EXHIBIT 10.01

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                       PURCHASE AGREEMENT
                                
          THIS PURCHASE AGREEMENT  (this "Agreement") is executed
as  of   the 5th day of August 1997, is effective, retroactively,
as of June 1, 1997, and is among Rio Development Company, Inc., a
Nevada  corporation ("Purchaser"), and Seven Hills  Golf  Limited
Partnership, a Nevada limited partnership ("Seller").

                         R E C I T A L S
                                
          WHEREAS,   Seller   owns  certain  real  property   and
improvements  thereon  within  the  Seven  Hills  Master  Planned
Community, located in the City of Henderson, State of Nevada  and
particularly  described on Exhibit "A" hereto  (the  "Property"),
which Property is anticipated to be developed and operated as  an
18-hole golf course with related improvements (the "Project");

          WHEREAS,  in  connection with the Project, Seller  also
owns  the Related Assets (as hereinafter defined), which  Related
Assets, together with the Property, are collectively referred  to
herein as the "Assets"; and

          WHEREAS, pursuant to the terms and conditions set forth
herein,  Seller  desires  to  sell  and  assign  the  Assets   to
Purchaser,  and  Purchaser desires to purchase and  acquire  same
from Seller.

          NOW,  THEREFORE,  for good and valuable  consideration,
the  receipt  and  sufficiency of which are hereby  acknowledged,
Purchaser and Seller hereby covenant and agree as follows:

          1.    SALE  OF THE ASSETS.   Subject to the  terms  and
conditions  set  forth  herein, at the  Closing  (as  hereinafter
defined)  Seller  shall  sell, transfer, assign  and  deliver  to
Purchaser, and Purchaser shall purchase and acquire from  Seller,
all  of Seller's existing assets and business with respect to the
Project,  including,  without limitation, the  assets  set  forth
below.  Except as otherwise expressly provided in this Agreement,
Purchaser  agrees that upon the Closing, Purchaser  shall  assume
all  liabilities and obligations to which Seller was subject,  as
of the Closing, in connection with the Related Assets.

                a.    THE  PROPERTY. The Property,  free  of  all
liens, exceptions and encumbrances except for those set forth  as
exceptions nos. 1, 2 (to the extent these cannot be determined at
Closing),  3  (to  the  extent  these  cannot  be  determined  at
Closing), 4, 5, 6, 8, 9, 10, 11, 12 (subject to Purchaser review)
13   and   14  (the  "Permitted  Exceptions")  on  that   certain
preliminary  title report (the "Title Report")  no.  97-06-0963LM
prepared  by Nevada Title Company ("Escrow Agent") at  7:30  A.M.
dated June 10, 1997, and any and all improvements thereon.  It is
agreed  that  any potential liens or actual liens recorded  by/on
behalf  of/because of Marnell Corrao Associates, Inc.,  a  Nevada
corporation ("MCA"), whether revealed on the Title Report or not,
shall be deemed Permitted Exceptions.

                b.    PERSONAL  PROPERTY:  The Personal  Property
listed  on Schedule 1 b., attached hereto and made a part  hereof
as if fully set forth;

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                c.    MARKS, DESIGNS.  All of Seller's rights and
entitlements to use the "Seven Hills" marks, insignia and designs
(the "Marks");

                d.    CONTRACTS.  All rights and interests in and
to   all   contracts,  agreements,  rights,  easements,   orders,
commitments, understandings and arrangements with respect to  the
Project,  including, without limitation, the contracts listed  on
Exhibit  "B" attached hereto (the "Contracts").  With respect  to
Seller's  Contract  with First Security Leasing  Company  ("First
Security")  for  the  lease  of certain  equipment  used  at  the
Property,  Purchaser agrees that at the Closing, Purchaser  shall
replace  Seller's  deposit to First Security  in  the  amount  of
$51,396,  and  that it shall execute and deliver  (or  cause  the
execution  and delivery) to First Security all such documents  as
may  be  necessary to replace Terry Johnston and Terry Taylor  as
guarantors under such First Security Contract;

                e.   PERMITS.  All permits owned by or issued  to
Seller  relating  to  the  Project and all  pending  applications
therefor (the "Permits");

                f.   BOOKS, RECORDS.  All originals or copies  of
all  books,  records, files and papers, whether in hard  copy  or
computer  format, used in connection with the Project, including,
without limitation, engineering information, manuals, data, sales
and  advertising materials and sales and purchase  correspondence
(but  excluding original documentation with respect  to  Seller's
construction  contract with Kajima Engineering and  Construction,
Inc., a California corporation ("Kajima")) (the "Records");

                g.   TECHNOLOGY, KNOW-HOW.  All technology, know-
how,  trade  secrets,  proprietary data, formulae,  research  and
development data, computer software programs and other intangible
property,  and any applications for the same, used by  Seller  in
connection with the Project (the "Know-how");

                h.    GOODWILL.   All  of  Seller's  goodwill  in
connection with the Project (the "Goodwill");

                i.    EASEMENTS.   All of Seller's  rights  under
easement agreements, or rights to obtain easements, with the City
of  Henderson  with  respect  to  golf-cart  underpasses  on  the
Property (the "Easements");

                j.   WARRANTIES.  All of Seller's rights, if any,
to  warranties from vendors, contractors and subcontractors  with
respect to the Property (the "Warranties");

                k.   BOARD POSITIONS.  All of Seller's rights  to
appoint  a  member to the Board of Trustees to  the  Seven  Hills
Master Association (the "Association") and all of Seller's rights
to  appoint a member to the architectural review committee of the
Association (collectively, the "Board Positions"); and

                l.    SILVER CANYON PARTNERSHIP.  All of Seller's
rights  to receive any property or performance from Silver Canyon
Partnership  with  respect to the Property as set  forth  in  the
Purchase, Sale and Development Agreement dated May 28,  1996  and
the Declaration of Easements, Covenants and Restrictions recorded
July 19, 1996 in Book 960719 as Document No.

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00118  in  the  official records of the Recorder of Clark County,
Nevada (the "Silver Canyon Rights").

The  Personal Property, Marks, Contracts, Permits, Records, Know-
how,  Goodwill, Easements, Warranties, Board Positions and Silver
Canyon Rights are collectively referred to herein as the "Related
Assets."    All  of  the  Related Assets  shall  be  conveyed  to
Purchaser   at   the   Closing  free   and  clear  of  all  liens
and  encumbrances except liens and encumbrances created under the
Orix Agreement or the Contracts.

          2.   CONSIDERATION.  The consideration for the transfer
of the Assets by Seller to Purchaser shall be:

                a.   CASH PURCHASE PRICE.  Cash payment to Seller
in  the  amount of $6,250,000 (the "Cash Purchase Price") {see  7
(a) for the Initial Payment as therein defined};

                b.    CANCELLATION  OF CERTAIN  PROMISSORY  NOTE.
Cancellation  of  that  certain Promissory  Note  made  by  Terry
Johnston payable to the order of Purchaser dated March 4, 1997 in
the  original principal amount of $3,750,000.00 (the "Note") with
an outstanding principal balance at June 1, 1997 of $5,299,654.72
of    which    $1,200,000.00   was   credited   to   the   stated
outstanding  principal  balance on June  30,  1997  and  will  be
redisbursed  at  the  Closing so the full  outstanding  principal
balance   on   the   Closing  Date  will  be  the   $5,299,654.72
as stated above; and

                c.   ASSUMPTION  OF  CERTAIN  LIABILITIES.    The
assumption of the liabilities as expressly provided in Section  3
hereof.

          3.   ASSUMPTION OF LIABILITIES.

          From  and   after  the  Closing Date,  Purchaser  shall
assume,  pay, perform and discharge the liabilities  incurred  in
connection  with  the  following obligations,  as  set  forth  in
Section 3(a) through 3(e) hereof:

                a.    ORIX LOAN.  That certain Construction  Loan
Agreement (the "Orix Agreement") dated July 2, 1996 among  Seller
and Orix USA Corporation, a Delaware corporation ("Orix") and the
Loan  Documents  (as such term is defined in the Orix  Agreement)
(the  loan balance under the Orix Agreement, as of June 1,  1997,
is approximately $3,708,777.00).

                b.   MCA PROJECT NO. 838-97. The amended contract
to  complete the golf course at the Project among Seller and MCA,
commonly  known  as MCA Project No. 838-97 (with  an  outstanding
obligation of approximately $4,500,000 as of June 1, 1997).

                c.    MCA PROJECT NO. 848-97.  The contract among
Seller and MCA, commonly known as MCA Project No. 848-97 (with an
outstanding obligation of approximately $1,000,000 as of June  1,
1997).

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                d.    MCA PROJECT NO. 878-97.  The contract among
Seller  and  MCA  to  construct the club house  at  the  Project,
commonly  known  as MCA Project No. 878-97 (with  an  outstanding
obligation of approximately $4,500,000 as of June 1, 1997).

                e.   ADDITIONAL EXPENSES AND LIABILITIES.  Except
as  expressly excluded in Section 3(f) below, all other  expenses
associated with the Project, the Property and the Related Assets,
commencing  as  of  June 1, 1997, including, without  limitation,
payroll   obligations,  obligations  under  the  First   Security
Contracts,  and  obligations  in  connection  with  fencing   and
portable  toilets at the Project, taxes and insurance, as  it  is
the  intent of the parties that the Purchaser is responsible  for
costs  incurred  on  and after June 1, 1997  and  the  Seller  is
responsible for costs incurred prior to June 1, 1997 which, as of
the date of Closing, have not been paid either through the use of
the  proceeds advanced under the Promissory Note (see Section 2b)
or  payments  made  by MCA or costs incurred by  MCA  under,  MCA
Project  Nos.  838-97, 848-97 and 878-97 whether  MCA  made  such
payments or incurred such costs prior to or after June 1, 1997.

                f.    LIABILITIES NOT ASSUMED. In no event  shall
Purchaser  assume or incur any liability under this Agreement  or
otherwise  in  respect of (i) any federal, state or local  income
tax,  business, occupation, withholding or similar tax  or  other
tax  payable in connection with the Project or the Assets arising
prior  to  the  Closing Date or as a result of the Closing;  (ii)
the  agreement   between  Seller  and  Rees   Jones,  Inc.   with
respect to certain design and construction of the golf course  at
the   Project,  provided  that  Seller  will  execute  a  Partial
Assignment of this contract, assigning to Purchaser the  benefits
of  the  contract, but not the obligations of the contact; and/or
(iii)  that  certain mechanics' lien recorded by Kajima on  April
10, 1997, as amended on April 11, 1997 in the Official Records of
Clark County, Nevada, with respect to the Property.
     
     In  addition,  Purchaser shall not be  responsible  for  the
breach  by Seller of any provision set forth in any agreement  or
other  instrument described in Section 3(a) through  3(e)  hereof
which  occurred before the date hereof and Seller  hereby  agrees
that  it  shall indemnify and forever hold Purchaser harmless  in
connection with any such breach.
     
          4.   REPRESENTATIONS OF SELLER.   Seller represents and
warrants  that the following are true and correct in all respects
as  of  June  1,  1997 and shall be true and correct  as  of  the
Closing:

                a.    PARTNERSHIP  ORGANIZATION.    Seller  is  a
limited partnership duly organized, validly existing and in  good
standing  under  the  laws of the State of Nevada,  and  has  all
necessary limited partnership powers to own its properties and to
carry on its business as now owned and operated by it.

                b.    AUTHORITY.   As  of the  Closing,  Seller's
partners  (both  general and limited) shall have duly  authorized
and  approved the execution of this Agreement and the sale of the
Assets  as contemplated herein, as required under Nevada law  and
Seller's  Amended  and Restated Agreement of Limited  Partnership
[undated] (the "Partnership Agreement").

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                c.   MARKETABLE  TITLE.    To  the  best  of  its
knowledge,  Seller has good and marketable title to  the  Related
Assets.   The  Assets  constitute  all  of  Seller's  assets   in
connection with the Project.  None of the Assets are the  subject
of,  or, to the best of Seller's knowledge, are targeted for, any
proceeding in eminent domain.

                d.   TRANSACTION  NOT  A  BREACH.    Neither  the
execution  of  this  Agreement nor the transactions  contemplated
hereby  will  result  in  or constitute  a  breach  or  violation
(whether with notice or lapse of time or both) of the Partnership
Agreement or any lease, contract, mortgage or other agreement  by
which  Seller  is bound, except as to any consents  or  approvals
required and specified herein.

                e.   LITIGATION.      To  the  best  of  Seller's
knowledge,  except with respect to the mechanics liens  reflected
as   items  15  and  16  on  the  Title  Report,  there  are   no
investigations,  actions,  suits, charges,  complaints  or  other
proceedings of any character pending, or, to the best  of  Seller
knowledge, threatened or otherwise asserted against or  involving
the Seller which could reasonably be expected to affect the title
of  the  Property,  at  law or in equity or before  any  federal,
state,  or other governmental division, agency or instrumentality
and  no  circumstances are known by Seller to exist  which  would
give rise to any such action, suit or proceeding.

                f.   MANAGEMENT OF THE PROJECT.  Other than  that
certain  Management Agreement dated January 1, 1996 among  Seller
and  Mulligan Management Company, LLC (the "Mulligan Agreement"),
there  are  no agreements to which Seller is party  or  by  which
Seller is bound with respect to supervising and/or operating  the
Project.

                g.   COMPLIANCE  WITH CC&RS.    To  the  best  of
Seller's  knowledge,  Seller  is in compliance  in  all  material
respects with the terms and provisions of (i) that certain Master
Declaration   of  Covenants,  Conditions  and  Restrictions   and
Reservation  of  Easements  for Seven Hills  executed  by  Silver
Canyon  Partnership  and  dated  October  9,  1995  (the  "Master
Declaration"),  including  without  limitation,  compliance  with
Article  IX  thereof  relating  to  architectural  and  landscape
matters;   and  (ii)  that  certain  Declaration  of   Easements,
Covenants and Restrictions (Golf Course Dedication) dated May 28,
1996   among   Silver   Canyon   Partnership   and   the   Seller
(collectively, the "CC&Rs").  Purchaser and Seller agree that the
existing landscaping of the "Golfscape" (as such term is  defined
in Section 1.30 of the Master Declaration) shall, for purposes of
this  Agreement,  be deemed to be in compliance in  all  material
respects with the CC&Rs.

                h.     EMPLOYEES.    To  the  best  of   Seller's
knowledge, as of the date of the execution of this Agreement  and
the  Closing  Date, Seller is not delinquent in any fashion  with
respect to payroll taxes, industrial insurance premiums, FICA and
any  other  matter or matters with respect to its  employees  and
employment and labor-related obligations.

                i.   ENVIRONMENTAL COMPLIANCE.   To the  best  of
Seller's knowledge and without independent inquiry on the part of
Seller, and except for any violations caused by MCA, Seller is in
compliance  with  all Environmental and Safety  Requirements  (as
hereinafter defined) and possesses all required permits, licenses
and  certificates,  and  has filed all  notices  or  applications
required  by  the Environmental and Safety Requirements;  EXCEPT,
HOWEVER, where

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such noncompliance with Environmental and Safety Requirements  or
failure  to  possess required permits, licenses and  certificates
would  not,  individually or in the aggregate,  have  a  material
adverse  effect upon the Property.   In addition, Seller has  not
been subject to, and has not received any notice of, any private,
administrative  or  judicial action, or notice  of  any  intended
private,  administrative, or judicial  action,  relating  to  the
presence   or   alleged  presence  of  Hazardous  Materials   (as
hereinafter  defined)  in, under or upon  the  Property,  and  to
Seller's  knowledge, Seller does not have any material basis  for
any such notice or action.

     Without independent inquiry on the part of Seller, there are
no pending, or, to the knowledge of Seller, threatened actions or
proceedings (or notices of potential actions or proceedings) from
any  governmental  authority or any other  entity  regarding  any
matter   relating  to  health,  safety  or  protection   of   the
environment with respect  to the Property.  In addition,  to  the
knowledge  of Seller and without independent inquiry  by  Seller,
there  are  no,  and there have been no, past or present  events,
conditions,  circumstances, activities, practices,  incidents  or
actions  which could reasonably be expected to interfere with  or
prevent  continued compliance with any Environmental  and  Safety
Requirements, give rise to any legal obligation or liability,  or
otherwise  form  the material basis of any claim,  action,  suit,
proceeding,  hearing or investigation against  or  involving  the
Property, under any Environmental and Safety Requirements.

     For  purposes of this Agreement, "Environmental  and  Safety
Requirements" means all applicable federal, state and local laws,
rules,  regulations,  ordinances  and  requirements  relating  to
public health and safety, worker health and safety, and pollution
and  protection  of the environment, as the same may  be  amended
from  time  to  time;  and  "Hazardous Material"  means,  without
limitation,   (i)  hazardous  materials,  hazardous   substances,
extremely  hazardous substances and hazardous  wastes,  as  those
terms  are  defined by the Comprehensive Environmental  Response,
Compensation and Liability  Act, 42  U.S.C.  Sec. 9601  et   seq.
("CERCLA"), the Resource Conservation and Recovery Act, 42 U.S.C.
Sec.  6901  et  seq. ("RCRA"),  and  any  other Environmental and
Safety   Requirements;   (ii)   petroleum,   including,   without
limitation,  crude   oil  or any fraction thereof which is liquid
at  standard  conditions  of temperature and pressure (60 degrees
Fahrenheit and 14.7 pounds per  square inch absolute); (iii)  any
radioactive material, including, without limitation, any  source,
special nuclear,  or  by-product material as defined in 42 U.S.C.
Sec. 2011 et seq.; and (iv) asbestos.

     Seller's  representations and warranties set forth  in  this
Section  4(j)  shall survive the termination  of  this  Agreement
until such time as all appropriate Certificates of Occupancy have
been issued in connection with the clubhouse at the Project.

          5.   REPRESENTATIONS OF PURCHASER. Purchaser represents
and  warrants  that  the following are true and  correct  in  all
respects  on the date hereof and will be true and correct  as  of
the Closing:

                a.    CORPORATE  ORGANIZATION.   Purchaser  is  a
corporation duly organized, validly existing and in good standing
under  the  laws  of the State of Nevada, and has  all  necessary
corporate  powers  to  own its properties and  to  carry  on  its
business as now owned and operated by it.

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                b.  AUTHORITY. Purchaser's Board of Directors has
duly authorized and approved the execution of this Agreement  and
the  acquisition  by  Purchaser of  the  Assets  as  contemplated
herein, as required under Nevada law and Purchaser's Articles  of
Incorporation and Bylaws.

                c.   QUALIFICATION.   Purchaser is duly qualified
to do business in the State of Nevada.

          6.    CONDITIONS PRECEDENT.   In addition to the  other
terms and provisions set forth in this Agreement, this Agreement,
and  the  rights,  entitlements and obligations  of  the  parties
hereto,  is  subject to, and is expressly conditioned  upon,  the
occurrence, on or before the Closing, of the following:

                a.   PARTNER CONSENTS.  The  receipt by Seller of
the consent of all of the partners (both general and limited)  of
Seller,  to  the sale of the Assets, in accordance  with  Section
9.3(e) of the Partnership Agreement.

                b.   MECHANICS' LIEN.  The release or bonding  of
that  certain  mechanics' lien recorded by Kajima  on  April  10,
1997,  as  amended on April 11, 1997 in the Official  Records  of
Clark County, Nevada, with respect to the Property.

                c.    ADDITIONAL CONSENTS.  The receipt by Seller
of all necessary consents and/or approvals required in connection
with  the sale and transfer of the Assets as contemplated by this
Agreement.

                d.    TERMINATION OF MANAGEMENT  AGREEMENT.   The
termination by Seller of the Mulligan Agreement.

                e.     REPRESENTATIONS  AND  WARRANTIES  TRUE  AT
CLOSING.   All representations and warranties of Seller shall  be
true  on  the  Closing  Date, as though such representations  and
warranties were made on such date.

                f.    RISK OF LOSS. Risk of loss with respect  to
any  and  all  of the Assets prior to the Closing shall  be  upon
Purchaser;  PROVIDED HOWEVER, that in the event of a casualty  as
to  the  Assets (or any of them), Purchaser shall be entitled  to
any  available insurance proceeds with respect thereto  from  any
applicable  policy  of insurance covering the  same  wherein  the
Seller is the insured.

                g.   KAJIMA PARTNERSHIP INTERESTS. Seller's shall
have  obtained all of  the  limited partnership interests held by
Kajima in Seller.

                h.    ORIX LOAN.  Seller shall have obtained from
Orix  all  necessary documents to allow Purchaser to  assume  the
Orix  Loan  evidenced  by the  Orix Agreement.

                i.   SURVEY OF GOLF COURSE. An ALTA survey of the
Golf Course, acceptable as to encroachments by Purchaser, if any.

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          7.   THE CLOSING. The date on which the purchase of the
Assets as contemplated by this Agreement shall be consummated  is
referred to herein as the "Closing Date," and the transaction  by
which Purchaser so acquires title to the Assets is referred to as
the  "Closing."  Except as otherwise provided herein, the Closing
shall   occur   by   the   earlier   of   August   29,  1997   or
two  (2) business days after the later of the satisfaction of the
either Kajima contingency set forth in Section 6(g) above or Orix
contingency set forth in Section 6(h) above;, unless extended  in
a writing executed by the Purchaser, provided that such extension
or  extensions,  in  the  aggregate do  not  exceed  thirty  (30)
calendar  days   or extended because the contingency  related  to
either  (or both) Kajima set forth in Section 6(g) above or  Orix
set  forth  in Section 6(h) above has (have) not been  met.   The
Closing shall take place at 9:00 a.m. on the Closing Date at  the
office  of  the Escrow Agent. 

                a.    CERTAIN PAYMENT PRIOR TO CLOSING.  On  June
30, 1997, Purchaser provided Seller with the sum of $2,000,000 of
the Cash Purchase Price (the "Initial Payment").

                b.    SELLER'S CLOSING ITEMS.  Not less than  one
(1)  business day prior to the Closing Date, Seller shall deliver
to  Escrow  Agent the following: (i)  a Grant, Bargain  and  Sale
Deed  (the  "Deed") conveying title to the Property to  Purchaser
subject  only  to  the Permitted Exceptions;   (ii)  real  estate
transfer  declarations for state, county and  local  authorities;
(iii)  a  commitment  for ALTA coverage title  insurance  in  the
amount   of  $21,250,000.00  and  issued  through  Escrow  Agent,
covering the Property and showing title in Seller subject only to
the  Permitted  Exceptions (iv) appropriate  assignments  of  the
Related  Assets (which may include, without limitation, bills  of
sale,   assignments  of  the  Silver  Canyon  Rights,  the  Board
Positions,  the  Marks and the Contracts,  and  delivery  of  the
original  Permits or copies thereof, the Warranties, the  Records
and  the  Know-how) all as set forth on Schedule  7  b.  attached
hereto  and  made  a  part  hereof as if  fully  set  forth;  (v)
personnel  records of Seller's employees who shall be  terminated
by  Seller prior to the Closing and who will become employees  of
Purchaser;  and,  (vi)  such  other customary  documents  as  may
reasonably  be  required by Purchaser in order to consummate  the
transactions contemplated by this Agreement.   It is agreed  that
the real property transfer tax with respect to the Property shall
be  based upon the agreed-upon net sales price of the Property of
$6,250,000  and  the Seller will execute a Clark  County,  Nevada
Declaration of Value stating same.

                c.    PURCHASER'S CLOSING ITEMS.  Purchaser shall
deliver  to  the Escrow Agent not less than one (1) business  day
prior  to  the Closing Date the following: (i) cash in an  amount
equal  to the Cash Purchase Price less the amount of the  Initial
Payment;  (ii)  the original Note, which Note,  at  the  Closing,
shall  each  be marked "canceled;" (iii) the original  promissory
note  evidencing Seller's obligations with respect to the Initial
Payment,  which note, at the Closing, shall be marked "canceled;"
(iv)  all  Closing  escrow costs; (v) an  express  assumption  by
Purchaser  of Seller's rights, obligations and liabilities  under
both  the  CC&Rs  and Golf Course Declaration;  (vi)  an  express
assumption  by  Purchaser  of Seller's  rights,  obligations  and
liabilities  under  the Orix Agreement and,  in  the  event  Orix
refuses  to provide Seller with a release of Seller's obligations
under  the  Orix  Agreement  at  such  time,  an  indemnity  from
Purchaser in favor of Seller with respect thereto; (vii)  payment
of  the  closing costs (escrow fees, transfer taxes, title costs,
filing  fees); and (viii) such other customary documents  as  may
reasonably  be  required  by Seller in order  to  consummate  the
transactions contemplated by this Agreement.

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          8.    FURTHER ASSURANCES.  Seller hereby agrees that it
shall  execute and deliver all deeds, bills of sale, conveyances,
and  other  instruments as may be necessary or appropriate  under
the  circumstances  in order to vest title in  Purchaser  to  the
Assets.  Seller shall cooperate with Purchaser in the preparation
and  filing  of  documents  of  transfer  and/or  assignment   of
licenses,  permits  and  applications  in  connection  with   the
Project.

          9.   PROPERTY-LINE ADJUSTMENT DISCLOSURE.  Purchaser is
aware that as of the Closing, there are on-going adjustments with
respect  to  the property line between the Property  and  certain
residential  lots adjacent thereto.  Purchaser hereby  agrees  to
indemnify  and  hold  Seller  harmless  in  the  event  any  such
adjustments  cause  the  Property  to  differ  from   the   legal
description thereof set forth on Exhibit "A" hereto.

          10.  MISCELLANEOUS.

                a.    GOVERNING  LAW.   This Agreement  shall  be
construed by, and construed in accordance with, the laws  of  the
State of Nevada.

                b.    BINDING  EFFECT.  This Agreement  shall  be
binding  upon, and shall inure to the benefit of the parties  and
their respective heirs, successors and assigns.

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

                d.  NOTICES.  All notices, requests, demands, and
other communications hereunder shall be in writing, and be deemed
to  have  been  duly  given if delivered or mailed,  first  class
postage prepaid, to the address of the appropriate party as shown
on the signature pages hereof, or such other address as any party
may designate from time to time.

                e.    NON-WAIVER.  No delay or failure by  either
party  to exercise any right hereunder, and no partial or  single
exercise of any such right, shall constitute a waiver of that  or
any other right, unless otherwise expressly provided herein.

                f.  HEADINGS.  Headings in this Agreement are for
reference and convenience only and shall not be used to interpret
or construe the provisions of this Agreement.

                g.  TIME OF ESSENCE.  Time is of the essence with
respect to every provision of this Agreement.

                h.      ENTIRE  AGREEMENT;  MODIFICATION.    This
Agreement  supersedes all prior agreements of the parties  hereto
with  respect  to  the subject matter hereof, including,  without
limitation,  that certain Letter of Intent dated March  4,  1997,
and  constitutes the entire agreement between the parties  hereto
with  respect  to the subject matter hereof.  This Agreement  may
not  be amended or modified except by an instrument duly executed
by the parties hereto.

                                9
<PAGE>

                i.   BROKER'S FEES.  Neither Purchaser nor seller
has engaged any party, including a licensed real-estate broker to
represent the Purchaser in its purchase or the Seller in its sale
as  contemplated  under this Agreement and each party  represents
and  warrants  that no other advisor, broker or finder  has  been
engaged  or  retained by it for the purpose of  assisting  in  or
arranging the purchase and sale contemplated under this Agreement
(or  any  part  thereof) or is entitled to a  fee  in  connection
therewith  and  each  party,  based on  the  representations  and
warranties contained in this item (i) agrees to indemnify  defend
and  hold  harmless  the other party for any such  claims,  which
indemnity shall survive the Closing under this Agreement.

     IN  WITNESS  WHEREOF, Purchaser and Seller have  signed  ten
(10)  originals of this Agreement on the day and year  first  set
forth above.

"PURCHASER"                          "SELLER"

Rio  Development  Company, Inc., a    Seven Hills Golf Limited Partnership,
Nevada corporation                    a Nevada limited partnership

By: /s/ James A. Barrett, Jr.               By: Three Putt, Inc., a
                                                Nevada corporation, its
James A. Barrett, Jr. Its, President            general partner

                                                By: /s/ Terry G. Taylor

                                                Terry G. Taylor, Its Secretary:

                               10
<PAGE> 

                            EXHIBIT A
                                
                Legal Description of the Property
                                
Parcel One (1):

Golf Course Parcels Three (3), Four (4) and Five (5) of Lot AA of
Seven  Hills Formerly Silver Canyon, as Shown by Map  Thereof  on
File  in  Book 73 of Plats, Page 95, in the Office of the  County
Recorder of Clark County, Nevada.

Parcel Two (2):

Golf  Course Parcels One (1), Two (2), Six (6) and Seven  (7)  of
Lot  BB  of Seven Hills Formerly Silver Canyon, as Shown  by  Map
Thereof  of File in Book 73 of Plats, Page 96, in the  Office  of
the County Recorder of Clark County, Nevada.

Parcel Three (3):

An  easement  for ingress and egress over, upon  and  across  the
private  streets  and  walkways  and  use  of  the  common   area
facilities  for all owners, families and guests as  described  in
the Master Declaration of Covenants, Conditions, Restrictions and
Reservation  of Easements for Seven Hills, recorded  October  12,
1995, in Book 951012 as Document No. 00849 of Official Records.

                               11
<PAGE>

                            EXHIBIT B
                                
                        List of Contracts
                                
     1.   Agreement for Use of Reclaimed Water dated  October 28,
1992, by and between  City of Henderson, Nevada and  Cosmo  World
of Nevada, Inc.

     2.   Sewer  Access  and Maintenance Agreement dated June 13,
1995, by  and  between  City  of  Henderson  and  Silver   Canyon
Partnership, d.b.a. Seven Hills.

     3.   Water  Service  Contract  dated February 6, 1996 by and
between Silver Canyon Partnership and City of Henderson.

     4.   Effluent  Reuse  Management  Plan,  dated  February 10,
1995,  as  included  in  the  Reclaimed  Water   Management  Plan
prepared  for  Seven Hills and approved by letter dated March 31,
1995 from  the  Nevada  Department  of  Conservation  and Natural
Resources Division of Environmental Protection.

     5.   Stormwater     General     Discharge     Permit     No.
GNV0022241-30533 Seven Hills.

     6.   Declaration  of  Easements, Covenants, and Restrictions
(Golf Course  Declaration) recorded July 19, 1996 in Book  960719
as  Document  No.  00118 in the official records of the  Recorder
of Clark County, Nevada.

     7.    Agreement  dated _________________ by an between First
Security Leasing Company ("First Security") and SHGLP.

     8.    Agreement  dated _________________ by an between First
Security Leasing Company ("First Security") and SHGLP.

     9.    Agreement  dated _________________ by an between First
Security Leasing Company ("First Security") and SHGLP.

     10.   Construction Loan Agreement dated July 2,  1996  among
SHGLP  and Orix USA Corporation, a Delaware corporation  and  the
Loan Documents (as such term is defined in the Orix Agreement).

     11.  The amended contract to complete the golf course at the
Project  among SHGLP and Marnell Corrao Associates, Inc. commonly
known as MCA Project No. 838-97.

     12.  The contract among SHGLP and MCA, commonly known as MCA
Project No. 848-97.

     13.   The contract among SHGLP and MCA to construct the club
house at the Project, commonly known as MCA Project No. 878-97.

                               12
<PAGE>

     14.   Agreement dated _________________ among SHGLP and  Las
Vegas Fertilizer for grow-in materials at the Project.

     15.   Purchase, Sale and Development Agreement dated May 28,
1996   among   Silver  Canyon  Partnership,  a   Nevada   general
partnership, and Seven Hills Golf Limited Partnership,  a  Nevada
limited partnerships ("SHGLP").

     16.   Agreement dated ________________ among First  Security
Bank and SHGLP.

    TO BE SUBSTITUTED AT CLOSING WITH A REPLACEMENT EXHIBIT,
                COMPLETED AS TO ALL BLANK ENTRIES
                                
                               13
<PAGE>

                          SCHEDULE 1.b.
                                
                        PERSONAL PROPERTY
                                
        TO BE SUBSTITUTED AT CLOSING WITH THE FULL LISTING
                                
                               14
                                
<PAGE>

                         SCHEDULE  7 (b)
                                
                           LISTING OF
          APPROPRIATE ASSIGNMENTS OF THE RELATED ASSETS
                                
 TO BE REPLACED AT CLOSING WITH A COMPLETED SCHEDULE LISTING ALL
ASSIGNMENTS TO BE EXECUTED AT CLOSING, INCLUDING, BUT NOT LIMITED
    TO THOSE RELATED TO ITEMS 1 - 16 SET FORTH ON EXHIBIT "B"