilities.

          6.1 General. Developer shall devote such time, effort
and skill as may be necessary for the efficient and successful
conduct and completion of the Project as expeditiously as
economic conditions permit and will observe the highest standards
of business integrity in performing all of its obligations and
responsibilities hereunder. Unless otherwise specifically
provided in this Agreement, or agreed to in writing by the
parties hereto, such responsibilities shall include, but shall
not be limited to, Developer's performance of the duties and
responsibilities of a construction manager, real property
subdivider, developer, manager of marketing, broker, and all
other functions and activities normally performed by a person as
if he were an owner, builder, developer and broker of the
Property and the Homes. In addition to the above
responsibilities, Developer has the obligation and responsibility
to assure that all responsibilities and obligations of the
general contractor for the Project are carried out. In performing
its responsibilities, Developer shall maintain requisite staff
and facilities to accomplish these purposes. Developer may not
delegate the performance of any of the above to any other person
or entity regardless of whether such person or entity is
affiliated with Developer, without the prior written consent of
Owner, which may be given or withheld by Owner in its sole and
absolute discretion. Developer acknowledges that Owner is
entering into this Agreement in reliance on the abilities and
experience of Developer.

          6.2  Scope of Development. The completed Project is
initially planned to consist of 249 Homes and all on-site and
off-site improvements described in the Business Plan, as the same
may be revised from time to time as provided herein.

          6.3 Schedule of Development. Development of the Project
shall proceed in accordance with the Business Plan, revised from
time to time as provided herein.

          6.4  Business Plan Controls Development. The Business
Plan establishes the various Achievement Dates, the timing of the
Project development, projected cost to be incurred, income to be
derived and a projection of cash flow. It presupposes development
phasing and commencement of subsequent phases based upon
performance with respect to the next preceding phase. For example
(but not by way of limitation), subsequent phases shall not be
commenced unless earlier phases have been developed on a schedule
commensurate with projection so that the parties have realized
the minimum or greater return that they have contemplated from
such phase. Developer shall utilize his best efforts and skill to
attain or exceed the goals of the Business Plan. So long as
Developer is attaining said goals (with deviations caused by
Force Majeure events or Owner's default excused), Owner shall
provide such assistance and support and cooperation as may
reasonably be necessary to facilitate achievement of the Business
Plan and shall provide Developer with such authority as may
reasonably be required to achieve those ends consistent with the
terms of this Agreement. Developer shall promptly notify owner
whenever Developer determines that, in its good faith opinion,
the goals of the Business Plan cannot be achieved whether the
interfering event is of regulatory, market or cost origin. There
shall be no amendment of or departure from the Business Plan
without the prior written consent of owner.

          6.5  Services to be Performed by Developer. Developer
shall perform the following services in connection with the
Project, in accordance with the Project Documents:

               (A)  Development Entitlements. Developer shall
apply for, pursue, and use its best efforts to obtain all
approvals, subdivision maps, permits, and utility extensions and
hook-ups required for all demolition, grading, and construction
of all improvements and sale of Homes that will occur in
connection with the Project. Developer shall be responsible for
determining the permit, approval, and other development
requirements of all governmental agencies, other authorities, and
utilities having jurisdiction over the Property and the Project.

               (B)  Business Plan Amendments. Developer shall
prepare and submit to owner for its approval, all Business Plan
amendments and refinements deemed necessary or desirable by
Developer to carry out the development objectives of the parties.

               (C)  Construction Financing. Developer shall use
its best efforts, with Owner's cooperation and assistance as
provided in section 7.4, to arrange construction financing in
connection with the Project, and shall present to owner the
construction loan arrangements available to owner. Subject to
Owner's direction and written approval, Developer shall negotiate
on owner's behalf as necessary, and shall make appropriate
arrangements to finalize the construction financing to be
obtained by owner. Provisions for disbursement of Project Loan
proceeds shall be subject to owner's approval.

               (D)  Grading Plans. The grading plans for the
Project shall be prepared by a qualified engineer. Developer
shall cause to be prepared and submitted to Owner for its written
approval, preliminary and final grading plans for the Project,
within a schedule consistent with the Business Plan.

               (E)  Site Clearance and Site Preparation.
Developer shall (i) complete any necessary demolition of existing
improvements on the Property, if any, (ii) clear, grade, and
prepare the Property for construction, and (iii) complete all
off-site improvements, all in accordance with all grading permits
and grading plans, and all plans, specifications, drawings, and
permits applicable to the off-site improvements.

               (F)  Construction Plans, Drawings and Related
Documents. Developer shall prepare and submit to Owner for its
review and written approval, within a schedule consistent with
the Business Plan, construction plans, drawings and related
documents for the development of the Homes. The construction
plans, drawings and related documents shall be consistent with
the Business Plan and all such documents shall immediately become
the property of owner when paid for.

               (G) Construction of On-Site Improvements. Working
in stages according to the Business Plan (as the same may be
revised from time to time), Developer shall develop and construct
the on-site improvements to the full extent required to carry out
the Business Plan and in accordance with the approved plans and
drawings and other Project Documents.

               (H)  Sale of Homes. Developer shall develop and
present to Owner for its review and written approval, a marketing
and sales plan for the Homes. Developer shall oversee all
marketing and sales activities in accordance with Owner's
approved plan, and acting as broker shall use its best efforts to
sell the Homes in a timely manner, on terms and conditions
previously approved in writing by owner. After commencement of
sales activity, Developer shall provide Owner with sales activity
reports as part of the periodic reports to be provided by
Developer to Owner pursuant to Section 6.6. All proceeds of all
sales of the Property, either improved or unimproved, shall be
deposited by the escrow company directly into a trust account of
owner which is a segregated trust account used only for sales
proceeds of the Project and said funds are held for disbursement
in accordance with this Agreement and, to the extent specified
herein, for the benefit of Developer.

               (1)  Administration and Bookkeeping. Developer
shall use its own business premises as the administrative
headquarters for the Project. Developer shall be responsible for
coordinating all activities involved in the development of the
Project, and for maintaining field records pertaining to the
Project.  Developer shall maintain books of account for the
Project, using the cash method of accounting on a calendar year
basis.

          6.6  Reports By Developer. Developer shall have the
following reporting responsibilities:

                (A) Books And Records. Developer shall maintain full
and complete books and records with respect to all activities
undertaken pursuant to the terms of this Agreement. The books and
records shall be available for inspection by owner, Owner's
representatives or its agents at reasonable times, during business
hours and upon reasonable notice which shall not in any event be less
than two (2) business days.

                (B) Periodic Report: Weissberg As CEO. So long as
the provisions of Section 9.1(A) apply, Developer shall report to
Weissberg no less often than once every two (2) weeks, said report to
include a summary of events that have occurred up to the date of the
report, notice of any event or condition that could affect achievement
of the goals of the Business Plan (such as, for example but not by way
of limitation, a reduction in obtainable prices or delay in sales
suggesting a reduction in income, an overall increase in costs, the
intervention of an event or condition that could threaten the right to
proceed with development of some or all of the Project, etc.) and a
summary of major decisions that require Weissberg's consideration or
that will require that consideration in the near future. Developer's
report shall include such documents and schedules as Developer and
Weissberg may determine are required adequately to inform Weissberg
and keep him abreast of relevant events and activities. No less often
than once every month, Developer shall provide Weissberg with a
journal of receipts and disbursements to show all cash activity in
Project accounts for the preceding month.

                (C) Periodic Report: Weissberg No Longer CEO. if
Section 9.1(A) does not apply, Developer shall submit to Owner a
report no less often than monthly, showing a schedule of costs
incurred, revenues derived and steps undertaken to achieve the
Business Plan over the preceding monthly period, with a narrative
statement of material occurrences such as (by way of example but not
limitation) procurement of approvals, letting of contracts, etc.).

                (D) Annual Reports. Developer shall cause to be
prepared and submitted to owner an annual report not later than March
31 of each year, showing income and expense, cash flow, source and
application of funds, a statement comparing actual results with the
Business Plan and Project indebtedness prepared from the books and
records maintained pursuant to Section 6.5(1) above and reviewed by a
certified public accountant selected in the manner hereinafter
provided.

          Section 7. Owner's Responsibilities. Owner shall have
the following responsibilities:

          7.1 Commitment of Property. The Property shall be
committed and made available for the development contemplated in
the Business Plan with title in fee simple absolute, free and
clear as required to carry out the purposes of the Business Plan.
Each phase of the Project shall be in a condition to be surveyed
and made the subject of a final subdivision map, and the
condition of title of each phase of the Property shall be such as
to support conventional construction financing in amounts
sufficient to meet the requirements of the Business Plan.
Notwithstanding anything else contained in this agreement,
owner's maximum capital investment in the Project at any one time
shall not exceed $10.5 million. In addition, the inability on the
part of Owner to deliver clear title to all or any portion of the
Property, due to an order or action by any governmental agency,
authority or quasi-governmental authority, shall not constitute a
breach of covenant hereunder but shall constitute a failure of
condition suspending or terminating this Agreement with respect
to the Property to which the order or action applies, the
distinction between suspension and termination depending upon the
nature of the order or action.

          7.2 Commitment Of Capital. Owner shall provide the
capital required pursuant to the Business Plan, as amended from
time to time, in accordance with the schedule therein stated.

          7.3  Further Assurances. Owner shall diligently provide
such further assurances as may be required to effectuate and
carry out the purposes hereof including, without limitation,
execution of (i) such documents and instruments as may be
required to present complete applications for permits and
approvals and to perfect the same from time to time through
recordation of public utility easements, final subdivision maps
and subdivision improvement agreements, (ii) financing documents,
(iii) contracts for sale of completed Homes and grant deeds as
required in connection with closing of such sales.


          7.4 Assistance In Procuring Financing. Owner shall
provide good faith assistance in procuring financing required to
be provided pursuant to the Business Plan at the times and on the
terms required therein to be provided. Owner shall execute,
acknowledge (where appropriate) and deliver such documents and
instruments as may be required to consummate such financing
including, but without limitation, promissory notes, deeds of
trust, loan agreements and guarantees of lien-free completion of
improvements to be constructed. Other than guarantees of lien
free completion, owner shall not be required to provide any other
guarantees in connection with procuring financing.

          7.5  Support For Applications, Etc. owner shall join
in, provide support for and signatures on such applications,
requests for approval and other matters as may reasonably be
required in order to obtain the Project authorizations and
approvals required for the Business Plan.

          7.6 Subdivision Bonds. Owner shall provide good faith
assistance (including, but without limitation, execution of such
documents as may be required) to procure subdivision bonds
required as conditions to filing of final subdivision maps with
respect to all or portions of the Project that are contemplated by
the Business Plan.

          Section 8. Insurance.

         8.1 Initial Coverages. Developer shall cause all
activities in which it will be engaged hereunder to be
insured in a manner consistent with sound and prudent practice in
the industry and with limits set by owner provided that such
limits are reasonably obtainable. All such policies shall name
Owner as an additional insured in the form appropriate for the
type of coverage involved and shall provide that the policy
cannot be cancelled without prior written notice to owner.
Architects, engineers and other professionals and contractors
providing labor and/or materials in connection with the work
shall be required to provide such insurance as Owner may
determine; provided, however, that no such insurance shall exceed
the requirements of prudent industry practice.

          8.2  Additional Insurance. Developer shall use due
diligence to determine the appropriate insurance coverage to be
maintained during the life of the Project. If Developer has a
reason to believe that the Project will give rise to any risks
that may not be covered by the insurance policies in effect,
Developer shall obtain such insurance, subject to owner's prior
written approval as an additional Project cost. If Developer,
after due investigation, is uncertain as to whether additional
coverage is required, Developer shall advise Owner. Owner may
elect to hire an independent insurance consultant to analyze the
risks, and to recommend appropriate coverage. Developer shall
acquire and maintain all policies requested in writing by Owner,
subject to availability. Such additional policies shall include
Owner as an insured or additional insured, as appropriate, and
provide for the same protection against cancellation, non-renewal
and material change as is provided with respect to the other
coverages required hereunder.

          8.3  Cost of Insurance. All insurance required to be
maintained hereunder (except coverage provided by subcontractors
and professionals and as required to be maintained by Developer
pursuant to Section 12(B)) shall be considered a Project Cost.

          8.4  Evidence of Insurance. Prior to commencement of
construction, each party shall provide to the other such evidence
of insurance as the other party may reasonably require. owner
shall require copies of all liability or all risk course of
construction coverage on which it is an insured or additional
insured, as well as a certificate of insurance for the policies
Developer is to provide, and signed copies of the policy
endorsements to each naming owner as an additional insured and
including the thirty (30 ) day notice of cancellation provision
as required. Proof of insurance may be required as a condition of
payments to be made hereunder to Developer and to contractors,
subcontractors and professionals providing service and/or
material for the Project.

          8.5  Subrogation. Both parties waive all rights of
subrogation. of the insurers under all policies of insurance now
or hereafter in force during the term of this Agreement and any
extensions or renewals thereof with respect to the Project and/or
the development activities thereon.

          8.6  Quality of Insurers. All insurance policies
required hereunder shall be placed with insurance companies
acceptable to Owner. Such carriers shall have a Best's rating of
not less than B+ VII.

          Section 9. Division Of Management Responsibilities.

          9.1 Management. Developer shall be responsible for
performance of all of the work required and management of the
activities to be performed in order to achieve the goals and
objectives of the Business Plan. Developer's managerial
prerogatives shall be limited by the following:

                (A) Weissberg As CEO Of Owner. So long as
Weissberg is the Chief Executive Officer of Owner and owner is a
wholly owned subsidiary of Homestead Financial Corporation, all
"Major Decisions" made by Developer with respect to the
activities to be undertaken in connection with performance of the
Business Plan shall be subject to Weissberg's prior approval. For
purposes hereof, the term "Major Decision" shall mean (i)
determination of lot layout; (ii) determinations concerning the
nature and extent of on- and off-site improvements; (iii) choice
of major subcontractors; (iv) approval of budgets; (v) approval
of financing terms; (vi) approval of phasing and construction
schedules in conformity with the Business Plan; (vii) approval of
marketing programs and sales personnel, (viii) setting sales
prices for completed residences; and (ix) determinations to
suspend or reduce the pace of development in light of market
conditions. Additionally, Weissberg shall have the right to
unilaterally suspend or reduce the pace of development in light
of market conditions. Developer shall confer with Weissberg and
include in the foregoing enumeration of Major Decisions any other
matter or decision that Weissberg determines in his good faith
discretion should be added to the list as important to his
participation in determining matters that affect achievement of
the Business Plan.

                (B) Weissberg No Longer CEO Of Owner. If Section
9.1(A) does not apply (i.e., if Weissberg is no longer CEO of
owner or in control of its business), then so long as Developer
is performing within the terms of the Business Plan as the same
may be amended from time to time, Developer shall have the right
to make all decisions and shall be responsible for performance of
all of the steps to be performed in the day-to-day management and
operation of the activities contemplated in the Business Plan.

               (C)  Evans No Longer CEO Of Developer. If Mr.
Britt Evans is no longer CEO of Developer or in control of its
business and Mr. Weissberg is still the CEO of Owner and in
control of Owner's business, then, notwithstanding Section
6.5(B), Owner shall have the unilateral right to initiate and
adopt changes in the Business Plan by written notices to
Developer that are necessary or desirable in Owner's sole
judgment to respond to changes in economic circumstances or
conditions.

               (D)  Notice Of Upcoming Events. Developer shall
use its best efforts to provide Owner or Owner's representative
with notice of events that may be or become important to
achievement of the Business Plan such as (by way of example but
not by way of limitation) (i) public hearings to consider project
development and/or subdivision plans; (ii) bid openings; (iii)
meetings with primary lenders; and (iv) meetings with marketing
representatives.

          Section 10. Developer's Compensation. As consideration
for its services performed hereunder, Owner shall pay to
Developer the following compensation, subject to the adjustments
hereinafter stated:

          10.1 Share of Gross Sales Revenues. Owner shall pay to
Developer three percent (3%) of the gross proceeds from sales of
the Homes ("Management Fee"), which shall be a Project Cost.
During the first eighteen (18) months of the development of the
Project, Owner shall pay to Developer a non-refundable advance
against the Management Fee in an amount of up to Fifty Thousand
Dollars ($50,000) per month for each month during said initial
eighteen (18) month period, such payment to be made to the extent
that the portion of the Management Fee generated as a percentage
of gross proceeds during said month is less than Fifty Thousand
Dollars ($50,000). Notwithstanding anything to the contrary
herein, if Developer abandons the Property or its
responsibilities hereunder during the first eighteen (18) months
of the term of this agreement, the advance referred to herein
shall stop. Any such amounts so paid by Owner shall be treated as
capital only for purposes of computing the Preferential Return to
owner pursuant to Section 10.4. To the extent that the cumulative
total Management Fee paid to Developer, plus advances by Owner,
exceed three percent (3%) of gross sales revenue, then (i) such
excess shall not be treated as a Project Cost, and (ii) the
excess shall be reduced in the following manner:

      (a) By a reduction in the Net Profits Share to the extent
of such excess (i.e. One Dollar ($1.00) of excess is
extinguished by a reduction of Net Profits Share of one Dollar
($1.00)); or

     (b)  By repaying owner from the Management Fee on Homes
built and sold in the Project, commencing with one hundred fifty
first Home and continuing thereafter. Each dollar taken from the
Management Fee to repay the advance shall extinguish One Dollar
($1.00) of such excess; or

     (c)  By a combination of (a) and (b) above, as applicable.

          10.2 Net Profits Share. In addition to the Management
Fee set forth in Section 10.1, Owner shall pay to Developer a sum
equal to thirty percent (30%) of the net profits generated by the
Project (said amount being referred to as the Net Profits Share
herein). As used herein, the term "net profits" shall mean the
gross proceeds from sales of the Homes reduced by all costs of
the Homes (including, but not limited to, land costs, development
costs, marketing costs and financing costs). The Net Profits
Share shall be paid to Developer on a pro rata basis after owner
has recovered its total capital investment and its preferred
return pursuant to Section 10.4, with a reasonable reserve
retained by Owner as a portion of the Net Profits Share otherwise
due Developer from each Home sale to cover the likelihood of a
negative adjustment of Net Profits Share as described in Section
10.3. Such reserve may be as low as zero if experience has shown
that the final preapproved construction cost budgets have been
accurate. Any such excess reserve so created shall be disbursed
to Developer immediately after completion of the final accounting
for the Project.

          10.3 Adjustments to Compensation. Net Profits Share at
the end of the build-out and sale of the Property shall be
decreased by the net amount (if any) that actual construction
expenses for the entire Project exceed the cumulative total of
all final preapproved construction cost budgets for the entire
Project (i.e., to the extent that all construction cost overruns
exceed all construction cost savings, Net Profits Share shall be
reduced), excluding from such computation any excess caused by
Force Majeure events or Owner's default. Net Profits Share at the
end of the build-out and sale of the Property shall be increased
by fifty (50%) of the net amount, if any that the cumulative
total of all final preapproved construction cost budgets for the
entire Project exceed the actual construction expenses for the
entire Project (i.e., if all construction cost savings exceed all
construction cost overruns, Net Profits Share shall be increased
by fifty (50%) of such excess). Preapproved construction cost
budgets shall include direct construction cost contingency and
warranty expense accounts.

          10.4 Preferential Return to Owner. Owner shall
receive, and the Project shall be charged with an amount equal to
twelve percent (12%) of the cumulative total of all capital
invested in or expended on the Property and Project by owner (not
including earnings retained in the Project funds) in connection
with the acquisition, financing and development of the Project,
commencing with the time the expenditure is made and terminating
upon reimbursement of such amount. The payment to Owner shall be
in the nature of interest on the outstanding balance of the
Owner's total unreimbursed costs and shall be subtracted from
gross proceeds as a Project cost prior to determination of Net
Profits Share for each phase of the Project. Owner shall notify
Developer from time to time (no less often than every sixty (60)
days) of the amounts that owner has advanced and for which it
will be claiming a preferential return under this Section 10.4.

          Section 11. Bank Accounts: Segregation And
Disbursement. To assure segregation of funds and to facilitate
reporting, Owner and Developer shall each establish such bank
account or accounts as may be required to serve as depositaries
for the activities to be conducted hereunder, including such
separate accounts as may be required for trust funds, deposits
and building loan disbursements. Fund requisitions to owner for
payment of capital contributions required to be paid pursuant to
the Business Plan shall be submitted on a monthly basis not later
than the tenth (10th) day of each calendar month, each such
requisition to be submitted together with such backup information
and material as is customary and usual in the industry or as
reasonably requested by Owner to establish the propriety and
proper application of the amount so requisitioned so as to insure
lien free completion of the related improvements. owner shall
make disbursement to Developer in accordance with its
instructions within fifteen (15) days thereafter, withholding
disbursement only of such items or amounts as may be disputed or
for which Owner requires additional information in good faith as
well as all holdbacks authorized in subcontractor agreements.
Developer shall establish such internal controls as shall be
prudent and proper to safeguard and assure the proper application
of funds so disbursed.

          Section 12. Developer's Internal Expenses. Developer
shall be responsible for paying from its own funds:

               (A)  The salaries of Evans, Finch, an office
supervisor and all payroll taxes, payroll costs and benefits;

               (B)  Developer's office rent, maintenance and
utility costs and insurance with respect to Developer's own
operation as opposed to insurance for the activities being
undertaken on the Property;

               (C)  Developer's employee travel and
entertainment; and

                (D) Legal and accounting services for Developer
and with respect to the activities being performed by Developer
for the Project including, but without limitation, maintenance of
the books and records and preparation of the reports required to
be provided in Section 6.6. Notwithstanding the foregoing,
however, the cost of any outside review and/or audit shall be a
Project expense and not an expense to be paid by Developer.

          Section 13. Matters Subject to Owner Pre-approval. In
addition to all other references herein to Owner's right of
preapproval, the following matters shall be subject to owner's
prior written approval to be given or withheld in owner's
absolute discretion. owner shall conduct its review expeditiously
in each case, provided that Developer has submitted all relevant
materials and information to Owner in a timely manner. Owner may
condition its approval on the approval of any lender extending a
Project Loan.

          13.1 Budgets. Development budgets for each phase of the
Project, and any amendments thereto;

          13.2  Applications. Any applications or amendments to
be submitted to any governmental authorities in connection with
obtaining development entitlements for the Project. Developer
shall provide owner with adequate advance notice of all public
hearings involving the Project so that Owner may attend if it so
desires. Developer shall provide owner with copies of all
governmental findings, permits and reports affecting the
Property, and copies of all significant documents such as soils
reports and engineering reports;

          13.3  Plans. All Plans, drawings and specifications
pertaining to the Project, and any material changes thereto;

          13.4  Project Professionals. The selection of
professionals to perform services in connection with the Project,
including attorneys, architects, engineers, accountants, and
consultants;

          13.5  Subcontractors And Major Suppliers. The
selection of subcontractors and suppliers to provide services,
labor, or materials for the Project;

          13.6  Contracts. Contracts to be entered into with
subcontractors and suppliers;

          13.7  Disbursement Requisitions. Disbursements for
project expenses; and

          13.8  Marketing Plan. Marketing and sales plans for
sale of the Homes, including all promotional materials, all
pricing schedules, and all forms to be used in documenting sales,
including purchase agreements, escrow instructions, deeds, and
Declarations of Covenants, Conditions and Restrictions.

          Section 14. Prohibition Against Change in ownership and
Control of Developer. Britt Evans shall own not less than
sixty-six and two thirds percent (66 2/3%) of Developer at
execution of this agreement. Without the prior written approval
of owner in its sole discretion, there shall be no significant
change (as hereinafter defined) in the ownership and control of
Developer, including the degree of relative control of the owners
of Developer, by any method or means. So long as Section 9.1(A)
applies, any change shall be a significant change. Thereafter, a
cumulative change (including transfers between Owners) of more
than twenty-five percent (25%) in the ownership or control of
Developer or any of its respective Owners shall be deemed a
"significant change."

          Section 15. Assignment by Owner. Owner shall have the
right to assign not more than an aggregate of forty nine and
9/100 percent (49.9%) of its interest hereunder without the prior
written consent of Developer; provided, however, that no such
assignment may occur except under conditions where owner retains
de facto and de jure control of all matters and rights reserved
to Owner hereunder. Any assignment by Owner of a larger portion
of its interest hereunder shall be subject to and require the
prior written consent of Developer, which said consent shall not
be unreasonably withheld or delayed; provided, however, that
Developer shall have the right to withhold its consent to any
such proposed transfer or assignment on the grounds that the
assignee lacks sufficient background or experience to commit to
the terms of this Business Plan.

          Section 16. Indemnification During Construction.
Developer shall indemnify and hold Owner harmless from and
against all liability, loss, damage, costs or expenses (including
but not limited to reasonable attorneys fees), arising from or as
a result of the death of any person or any accident, injury, loss
or damage caused to any person or to the property of any person
that occurs on or adjacent to the Property and that is directly
or indirectly caused by the construction of the Project or by any
act or omission of Developer, its subcontractors, agents,
employees or independent contractors. Developer shall not be
responsible for (and such indemnity shall not apply to) any loss
due solely to the gross negligence or wilful misconduct on the
part of Owner or its agents, employees or independent
contractors. For purposes of this subsection only, Developer
shall not be deemed to be an agent of owner.

          Section 17. Rights of Access to Project and Books and
Records. Owner and its employees, agents and representatives
shall at all times have access to all areas of the Project. Owner
agrees that such access shall not unreasonably interfere with
authorized construction and other development activities in the
Project. Owner and its employees, agents and representatives
shall at all reasonable times and on reasonable notice have
access to all documents, books and records, including, but not
limited to, books of account in the possession or control of
Developer, and on reasonable advance notice to Developer, Owner
may remove such documents, books and records for copying. All
such entry and inspection shall be at Owner's sole risk and
expense.

          Section 18. Employment Matters. Developer will not
discriminate against any employee or applicant for employment
because of race, color, creed, religion, sex, marital status,
age, handicap, ancestry or national origin. Developer shall at
all times comply with all applicable employment and labor laws,
rules, regulations, and administrative orders.

          Section 19. Environmental Laws. Developer shall be
responsible for complying with all federal, state, and local
laws, rules, regulations, rulings, ordinances and orders relating
to environmental matters and hazardous materials, including
storage, handling, transportation, disposal, marking, warnings,
notices, and other requirements; provided, however, that
Developer shall be relieved of such responsibility in any case
where failure to comply is attributable to Owner's acts,
withholding of consent or other refusal to authorize appropriate
action.

          Section 20. Liens and Encumbrances. Developer shall not
allow title to the Property to be encumbered by any mortgage,
deed of trust, encumbrance, or lien not authorized by this
Agreement or the Business Plan, subject to the right of
reasonable contest with respect to mechanics' and/or
materialmen's lien claims. If a prohibited encumbrance is placed
on title to the Property due to an act or omission of Developer
and has not been removed or resolved within a reasonable period
of time, Developer shall cause such encumbrance to be removed
prior to judgement in any action commenced thereon, at
Developer's sole expense.

          Section 21. Authorized Persons. The persons authorized
and empowered to act on behalf of Owner and Developer in making
decisions and giving consents hereunder shall be as follows: (A)
for Developer: Britt Evans; and (B) for Owner: Lawrence
Weissberg.

          Section 22. Representations and Warranties.

          22.1  Developer's Representations And Warranties.
Developer represents and warrants as follows:

               (A)  Developer is a California corporation in
good standing with all governmental authorities having
jurisdiction over its business and activities. Within thirty (30)
days after execution hereof by Owner, Developer shall have all
licenses and permits required to conduct its business and to
perform its obligations under the Project Documents, including a
California general contractor's license and a California real
estate broker's license.

               (B)  All of the information provided by Developer
relating to Developer's credit, work history, and other material
information regarding Developer's qualifications to be retained
as Developer hereunder is true and correct.

               (C)  Developer's execution of this Agreement and
the other Project Documents and Developer's performance of its
obligations hereunder and thereunder has been duly authorized by
all necessary corporate and partnership action, and will not
violate any agreement, law, rule, regulation, decision, or order
by which Developer may be bound or affected. The person(s)
executing this Agreement on behalf of Developer have been duly
authorized to execute and deliver this Agreement on behalf of
Developer. This Agreement constitutes a legally valid and binding
obligation of Developer enforceable in accordance with its terms,
except as limited by bankruptcy, insolvency, reorganization and
similar laws affecting the rights of creditors generally.

               (D)  Developer and its owners are not in
violation of any order or decree of any court of competent
jurisdiction, and there are no pending or threatened judicial or
administrative proceedings which, if determined adversely to the
interests of Developer or its respective owners, could materially
affect Developer's ability to perform its obligations under the
Project Documents.

               (E)  Developer has reviewed the soils and seismic
reports, toxicity report and other engineering studies pertaining
to the Property, has examined the Property itself, has reviewed
the current and previous use of the Property and the adjacent
land, and has considered the applicable land use, zoning and
subdivision approvals. Based on such reviews, Developer has
concluded that, to the best of its knowledge and belief, the
Project can be built in accordance with the Business Plan.

               (F)  Developer has or will obtain by the time
needed, all licenses, permits and authorizations required by all
governmental agencies having jurisdiction over the Property or
the Project or otherwise required to perform the activities of
Developer is required to perform pursuant to the terms of this
Agreement.

               (G)  The plans, specifications, drawings and
other Project Documents, when prepared, will be sufficient to
enable Developer and all subcontractors to construct the
improvements described in the Business Plan for the price and
within the time period set forth therein. Developer will use its
best efforts to see that the improvements to be built in
accordance with such plans, specifications and drawings will
comply with all applicable laws, building codes and regulations.

               (H)  Developer shall indemnify and hold Owner
harmless from and against any claim, loss, or expense that owner
may realize resulting from a breach of the foregoing
representations and warranties.

          22.2 Owner's Representations And warranties. Owner
represents and warrants as follows:

               (A)  Owner is a California corporation in good
standing with all governmental authorities having jurisdiction
over its business and activities, and has all licenses and
permits required to conduct its business and to perform its
obligations under the Project Documents.

               (B)  owner's execution of this Agreement and the
other Project Documents and Owner's performance of its
obligations hereunder and thereunder has been duly authorized by
all necessary corporate and partnership action, and will not
violate any agreement, law, rule, regulation, decision, or order
by which Owner may be bound or affected. Owner has the financial
and legal ability to perform all of the obligations on its part
to be performed hereunder (including, without limitation, control
over title to the Property) and all conditions precedent to such
performance have duly and properly fulfilled. The person(s)
executing this Agreement on behalf of owner have been duly
authorized to execute and deliver this Agreement on behalf of
Owner. This Agreement constitutes a legally valid and binding
obligation of owner enforceable in accordance with its terms,
except as limited by bankruptcy, insolvency, reorganization and
similar laws affecting the rights of creditors generally.

               (C)  To the best of Owner's knowledge, Owner and
its owners are not in violation of any order or decree of any
court of competent jurisdiction, and there are no pending or
threatened judicial or administrative proceedings which, if
determined adversely to the interests of owner or its owners,
could materially affect Owner's ability to perform its
obligations under the Project Documents. This Agreement
constitutes a legally valid and binding obligation of owner,
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency, reorganization and similar laws-affecting
the rights of creditors generally.

               (D)  Owner shall indemnify and hold Developer
harmless from and against any claim, loss, or expense that
Developer may realize resulting from a breach of the foregoing
representations and warranties.

          Section 23. Events of Default; Remedies.

          23.1  Default by Developer. The occurrence of any of
the following shall be deemed an event of default by Developer
under this Agreement:

               (A)  The occurrence of an event of default by
Developer under any of the other Project Documents, which said
default is not cured within the time permitted by the relevant
document.

               (B)  Developer or any of its owners files a
voluntary petition in bankruptcy, is adjudicated bankrupt,
becomes insolvent, makes an assignment for the benefit of
creditors, or applies for or consents to the appointment of a
receiver or trustee with respect to any substantial part of his
assets, or a receiver or trustee is appointed or an attachment or
execution is levied with respect to any substantial part of the
assets of Developer or any of its owners, and the appointment is
not vacated or the attachment or execution is not released within
60 days.

               (C) Development of the Project does not proceed in
substantial accordance with the Business Plan due to a cause or
event within Developer's control.

               (D)  Developer commits any other material breach
of this Agreement.

          23.2  Owner's Remedies on Default of Developer. Upon
the occurrence of an event of default by Developer that is not
cured during any applicable grace period, Owner shall have the
right to such relief as may be available to it at law or in
equity, subject to the requirements of section 25 with respect to
arbitration.

          23.3  Default By Owner And Remedies Of Developer. If
Owner fails to perform any obligation on its part to be performed
hereunder, such failure continuing after notice and expiration of
any applicable grace period, Developer shall have the right to
such relief as may be available to it at law or in equity,
subject to the requirements of Section 25 with respect to
arbitration.

          23.4  Status of Developer's Compensation Upon
Termination. In any case where this Agreement is terminated,
Developer shall be entitled to receive a payment as compensation
for its Net Profits Share determined as if the Property had been
sold on the termination date for fair market value, said
determination of Net Profits Share to be made as provided in
Section 25.2(A), subject to any remedies of owner pursuant to
Section 23.2.

          Section 24. Nature of Relationship. The relationship
between Owner and Developer with respect to the Project shall be
that of property owner and independent contractor. None of the
Project Documents or the services provided by Developer shall be
deemed to create a relationship of employer and employee, a
partnership, joint venture or other arrangement. Owner
acknowledges that the principals of Developer have been employees
and officers of owner and/or its affiliates and that said
principals have had involvement with the Property and prospective
development thereof during the course of their employment.
Nothing herein contained and no act of Developer undertaken
pursuant to the terms hereof shall be deemed to be a breach of
fiduciary duty or usurpation of corporate or other opportunity by
reason of such prior employment, Owner having acted to enter into
this Agreement and the other Project Documents with full
knowledge of said principals' prior employment and contacts with
the Property.

          Section 25. General Provisions.

          25.1 Arbitration.

               (A)  Any dispute between the parties concerning
(i) any action taken hereunder, (ii) any proposed action to be
taken hereunder, (iii) any claim that the provisions hereof have
not been performed, (iv) any attempt to obtain a declaration of
rights hereunder or any interpretation of the provisions hereof,
(v) any claim for damages between the parties by reason of the
breach hereof, or (vi) any claim that this agreement should be
terminated for breach shall be resolved by arbitration. Such
arbitration shall be final and binding between the parties, and
the order of the arbitrator may be enforced in the manner
provided for enforcement of a judgment of a court of law pursuant
to the applicable provisions of the California Code of Civil
Procedure. The arbitration shall be conducted in accordance with
the procedures set forth in Section 25.1(B) through (G) below.

               (B)  Any party who has a claim (the "Demanding
Party") hereunder to be resolved through arbitration shall state
the claim (the "Claim") in writing. The Claim shall include (i)
the item or matter in dispute, (ii) the Demanding Party's
position, and (iii) a specific statement of the exact relief the
Demanding Party requests.

               (C)  The parties shall meet and confer in an
attempt to resolve the matter raised by the Claim. If they are
unable to reach a resolution within thirty (30) days after the
date of the Claim, then within ten (10) days thereafter, the
Demanding Party shall either (i) restate its Claim, (ii) amend
the Claim, or (iii) withdraw the Claim. Failure on the part of
the Demanding Party to withdraw or amend the Claim in writing
shall constitute a restatement thereof.

               (D)  If the Claim is not withdrawn within the ten
(10) day period provided for in Section 25.1(C) above, the other
party (the "Responding Party") shall, within fifteen (15) days
after expiration of the ten (10) day period provided for in
Section 25.1(C) above, prepare a response to the Claim (the
"Response") specifying specifically (i) the Responding Party's
position on the Claim, and (ii) the exact relief the Responding
Party requests.

               (E)  The matter or matters in dispute shall be
submitted to the arbitrator on the basis of the issues as framed
by the Claim (as the same may have been amended pursuant to
Section 25.1(C) above) and the Response. The arbitrator shall be
a person from the San Francisco East Bay Area with at least five
(5) years experience and professional qualifications in the
subject matter in dispute under the Claim and Response such as,
for example, civil engineering if the matter in dispute concerns
subdivision improvement matters, and financing if the matter in
dispute concerns that subject. If the parties are unable to agree
on a single person to serve as arbitrator for the resolution of
the dispute within thirty (30) days after the date of the
Response, then either party shall have the right to apply for the
appointment of a duly qualified person to act as arbitrator to
the Presiding Judge of the Superior Court of the County of
Alameda, State of California, and neither party shall have any
right to object to the qualifications of said Judge to make such
appointment. If the arbitrator resigns or refused to serve, then
a new arbitrator shall be appointed as herein provided.

               (F)  As soon as convenient after appointment, the
arbitrator shall meet with the parties to hear evidence and
argument on their claim or Response. The arbitrator shall not be
bound by the Rules of Evidence in the conduct of such proceeding
although the arbitrator shall take account of said rules in
considering the weight of the evidence. To the extent applicable,
the decision of the arbitrator shall conform to law and the
arbitrator shall be entitled to retain an independent attorney to
advise him as to such questions of law that may arise during the
proceeding. In making a decision, the sole function of the
arbitrator shall be to determine whether (i) the relief requested
in the Claim, or (ii) the relief requested in the Response is the
more appropriate relief to be given in connection with the matter
in dispute, and the arbitrator shall have no right to fashion an
independent or different result.

               (G)  Each party shall pay one-half (1/2) of the
fees and costs of the arbitrator and all of its own costs and
attorneys' fees in connection with the arbitration.

               (H)  The arbitrator shall have no right to award
costs or attorneys, fees to either party unless the arbitrator
determines that the Claim or the Response is based on a position
totally lacking in merit or that was asserted for purposes solely
of delay, in which case the arbitrator shall have the right to
award costs and attorneys' fees to the Prevailing Party.

      25.2     Developer's Profit Interest On Sale; Right Of
First Opoortunity And Right Of First Refusal.

               (A)  Preservation Of Developer's Profit Interest
on Sale. No portion of the Property may be sold as a bulk sale of
undeveloped or partially developed property without Developer's
prior written consent, unless (i) at least eighteen (18) months
from the effective date of this Agreement has passed, and (ii)
development has been suspended for a period of not less than one
(1) year. If all or a portion of the Property is so sold, the
proceeds of the sale shall be applied in the following order: (i)
discharge of indebtedness secured by encumbrances against the
interest so sold; (ii) return of owner's equity, plus an amount
equal to the excess Management Fee paid to Developer and not
previously reduced in accordance with Section 10.1; (iii) payment
to Owner of its preferential return pursuant to Section 10.4,
plus the preferential return computed on the excess Management
Fee; and (iv) any remainder to be paid seventy percent (70%) to
Owner and thirty percent (30%) to Developer. It is the intention
of the parties that this Section outlines a division of sales
proceeds that is different than that which would occur if Homes
were built and sold. If this Section applies, Developer shall
have no further obligation to reduce or extinguish any excess
Management Fee previously paid to it nor is its Net Profits Share
subject to adjustment as described in Section 10.3.

               (B)  Right Of First opportunity. If Owner
determines to sell all or a portion of the Property prior to
completion of the activities contemplated in the Business Plan,
whether development is proceeding in accordance with the Business
Plan or not, and if Developer is not then in default, Owner shall
provide to Developer all information concerning the proposed sale
including the desired price and terms thereof. Developer shall
have sixty (60) days thereafter within which to agree to purchase
the interest that owner proposes to offer (the "Offered
Interest") upon such price and terms (reduced by the amount of a
real estate brokerage commission that Owner would pay in a sale
to a third party) or such other price and terms as owner and
Developer may agree.

               (C)  Right Of First Refusal. If Developer and
Owner are unable to agree on a price and terms for the Offered
Interest pursuant to Section 25.2(A) above, then owner shall have
the right to sell the Offered Interest to any third person
without any further obligation to Developer thereafter so long as
the price and terms on which such sale is made are less favorable
to Owner by no greater than five percent (5%) of the price and
terms that were offered by Owner to Developer. If the price or
terms are less favorable to Owner by an amount equal to five
percent (5%) or greater, however, and if Developer is not then in
default, Owner shall so notify Developer in writing specifying
the price and terms upon which the interest is being so offered.
For a period of fifteen (15) days thereafter, Developer shall
have the preemptive right to purchase the Offered Interest on
said revised price and terms (reduced by the amount of any real
estate brokerage commission that owner will be required to pay in
any sale to a third party). Owner's notice to Developer
constitutes a binding and irrevocable offer that may be accepted
within such time period. If Developer fails to give notice of
such purchase within said fifteen (15) day period, then the
Offered Interest may be sold by Owner on terms no less favorable
to owner than those offered to Developer. If the Offered Interest
is not so sold thereafter, however, then the right of first
refusal provided for herein shall again reapply to any subsequent
proposal to sell the Offered Interest or any part thereof.

          25.3  Notices. Any notices or demands given or made
under this Agreement or the other Project Documents shall be
deemed given or made when written, signed, and either personally
delivered or two (2) days after deposited in the U.S. mail,
postage prepaid, addressed to the parties as indicated below, or
to such other address as the parties may request by notice given
in the foregoing manner:

If to Owner:                       If to Developer:
Lawrence Weissberg, CEO            Mr. Britt Evans, CEO
H.F. Properties, Ltd., Inc.        Westco Marina, Inc.
650 California Street, Suite 1440  15225 Wicks Blvd.
San Francisco, CA 94108            San Leandro, CA 94577

          25.4  Amendment; waiver. This Agreement may only be
modified by a written agreement signed by Owner and Developer. No
waiver of any right under this Agreement shall be valid unless
made in writing and signed by the party waiving the right.

          25.5  Conflicting Terms. In case of any conflict
between the terms of this Agreement and the terms of any other
Project Document, the terms of this Agreement shall control.

          25.6  Entire Agreement. This Agreement and the other
Project Documents shall constitute the entire agreement of the
parties with respect to the Project, and shall supersede all
prior and contemporaneous agreements with respect thereto. No
promises, representations or warranties not expressly set forth
herein or in the other Project Documents shall be deemed valid,
binding, or enforceable.

          25.7  Severability. If any provision of this Agreement
is held invalid or unenforceable, the remainder of this Agreement
shall nevertheless remain in full force and effect to the extent

that the same can be carried out in a manner consistent with the
intent of the parties.

          25.8  Attorneys' Fees. Should any suit be instituted
in connection with this Agreement, the prevailing party in such
litigation shall be entitled to recover from the other party the
prevailing party's court costs and attorneys' fees incurred in
connection with such litigation.

          25.9  Interpretation. Owner and Developer have
participated equally in the drafting of this Agreement and the
other Project Documents based on the advice of their independent
counsel, and that Civil Code Section 1654 shall not apply to this
Agreement.

          26. Board Of Directors Approval. Notwithstanding
anything to the contrary herein contained, owner's execution
hereof shall be subject to ratification and approval by the Board
of Directors of Homestead Financial Corporation. owner shall
diligently seek such approval. If the Board does not so approve
execution hereof by owner within fourteen (14) calendar days from
the date hereof, by duly adopted resolution, then this Agreement
shall terminate and all obligations of the parties hereto shall
be null and void.

          IN WITNESS WHEREOF, owner and Developer have set forth
their signatures below as of the date first written above.


OWNER

H.F. PROPERTIES,, LTD., a
California corporation
    /s/ Lawrence Weissberg
By: Lawrence Weissberg
Its: President



DEVELOPER

WESTCO MARINA, INC., a
California Corporation
    /s/ Britt Evans
By: Britt Evans
Its: President




               AMENDMENT TO DEVELOPMENT AGREEMENT

THIS AMENDMENT TO DEVELOPMENT AGREEMENT is made as of
November 15, 1991 by and between H.F.PROPERTIES, LTD., a California
corporation ("Owner")and WESTCO MARINA,INC.,a California
corporation ("Developer").

                            Recitals

     A. Owner and Developer have entered into that certain
Development Agreement dated November 15, 1991 (the "Development
Agreement").

     B. Owner and Developer wish to amend the terms of the
Development Agreement to more accurately reflect their
understanding of the terms thereof.

     NOW THEREFORE, in consideration of their mutual covenants
and promises, the parties agree as follows:

     1. Section 24 of the Development Agreement shall be
amended to read as follows:

     Section 24. Nature of Relationship. The relationship between
Owner and Developer with respect to the project shall be that of
property owner and independent contractor. None of the Project
Documents or the services provided by Developer shall be deemed to
create a relationship of employer and employee, a partnership,
joint venture or other arrangement. Owner and Developer agree that
this contract provides Developer with a conditional expectancy
interest in the rents, issues and profits of the Property. Owner
acknowledges that the principals of Developer have been employees
and officers of owner and/or its affiliates and that said
principals have had involvement with the property and prospective
development thereof during the course of their employment. Nothing
herein contained and no act of Developer undertaken pursuant to the
terms hereof shall be deemed to be a breach of fiduciary duty or
usurpation of corporate or other opportunity by reason of such
prior employment, owner having acted to enter into this Agreement
and the other Project Documents with full knowledge of said
principals' prior employment and contacts with the Property.

          2.   Except as amended hereby, the Development
Agreement shall remain in full force and effect as originally
executed.

EXECUTED AS OF THE YEAR AND DATE FIRST WRITTEN ABOVE.

H.F. PROPERTIES, INC.                    WESTCO MARINA, INC.
a California corporation                 a California corporation
    /s/ Lawrence Weissberg                  /s/  Britt Evans
By: Lawrence Weissberg                   By:Britt Evans
Its: President                           Its:President




            SECOND AMENDMENT TO DEVELOPMENT AGREEMENT

THIS AMENDMENT TO DEVELOPMENT AGREEMENT is made as of November 30,
1992, by and between H.F. PROPERTIES, LTD., a California
corporation ("Owner"), and WESTCO MARINA, INC., a California
corporation ("Developer").

                            RECITALS

     A. Owner and Developer have previously entered into that
certain Development Agreement dated November 15, 1991, previously
amended once as of November 15, 1991, (the "Development Agreement")
 .

     B. Owner and Developer wish to amend the terms of the
Development Agreement so as to alter the manner in which both
construction cost savings and construction cost overruns affect the
computation of Developer compensation.

     C. Owner and Developer intend that upon the effectiveness of
this amendment, Developer shall not be specially penalized for
construction cost overruns or be specially rewarded for
construction cost savings.

     NOW THEREFORE, in consideration of their mutual covenants and
promises, the parties agree as follows:

     1. Section 10.2 of the Development Agreement is hereby revised
to provide as follows:

        1110.2 Net Profits Share. In addition to the Management Fee
set forth in Section 10.1, Owner shall pay to Developer a sum equal
to thirty percent (30%) of the net profits generated by the Project
(said amount being referred to as the Net Profits Share herein). As
used herein, the term 'net profits' shall mean the gross proceeds
from sales of the Homes reduced by all costs of the Homes
(including, but not limited to, land costs, development costs,
marketing costs and financing costs). The Net Profits Share shall
be paid to Developer on a pro ratax basis after Owner has recovered
its total doapital investment and its preferred return pursuant to
Section 14.4.11'.

     2. The language of Section 10.3 of the Development Agreement
is hereby deleted and in its place shall be substituted the
following words: "Intentionally omitted."

     3. Except as set forth above, the Development Agreement as
previously amended shall remain in full force and effect.

EXECUTED AS OF THE YEAR AND DATE FIRST WRITTEN ABOVE.


H.F. PROPERTIES                     WESTCO MARINA, INC.
a California Corporation            a California corporation
   /s/ Lawrence Weissberg               /s/ Britt Evans
By:Lawrence Weissberg               By: Britt Evans
Its: President                      Its: President