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                                                                 EXHIBIT 10.12

                     EXECUTIVE OFFICE SUITE SUBLEASE

THIS EXECUTIVE OFFICE SUITE SUBLEASE ("Sublease") is entered into as of
August 15, 1995 ("Effective Date"), by and between SHANNON COMMUNITIES OF
NEVADA, INC., a Nevada corporation ("Sublessor"), and TCS MORTGAGE, INC., a
California corporation ("Sublessee"), with respect to the following:

A. Sublessor holds a leasehold interest in certain office spaces ("Premises")
   pursuant to and as specifically described in that certain Office Lease for
   Spanish Oaks Plaza dated July 13, 1993, a copy of which is attached here to
   as Exhibit "A" and incorporated herein by this reference ("Master Lease").

B. Pursuant to Section 19 of the Master Lease, Sublessor may sublet the
   Premises upon certain conditions, including the prior written consent of the
   Landlord under such Master Lease.

C. Sublessor desires to sublet to Sublessee and Sublessee desires to hire
   from Sublessor, with the written consent of Landlord, a portion of the
   Premises to be used as an executive office suite by Tenant.

NOW, THEREFORE, in consideration of the foregoing and the covenants set forth
below, the parties agree as follows:

1. EXECUTIVE SUITE. Sublessor leases to Sublessee and Sublessee leases form
  Sublessor all of the following ("Executive Suites"):

  (a)  Exclusive right to occupy the office spaces ("Offices") highlighted on
       Exhibit "B": attached hereto, on the 2nd floor of the office building
       located at the following address ("Building"):

                             3150 West Sahara, Suite B-21
                             Las Vegas, Nevada 89102

  (b)  Exclusive right to use one (2) telephone sets to be located within the
       Office.

  (c)  Telephone equipment card usage for two (2) incoming/outgoing lines

  (d)  A nonexclusive right to use the conference room located within the
       Premises, to be scheduled on a first come basis for up to 10 hours per
       month included in rent, and thereafter as available, and payable in
       addition to the rent in accordance with Sublessor's current of rates.

  (e)  A nonexclusive right to use the kitchen area within the Premises.


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2. NATURE OF SUBLEASE. Sublease hereby acknowledges that the Premises is
   being leased by Sublessor pursuant to the Master Lease and that this
   Sublease if subject to all of the terms and conditions of the Master Lease.
   In connection with the Master Lease, Sublessor and Sublessee agree as
   follows:

   (a)  Sublessee shall assume and perform all of the obligations of
        Sublessor as "Tenant" under said Master Lease, to the extent the terms
        and conditions are applicable to the Office.

   (b)  Sublessee shall not commit or permit to be committed on the Premises,
        including the Office, any act or omission which violates any term or
        condition of the Master Lease.

   (c)  All of the terms and conditions of the Master Lease are incorporated
        herein as additional terms and conditions of this Sublease (with each
        reference therein to "Landlord" and "Tenant" to be deemed to refer to
        Sublessor and Sublessee, respectively) and, along with all of the
        provisions of this Sublease, shall constitute the entire terms and
        conditions of this Sublease.

3. TERM. The term of the sublease shall be for a period of six (6) months,
   commencing on August 15, 1995 and continuing until February 15, 1996, unless
   sooner terminated in accordance with this Sublease.  In the event that the
   Sublessor is unable to deliver possession of the Office at the commencement
   date described above, sublessor shall not be liable for any damage caused
   thereby, nor shall this Sublease be void or voidable, but Sublessee shall
   not be liable for rent until such time as Sublessor is able to deliver
   possession of the Office to Sublessee.

4. RENT.

   (a)  On or before the first day of each calendar month of the term of this
        Sublease, Sublessee shall pay to Sublessor in advance as rent for the
        Executive Suite and without deduction, offset, prior notice, or demand,
        the sum of EIGHT HUNDRED Dollars ($800.00) per month. If the term
        commences on a day other than the first day of the calendar month,
        rent shall be prorated for the first month based on that portion
        of the calendar month remaining.

   (b)  If rent is received after the 10th day of the month, there shall be a
        late charge of 10% of the monthly rent. All rent or other payments
        due under this Sublease shall be made by Sublessee to Sublessor at
        3150 West Sahara, B-21 Las Vegas, NV 89102.

5. ADVANCE PAYMENTS. Concurrently with the Sublessee's execution of this
   Sublease, Sublessee shall deposit with Sublessor the following:

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   (a)  SECURITY DEPOSIT. FIVE HUNDRED Dollars $500.00 to be held by Sublessor
        as a security deposit for the full and faithful performance of all of
        the terms, covenants and conditions of this Sublease. If Sublessee
        defaults with respect to any provision hereof, Sublessor may at its
        election apply or retain all or any part of the aforesaid security
        deposit for the payment of any other amount with Sublessor may spend
        or become obligated to spend by reason of Sublessee's default.
        Sublessor shall not be entitled to interest thereon. If Sublessee fully
        and faithfully performs every provision of this Sublease to be
        performed by Sublessee, the deposit or any balance thereof shall be
        returned to Sublessee at the expiration of the term of this Sublease
        and after Sublessee has vacated the Office. In the event of termination
        of Sublessor's interest in this Sublease, Sublessor shall transfer said
        deposit to Sublessor's successor in interest.

   (b)  TELEPHONE EQUIPMENT.  ONE HUNDRED Dollars ($100.00)to be held by
        Sublessor as a security deposit for telephone equipment. If Sublessee
        removes or damages the telephone(s), Sublessor may use, apply or retain
        all or any part of this security deposit to compensate Sublessor for
        any loss or damage caused by Sublessee. Sublessee shall, within ten
        (10) days after written demand, deposit cash with Sublessor in an
        amount sufficient to restore the deposit to its original amount.
        Sublessor shall not be required to maintain this security deposit
        separate from its general funds, and Sublessee shall not be entitled
        to interest thereon. If at the expiration of the term of this sublease,
        the telephone(s) are within the Office and undamaged, this security
        deposit shall be returned to Sublessee. In the event of termination
        of Sublessor's interest in this Sublease, Sublessor shall transfer said
        deposit to Sublessor's successor in interest.

6. USE. Sublessee shall use the Executive Suite for general office use. The
   Executive Suite shall not be used for any other purpose without the
   prior written consent of the Sublessor. The business of Sublessee shall
   be established and conducted throughout the prior written consent of the
   Sublessor. The business of Sublessee shall be established and conducted
   throughout the term of this Sublease in a first class manner. Sublessee
   shall not use or permit the Office or the premises to be used for the
   conduct of any offensive, immoral, illegal, noisy or dangerous trade,
   business, manufacture, or occupation, nor shall the Office or Premises
   be used to conduct an auction sale. Sublessee shall not do or allow
   anything to be done upon the Office or Premises which will cause
   structural injury to the Office, Premises or Building. The Office or
   Premises shall not be overloaded and no machinery, apparatus or other
   appliance shall be used or operated in or upon the Office or Premises
   which will in any manner injure, vibrate or shake the Office, Premises
   or Building. No use shall be made of the Office which will in any way
   impair the efficient operation of the sprinkler system within the
   Building.

7. EXECUTIVE SUITE EQUIPMENT. This Sublease authorizes Sublessee to have
   use of the

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   telephone equipment, and conference room. Sublessee shall not be entitled to
   use Sublessor's copy machines or facsimile machines.

8.  RELOCATION. Sublessor shall have the right at any time during the term of
    this Sublease, upon giving Sublessee not less than 60 days prior written
    notice, to provide and furnish and to remove and place Sublessee in such
    other office(s), with Sublessor to pay all reasonable out-of-pocket costs
    and expenses incurred by Sublessee as a result of such relocation, provided
    that such other office(s):

    (a)  are approximately the same size as the Office;

    (b)  contain comparable improvements as the Office; and

    (c)  are made available to Sublessee at then current rents, not to exceed
         the rent for the Office.

9.  RULES AND REGULATIONS. Sublessee shall faithfully observe and comply
    with any and all Rules and Regulations that Sublessor may from time to
    time promulgate, in addition to those Rules and Regulations set forth in
    the Master Lease.

10. TERMINATION. This Sublease may be cancelled by either party upon the
    expiration of thirty (30) days prior written notice.

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

SUBLESSOR:                        SHANNON COMMUNITIES OF NEVADA, INC. a Nevada
                                  Corporation


                                  By:
                                     -----------------------
                                     Thomas P. Dobron,
                                     President

SUBLESSEE:                        TCS MORTGAGE, INC., a California Corporation


                                  By:
                                     -----------------------
                                     Richard W. Jarrett II,
                                     President


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                         CONSENT AND WAIVER OF LANDLORD

The undersigned, Landlord under the Master Lease attached hereto as Exhibit
"A", hereby consents to the subletting of the Office described in Exhibit "B"
hereto and hereby waives any and all other requirements or obligations of
Sublessor to Landlord in connection with subletting the Office as set forth
in Section 19 of the Master Lease. This consent and waiver shall apply only
to this Sublease and shall not be deemed to be a consent or waiver as to any
other sublease of the Premises.

SPANISH OAKS LIMITED PARTNERSHIP



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Arthur V. Adams, General Partner             Date


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