Exhibit 10.259


                               PURCHASE AGREEMENT
                               ------------------

     THIS PURCHASE AGREEMENT (this "Agreement") is entered into as of August 30
2002  by  and  between  OB  Sports,  LLC,  a  Delaware limited liability company
("Seller"), and Mego Financial Corp. d/b/a Leisure Industries Corporation, a New
York  corporation  ("Purchaser").


                                 R E C I T A L S
                                 - - - - - - - -

     A.     Seller  owns  all  of  the  outstanding  limited  liability  company
membership  interest  (the "Membership Interests") of Cimarron Golf Club, LLC, a
Delaware  limited  liability  company  (the  "Company").


     B.  The  Company  (i) owns approximately 105 acres of real property as more
fully  described  on  Exhibit  A  (the  "Owned Property") and (ii) leases or has
easement  access  to  an  additional  approximately  133 acres pursuant to those
certain  ground  leases  and  easement  agreement,  each  of which is more fully
described  on  Exhibit  B  (the  "Leased  Property"  and together with the Owned
Property,  the  "Property"),  on  which an 18-hole championship golf course (the
"Championship  Golf  Course")  and  an 18-hole executive golf course at Cimarron
Golf Resort (the "Executive Golf Course" and together with the Championship Golf
Course,  the  "Golf  Courses")  and  the improvements thereon (including, but no
limited  to,  a  clubhouse  complex, turf care / maintenance building, golf cart
storage  facility,  practice  greens,  driving range, parking areas, rest rooms,
snack  bar,  drinking  fountains,  water  elements,  cart  paths  and  related
landscaping)  are  situated.

     C.  The  Company  is also engaged in the business of operating and managing
the  Golf  Courses  and  related  businesses  (the  "Business").


     D.     Purchaser  desires  to  purchase  all  the  outstanding  Membership
Interests  owned  by  Seller  in  the  Company  and  Seller desires to sell such
Membership  Interests  to  Purchaser, on the terms and subject to the conditions
herein  contained.

                               A G R E E M E N T S
                               - - - - - - - - - -

     Therefore, for good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,  the  parties  agree  as  follows:

                                    ARTICLE I
               Purchase and Sale of Membership Interests; Closing
               --------------------------------------------------

     1.1     Agreement  to Purchase and Sell Membership Interests.  On the terms
and  subject  to  the  conditions  contained in this Agreement, Purchaser hereby
agrees  to  purchase from Seller, and Seller hereby agrees to sell to Purchaser,
all  of  the  outstanding  Membership Interests, free and clear of all liens and
encumbrances  of every kind and nature whatsoever, whether arising by agreement,
operation  of  law  or  otherwise  (collectively,  "Claims").

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     1.2     Consideration.  As  consideration  for  the  Membership  Interests,
Purchaser  agrees  to:  (i)  assume all of the Company's outstanding liabilities
disclosed  in  the June 30, 2002 Pro Forma Balance Sheet included as part of the
Disclosure  Schedule,  which  includes  the  Mortgage  Debt,  Capital  Lease
obligations, Operating Leases and Land Leases set forth in the Debt / Commitment
Schedule  as  of  July  31,  2002  included  as  part of the Disclosure Schedule
(provided,  however,  the  Mortgage Debt and Capital Lease obligations shall not
exceed  $10,000,000)  and all current liabilities incurred by the Company in the
ordinary  course  of  business  since  June  30,  2002;  and (ii) issue Seller a
promissory  note in the principal amount of Nine Hundred Twenty Thousand Dollars
($920,000)  (the  "Note"),  which amount shall bear interest at the rate of 5.0%
per annum (which rate shall increase in the event of a default under the Note as
provided  therein)  and  shall be payable in thirty-six (36) monthly payments of
principal  and  interest on the last day of each month commencing on January 31,
2003  and  continuing through December 31, 2005.  A copy of the Note is attached
hereto  as  Exhibit  C.


     1.3     Closing.  The  transaction  contemplated by this Agreement shall be
consummated  (the  "Closing")  at  such  time  and  place to be agreed to by the
parties,  provided  that the conditions of Closing set forth in Sections 4.1 and
4.2  hereof  are  satisfied  or waived (subject to Section 6.1(b)).  The date on
which  the  Closing  shall  occur  in  accordance with the preceding sentence is
referred  to  in  this  Agreement  as  the  "Closing  Date".


     1.4     Taxes  and  Refunds.  Purchaser  shall be responsible for all taxes

and  assessments,  including  supplemental  taxes  and  the  $5,000 property tax
consultant  fee,  for  the Company for the fiscal year commencing June 30, 2002,
provided that Purchaser shall be entitled to any tax refunds due the Company for
any  prior  fiscal  year.


                                   ARTICLE II
                         Representations and Warranties
                         ------------------------------

     2.1     Representations  and Warranties of Purchaser.  Purchaser represents
and  warrants  to  Seller  as  follows:

          (a)  Organization.  Purchaser is a corporation duly organized, validly
     existing  and  in  good  standing, under the laws of the State of Delaware.
     Purchaser is qualified to transact business and is in good standing in each
     jurisdiction  in  which  the  nature  of  its  business  or location of its
     properties  requires  such  qualification  and  in  which the failure so to
     qualify  could  reasonably be expected to have a material adverse effect on
     the  Company.

          (b)  Authority.  Purchaser  has  full corporate power and authority to
     enter  into  and  perform  this  Agreement.  The  execution and delivery by
     Purchaser  of  this  Agreement  and  the  performance  by  Purchaser of its
     obligations  hereunder  have  been  duly  authorized  and  approved  by all
     requisite  corporate  action.  This  Agreement  has  been duly executed and
     delivered  by  a  duly  authorized  officer  of  Purchaser.
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          (c)  Consent.  No  consent,  authorization,  order  or approval of, or
     filing  or  registration  with, any governmental commission, board or other
     regulatory  body  of the United States or any state thereof is required for
     or  in  connection  with  the  consummation by Purchaser of the transaction
     contemplated  hereby.

          (d)  Noncontravention.  Neither  the  execution  and  delivery of this
     Agreement  by  Purchaser,  nor  the  consummation  by  Purchaser  of  the
     transaction  contemplated  hereby, will conflict with or result in a breach
     of  any  of  the  terms,  conditions  or  provisions  of its Certificate of
     Incorporation  or  by-laws, or of any statute or administrative regulation,
     or  of  any  order,  writ,  injunction,  judgment or decree of any court or
     governmental  authority  or  of  any  arbitration  award.

          (e) Litigation. There is no action, suit, proceeding, investigation or
     administrative  proceeding  or  arbitration  by  any governmental authority
     pending  or threatened that could reasonably be expected to have a material
     adverse effect on the consummation of the transactions contemplated hereby.

          (f)  Broker's Commission. Neither Purchaser, nor any of its Affiliates
     (as  defined  below)  has  dealt with any person or entity who is or may be
     entitled to a broker's commission, finder's fee, investment banker's fee or
     similar  payment  for  arranging  the  transaction  contemplated  hereby or
     introducing  the  parties  to each other. As used herein, an "Affiliate" is
     any  person  or  entity  which  controls  a  party to this Agreement or the
     Company, which that party or the Company controls, or which is under common
     control  with  that  party  or  the  Company.

     2.2     Representations  and  Warranties  of Seller.  Seller represents and
warrants  to  Purchaser  that, except as set forth in the schedules delivered by
Seller  to  Purchaser  concurrently  herewith and identified collectively as the
"Disclosure  Schedule":


          (a)  Organization.  The  Company  is  a limited liability company duly
     organized,  validly  existing  and  in  good standing under the laws of the
     State of Delaware and has full power and lawful authority to own, lease and
     operate its assets, properties and business and to carry on its business as
     now conducted. The Company is qualified to transact business and is in good
     standing  in  each  jurisdiction  in  which  the  nature of its business or
     location  of  its  properties  requires such qualification and in which the
     failure  so  to  qualify  could  reasonably  be expected to have a material
     adverse  effect  on  the  Company.

          (b)  Authority. Seller has full corporate power and authority to enter
     into  and  perform  this Agreement. The execution and delivery by Seller of
     this  Agreement  and the performance by Seller of its obligations hereunder
     have  been  duly authorized and approved by all requisite corporate action.
     This  Agreement  has  been duly executed and delivered by a duly authorized
     officer  of  Seller.

          (c)  Consent.  No  consent,  authorization,  order  or approval of, or
     filing  or  registration  with, any governmental commission, board or other
     regulatory  body of the United States or any state or political subdivision
3
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     thereof is required for or in connection with the consummation by Seller of
     the  transactions  contemplated  hereby.

          (d)  Noncontravention.  Neither  the  execution  and  delivery of this
     Agreement  by  Seller,  nor  the  consummation by Seller of the transaction
     contemplated hereby, will conflict with or result in a breach of any of the
     terms,  conditions  or  provisions of Seller's or the Company's Articles of
     Organization  or  Limited Liability Company Agreement, or of any statute or
     administrative  regulation,  or of any order, writ, injunction, judgment or
     decree  of  any court or governmental authority or of any arbitration award
     to which the Company or Seller is a party or by which the Company or Seller
     is  bound.

          (e) Litigation. There is no action, suit, proceeding, investigation or
     administrative  proceeding  or  arbitration  by  any governmental authority
     pending  or  threatened against the Company or Seller that could reasonably
     be  expected  to  have a material adverse effect on the consummation of the
     transactions  contemplated  hereby  or  affecting  the  Company's Property,
     operations,  business,  products,  sales  practices or financial condition.

          (f)  Company  Records.  True  and  complete  copies of the Articles of
     Organization  and  any  amendments  thereto,  the Limited Liability Company
     Agreement,  as  amended and currently in force, all membership records, and
     all  minute  books  and  records  of  the  Company, have been furnished for
     inspection  to  Purchaser.  Said  records accurately reflect all membership
     interest  transactions and the current ownership of the Company. The minute
     books  and  records  of the Company contain true and complete copies of all
     resolutions  adopted  by the members or the managers of the Company and any
     other  action  formally  taken  by  them  respectively  as  such.

          (g)  Equity Ownership. Seller owns 100% of the Membership Interests of
     the  Company  free  and  clear of any Claims. There are no interests of the
     Company  of any other class authorized, issued or outstanding. There are no
     outstanding  subscriptions, options, warrants, rights (including preemptive
     rights),  calls,  convertible securities or other agreements or commitments
     of  any  character  obligating  the  Company  to  issue  any  interests  or
     securities  of  any  kind  or  Seller  to  sell  or transfer its Membership
     Interests  in  the  Company.

          (h)  Financials.  Complete  and  accurate  copies  of  the  original
     construction  budget  and  the unaudited balance sheets and profit and loss
     statements,  together  with  any  supplementary information thereto, of the
     Company  for  the  fiscal years 2000 and 2001, the year-to-date ended March
     31,  2002  and  the  months ended April 30, 2002, May 30, 2002 and June 30,
     2002  (collectively,  the  "Financial  Statements")  have been delivered to
     Purchaser.  The  Financial Statements accurately and completely reflect the
     financial  position  of the Company as of the dates thereof and the results
     of operations of the Company for the periods covered by said statements, in
     accordance  with  generally  accepted  accounting  principles  ("GAAP")
     consistently  applied.

                                        4
<PAGE>
          (i)  Title  to  Assets.  With  the  exception  of  the lien of Textron
     Financial  Corporation  ("Textron")  against  all  of  the Company's assets
     (including,  but  not  limited  to,  the  Owned  Property) reflected on the
     Disclosure  Schedule,  and the capital and operating leases between Textron
     and  the  Company  and American Equipment Leasing and the Company listed on
     the  Disclosure  Schedule, the Company has good and marketable title to its
     assets,  free  and clear of any Claims. No unreleased mortgage, trust deed,
     chattel  mortgage,  security  agreement,  financing  statement  or  other
     instrument  encumbering  any  of  the  Company's  assets has been recorded,
     filed,  executed  or  delivered.

          (j)  Insurance.  A  true  and  correct list and description (including
     coverages,  deductibles  and  expiration  dates)  of all insurance policies
     which  are owned by the Company or which name the Company as an insured (or
     loss  payee)  have been delivered to Purchaser. All such insurance policies
     are  in  full  force  and effect and the Company has not received notice of
     cancellation  of  any  such  insurance  policies.

          (k)  Taxes.  The  Company  has  filed  on  a  timely  basis (including
     authorized  extensions)  and in correct form all tax returns required to be
     filed  by  the Company and the Company has not received any notice from any
     taxing  authority questioning the validity or accuracy of such tax returns.
     All  applicable  tax laws and agreements have been fully complied with, and
     all  amounts  required  to be paid by the Company, to taxing authorities or
     others,  on  or  before  the  date  hereof  have  been  paid.

          (l)  Changes  in  Business.  Since  June 30, 2002, as disclosed in the
     Financial  Statements  delivered to Purchaser, the Company has not suffered
     or  been  threatened  with  any  material  adverse  change in the usual and
     customary business, operations, assets, liabilities, financial condition or
     prospects  of  the  Company.

          (m)  Contracts.  Copies  of  all  material  contracts,  leases,  and
     agreements to which the Company is a party and which relates to the conduct
     of  the  Company's  business  has  been  delivered  to  the  Purchaser (the
     "Contracts").  All contracts or instruments to which the Company is a party
     are in full force and binding upon the parties thereto. No material default
     by  the  Company  has occurred thereunder and, to the best of the Company's
     and  Seller's  knowledge,  no  material  default  by  the other contracting
     parties  has  occurred or is occurring thereunder. The Company has made all
     payments  it  is  required  to make under the Contracts in a timely manner,
     including, but not limited to, all payments due under the leases, easements
     and  other  agreements  pertaining  to  the  Leased  Property.

          (n)  Licenses  and  Permits. A copy of all material licenses, permits,
     registrations  and  governmental approvals, agreements and consents applied
     for,  pending  by, issued or given to the Company, and every agreement with
     governmental authorities (Federal, state, local or foreign) entered into by
     the  Company,  which  is  in  effect  or has been applied for or is pending
     (excluding  Environmental  Permits) (as herein defined) (the "Permits") are
     contained  in the Disclosure Schedule. Such Permits constitute all material
     licenses,  permits,  registrations,  approvals  and agreements and consents
     which  are  required  in  order  for the Company to conduct its business as
                                        5
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     presently  conducted,  including, but not limited to, all necessary special
     use  permits,  special  exceptions  or other special permits, to the extent
     needed.

          (o) Compliance with Laws. Both the Company and its assets and business
     are  in compliance with all federal, state and local statutes, regulations,
     ordinances,  rules,  regulations and policies, all court orders and decrees
     and  arbitration awards, and the common law, which pertain to environmental
     matters  or  contamination  of  any  type  whatsoever.

          (p)  Property.  All the real property the Company owns is set forth on
     Exhibit  A attached hereto. The Company holds fee simple title to the Owned
     Property,  subject  only to real estate taxes not delinquent or payable and
     to  covenants,  conditions,  restrictions  and easements of record, none of
     which  makes title to the Owned Property unmarketable and none of which are
     violated  by  the Company or will interfere with the Company's use thereof.
     All  easements  necessary  or  appropriate  for the use or operation of the
     Property  have  been  obtained.  The  improvements  on  the Property are in
     reasonably  good  operating  condition  and  repair (ordinary wear and tear
     excepted). Other than normal capital expenditures in the ordinary course of
     business,  no  material expenditures are required to be made for the repair
     or maintenance of any improvements on the Property. To the best of Seller's
     knowledge,  the  buildings and other facilities located on the Property are
     free  of any latent structural or engineering defects known to the Company.
     The Company or Seller has received no notice of any condemnation or eminent
     domain  proceeding  pending  or threatened against the Property or any part
     thereof.  Neither the Company nor Seller has any knowledge of any change or
     proposed  change  in  the route, grade or width of, or otherwise affecting,
     any  street  or  road  adjacent  to  or  serving  the Property. To Seller's
     knowledge,  no  fact  or  condition  exists  which  would  result  in  the
     termination or material impairment of access to the Property from adjoining
     public  or private streets or ways which could result in discontinuation of
     presently  available  or  otherwise  necessary sewer, water, electric, gas,
     telephone or other utilities or services. The easement agreement and ground
     leases  described  on  Exhibit  B  (i) are in full force and effect with no
     amendments  thereto,  and  (ii)  will  not  be  adversely  affected  by the
     transaction  contemplated  by  this  Agreement.

          (q)  Land  Use.  The  current  use  and  occupancy of the Property for
     golfing and other related purposes (including, without limitation, sales of
     merchandise and food and beverages) are permitted as a matter of right as a
     principal  use  under  all laws and regulations applicable thereto and will
     not  be  adversely  affected  by  the  transaction  contemplated  by  this
     Agreement.  The Zoning classification of the Property is sufficient for its
     current  and  projected  use and such classification permits the use of the
     Property  for  a  public and/or private golf course and related facilities.
                                        6
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          (r)  Personal  Property. The furniture, fixtures, vehicles, machinery,
     shelving,  racks,  equipment,  tools, dies, molds, jigs, fixtures and other
     tangible  personal  property owned or leased by the Company and used in its
     operations  (collectively,  the  "Equipment")  constitutes  all  tangible
     personal  property  necessary  in  order  for  the  Company  to conduct its
     business  as  it  has  been  conducted  in  the  past.  All Equipment is in
     reasonably  good  operating  condition  and  repair (ordinary wear and tear
     excepted).

          (s)  Intellectual  Property.  All  intellectual  property  used in the
     Company's business (such as trademarks, patents, copyrights, service marks,
     slogans,  including  the goodwill associated with each) is in good standing
     and  neither  the Company nor Seller has any knowledge of any claim and has
     no  reason  to  believe that any third party is infringing on the rights of
     the  Company  or  that  the  Company's  use  of  any  intellectual property
     infringes  any  right  of  any  third  party.

          (t)  Environmental  Matters.  The  Company and its assets and business
     (including,  without  limitation,  the Property) are in material compliance
     with  all  federal,  state,  and  local statutes, governmental regulations,
     ordinances,  rules  and  policies,  court  orders, decrees, and arbitration
     awards,  and  the  common  law  which  governs  environmental  matters  or
     contaminations (collectively, the "Environmental Laws"), including, without
     limitation,  those  related  to manufacture, processing, use, distribution,
     treatment,  storage,  disposal,  generation,  transportation, or cleanup of
     pollutants,  contaminants, pesticides, radioactive substances, solid wastes
     or  hazardous  or extremely hazardous, special, dangerous, or toxic wastes,
     substances,  chemicals,  or  materials,  including,  without  limitation,
     hazardous  substances  as defined in 101(14) of CERCLA, 24 U.S.C. 9601(14),
     within  the  meaning of any applicable Environmental Law (collectively, the
     "Hazardous  Materials"). To the best of Seller's knowledge, the Company and
     its  assets  and business (including, without limitation, the Property) are
     in  material  compliance  with  all  certifications,  licenses,  permits,
     registrations,  governmental  approvals,  agreements, and consents required
     under  or  issued  pursuant  to  any  Environmental  Law (collectively, the
     "Environmental  Permits").  A  copy  of  any  notice,  citation, inquiry or
     complaint  which  the  Company  has  received  in the past two years of any
     alleged  violation  of  or  liability  or  potential  liability  under  any
     Environmental  Law or Environmental Permit has been delivered to Purchaser,
     and all violations alleged in said notices have been corrected. The Company
     possesses  and is in compliance with all Environmental Permits required for
     the  operation  of the Business. Copies of all Environmental Permits issued
     to  the Company have been delivered to Purchaser. The Company has taken all
     appropriate  measures  to  keep  such Environmental Permits in effect where
     applicable  and  taken  all  remedial  actions  required,  suggested  or
     recommended  by  the  Phase  One  Environmental  Assessment  (as defined in
     Section 5.11). All underground storage tanks and above-ground storage tanks
     which  have  been  heretofore  removed  from  all Property owned, operated,
     leased,  managed,  controlled  or  used by the Company have been removed in
     accordance  with all applicable Environmental Laws. To the best of Seller's
     knowledge,  there  has  been  no  storage,  treatment,  generation,  or
     transportation  of  any Hazardous Materials nor any spill, discharge, leak,
     emission,  escape,  injections,  dumping,  disposal  or  other  release  or
     threatened release of any Hazardous Materials into the environment, whether
     or  not  notification  or  reporting  to a governmental agency was required
     ("Release") by the Company in violation of, or which could give rise to any
     material  obligation  or  the incurrence of, any material response costs or
     other  damages  under  Environmental  Laws  or  any  other causes of action
     arising  from  such  Release.
                                        7
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          (u)  Employee  and  Labor Matters. The Company has delivered a list of
     all  employees,  employed  by  the  Company,  including  their name, social
     security  number,  date  of  hire,  date of birth, and annual compensation,
     wage,  or hourly rate of each employee of the Company. The Company does not
     have  any  contract  with  any  of its employees which cannot be terminated
     without  severance  on 30 days notice or less. To Seller's knowledge, there
     is  no  reason  to  believe that all of the Company's employees will not be
     available  for  employment  by  Purchaser,  after  the  Closing  Date,  on
     substantially  the  same  terms.  The Company does not have any employment,
     collective  bargaining,  or union agreements in connection with the conduct
     of  the  Business.  The  Company  has  not,  with respect to its employees,
     engaged in any unfair labor practice, nor has it discriminated on the basis
     of  race,  religion,  age  or  sex,  or  other  protected  category  in its
     employment  conditions  or  practices  with respect to the employees and no
     suit  or  proceeding is pending against the Company for such actions and no
     action or claim is being made or threatened by any employee of the Company.

          (v)  Broker's Commission. Neither Seller, nor any of their Affiliates,
     nor  the Company, have dealt with any person, firm or corporation who is or
     may be entitled to a broker's commission, finder's fee, investment banker's
     fee  or  similar  payment for arranging the transaction contemplated hereby
     or,  introducing  the  parties  to  each  other.


                                   ARTICLE III
                          Conduct Prior to the Closing
                          ----------------------------

     3.1     General.  Between  the  date  hereof  and  the  Closing  Date:

          (a)  Seller  shall  and shall cause the Company to give to Purchaser's
     officers,  employees,  agents,  attorneys,  consultants,  accountants  and
     lenders  reasonable  access  during  normal  business  hours  to all of the
     properties,  books,  contracts,  documents,  records  and  personnel of the
     Company  and shall furnish to Purchaser and such persons as Purchaser shall
     designate  to  Seller  such information as Purchaser or such persons may at
     any  time  and  from  time  to  time  reasonably  request.

          (b)  Seller  shall  use  their  reasonable best efforts and make every
     reasonable  good  faith attempt (and Purchaser shall cooperate with Seller)
     to  cause  the Company to obtain all consents necessary to the consummation
     of  the  transaction  contemplated  hereby.

          (c)  Seller  shall  cause  the Company to carry on its business in the
     usual  and  ordinary course, consistent with past practices, and Seller and
     the  Company  shall  use  their  reasonable  best  efforts  to preserve the
     Company's  business and the goodwill of its customers, suppliers and others
     having  business  relations  with  the  Company  and to retain the business
     organization  of  the  Company  intact,  including  keeping  available  the
     services  of  its  present  employees,  representatives  and agents, and to
     maintain  all  of  its  properties  in good operating condition and repair,
     ordinary  wear  and  tear  excepted.  Seller  shall not permit or cause the
     Company  to  dispose  of  any  of its assets outside the ordinary course of
     business.
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          (d)  Without  the  prior  written  consent  of  Purchaser, and without
     limiting  the  generality  of any other provision of this Agreement, Seller
     shall  cause the Company not to take any action that would cause a material
     increase  in the Company's expenditures or indebtedness as set forth in the
     Disclosure  Schedule.

     3.2     Claims  and  Litigation.  Seller shall promptly notify Purchaser of
any  (i)  lawsuits,  claims,  proceedings or investigations which after the date
hereof  it  acquires  knowledge  of  that are threatened in writing or commenced
against  Seller or the Company relating to the Business, or (ii) developments or
updates in any pending lawsuits, claims, proceedings or investigations which are
currently  in  existence against Seller or the Company relating to the Business.

     3.3     Employment  Matters.  Seller  shall not permit the Company to enter
into  any employment contract or agreement, not increase the hourly rates of pay
of employees or increase the fixed compensation payable to any officer, director
or  employee  of  the  Company,  not pay any bonus or commission to any officer,
director  or  employee  of  the Company and not establish or amend any "employee
welfare  benefit plan," "employee pension benefit plan" or "fringe benefit plan"
or  any  other  plan  or  arrangement  of  a  similar  nature.

     3.4     Notification  of  Material  Adverse  Events.  Seller shall promptly
notify  Purchaser  in  writing  of  any event following the date hereof of which
Seller  is  or  becomes  aware that will or is likely to have a material adverse
effect  on  the  business, finan-cial condition, prospects of the Company or the
Business.

     3.5     Confidentiality.  Each  of  the  parties  hereto shall preserve and
maintain,  and  shall  cause  each  of  its affiliates to preserve and maintain,
proprietary  information  and  trade  secrets  of the other party, and shall not
disclose  to  any  third person or use any such proprietary information or trade
secret for personal advantage, except that any party hereto shall be free to use
or  disclose any proprietary information and trade secrets that (i) were already
in  its  possession at the time of disclosure to it; (ii) are a matter of public
knowledge;  (iii)  hereafter  become  a  matter  of  public knowledge other than
through  the  receiving party; (iv) are lawfully obtained by the receiving party
from  a  third party that is not, to the disclosing party's knowledge, after due
inquiry,  subject to any restrictions of confidentiality; or (v) are required to
be  disclosed  by  the receiving party by law or in response to any inquiries by
any  governmental authority.  In the event that the Closing does not occur, upon
the  request  of  the disclosing party, each receiving party agrees to return or
destroy  all  written  documentation  provided  to  it.

     3.6     No  Solicitation  of  Transactions.  From the date hereof until the
transactions  contemplated  hereby  are  consummated  or  this  Agreement  is
terminated,  Seller agrees that neither it nor any holder of any equity interest
in  the  Company  shall,  directly  or  indirectly, solicit, initiate, knowingly
encourage or enter into any agreement with respect to the sale or other transfer
of  ownership  interests  in the Company or the sale of any of the assets of the
Company.  Seller  shall  notify  Purchaser  of any contact or discussions it has
with  any  other  party  regarding  the  sale  of  the  Company.
                                        9
<PAGE>
     3.7     Operation  of the Business.  Attached to the Disclosure Schedule is
a  summary  as  of July 31, 2002 of existing and projected published green fees,
membership  fees,  tournament  fees, driving range fees, club rentals, and other
rates  for the Golf Courses.  From the date of execution of this Agreement until
the  date  of Closing, Seller shall not permit the Company to reduce or cause to
be  reduced  any  published  fees,  rates or charges set forth in the Disclosure
Schedule,  or  any other changes for which Seller or the Company has operational
control  other  than  in  the  ordinary  course  of  business.

     3.8     Casualty.  In  the  event any of the improvements upon the Property
are  damaged or destroyed by fire or other casualty prior to the date of Closing
and  the cost to repair destroyed by fire or other casualty prior to the date of
Closing  and  the cost to repair any such damage exceeds $100,000 and Seller has
elected  by  written  notice delivered to Purchaser not later than ten (10) days
after  the damage or destruction not to repair same at least ten (10) days prior
to  the  Closing  Date  to  substantially  the  same  condition as prior to said
casualty,  Purchaser  shall  have  the  right  to elect either to terminate this
Agreement  or  to  proceed  to  consummate  the transaction contemplated by this
Agreement.  Such  election  shall be made by notice to Seller not later than ten
(10)  days  following  the  date  on which Seller has notified Purchaser of such
damage or destruction and when Seller notifies Purchaser if the Property will be
repaired.  In  the  event  Purchaser  elects  to  terminate  this Agreement, the
parties shall have no further rights and liabilities with respect to each other.
Failure  of  Purchaser  to  so  terminate  this  Agreement  shall  conclusively
constitute  Purchaser's election to proceed with the transaction contemplated by
this  Agreement.  Unless  Purchaser  has  terminated  this  Agreement  as herein
provided, upon Closing, Seller shall assign to Purchaser all rights to insurance
proceeds  related to such damage or destruction, which have not theretofore been
expended  in  cash  for  repairs  to  the  Property  by  Seller  or the Company.

     In  the  event of damage or destruction whereby the cost to repair the same
is  less  than  $100,000 and Seller has not repaired same at least ten (10) days
prior  to  the Closing Date to substantially the same condition as prior to said
casualty, the transaction contemplated by this Agreement shall be consummated in
accordance  with  the  terms  hereof,  without  a reduction in the consideration
except for a credit to Purchaser in the amount of the applicable deductible and,
at  Closing,  Seller  shall assign to Purchaser all rights to insurance proceeds
related  to such damage or destruction, which have not theretofore been expended
in  cash  for  repairs  to  the  Property  by  Seller  or  the  Company.

     3.9     Condemnation.  In the event, prior to the Closing Date, a "Material
Portion  of  the  Property"  (i.e.  greater  than ten percent (10%) of the total
square  footage  of the Property or any portion of the improvements) is taken by
eminent  domain  or is under notice of an eminent domain proceeding or access to
the Property is materially reduced or restricted, Purchaser shall have the right
to  elect  either  to  terminate  this Agreement or to proceed to consummate the
purchase  and sale hereunder, without a reduction in the Purchase Price provided
Seller shall assign to Purchaser all rights to the award. Such election shall be
made by written notice to Seller not later than ten (10) days following the date
on  which  Seller  has  notified Purchaser of such eminent domain.  In the event
Purchaser  elects to terminate this Agreement, the parties shall have no further
rights  and  liabilities with respect to each other.  Failure of Purchaser to so
terminate  this  Agreement shall conclusively constitute its election to proceed
with  the  purchase  and  sale  hereunder.  Unless Purchaser has terminated this
Agreement as herein provided, upon Closing, Seller shall assign to Purchaser all
rights  to  the  award.
                                       10
<PAGE>
     In  the  event,  prior to the Closing Date, less than a Material Portion of
the  Property is taken by eminent domain or is under notice of an eminent domain
proceeding,  the  transaction  contemplated  hereunder  shall  be consummated in
accordance with the terms hereof, without a reduction in the consideration, and,
at  Closing,  Seller  shall  assign  to  Purchaser  all  rights  to  the  award.


                                   ARTICLE IV
                         Seller's Conditions to Closing
                         ------------------------------

     The  obligation  of  Seller to close the transaction contemplated hereby is
subject to the fulfillment of all of the following conditions on or prior to the
Closing  Date,  upon the non-fulfillment of any of which, this Agreement may, at
Seller'  option,  be  terminated  pursuant  to  and with the effect set forth in
Article  VIII:

     4.1     Accuracy  of  Representations  and  Warranties.  Each  and  every
representation  and  warranty made by Purchaser shall have been true and correct
when  made  and  shall  be  true  and  correct  in  all  material respects as if
originally  made  on  and  as  of  the  Closing  Date.

     4.2  Performance  of  Obligations.  All  obligations  of  Purchaser  to  be
performed  hereunder  through,  and  including  on, the Closing Date (including,
without limitation, all obligations which Purchaser would be required to perform
at  the  Closing  if  the transaction contemplated hereby was consummated) shall
have  been  performed.

     4.3  Litigation.  No  suit,  proceeding  or  investigation  shall have been
commenced  or  threatened by any governmental authority or private person on any
grounds  to  restrain,  enjoin or hinder, or to seek material damages on account
of,  the  consummation  of  the  transaction  contemplated  hereby.

     4.4     Company  Approval.  Purchaser shall have taken all necessary action
to  authorize  the execution, delivery and performance of this Agreement and the
transactions  contemplated  hereby.

     4.5     Textron Approval.  Seller shall have received approval from Textron
to  sell  the  Membership Interests of the Company to Purchaser and Seller shall
have  entered  into such agreements with Textron regarding its other obligations
as  approved  by  Seller.


                                       11
<PAGE>


                                    ARTICLE V
                        Purchaser's Conditions to Closing
                        ---------------------------------

The  obligation  of  Purchaser  to  close the transaction contemplated hereby is
subject to the fulfillment of all of the following conditions on or prior to the
Closing  Date,  upon  the nonfulfillment of any of which, this Agreement may, at
Purchaser's  option,  be terminated pursuant to and with the effect set forth in
Article  VIII:

     5.1     Accuracy  of  Representations  and  Warranties.  Each  and  every
representation and warranty made by Seller shall have been true and correct when
made  and  shall  be  true and correct in all material respects as if originally
made  on  and  as  of  the  Closing  Date.

     5.2     Performance  of  Obligations.  All  obligations  of  Seller  to  be
performed  hereunder  through,  and  including  on, the Closing Date (including,
without limitation, all obligations which Seller would be required to perform at
the  Closing if transaction contemplated hereby was consummated) shall have been
performed.

     5.3     Consents  and  Permits.  All  necessary  consents  shall  have been
obtained  or, to the extent the Permits held by the Company would terminate upon
a  change  of  control  of  the  Company,  Purchaser  shall have either obtained
licenses  and  permits on substantially the same terms as such Permits, or shall
have  obtained  binding commitments from the applicable governmental authorities
to  issue  such  licenses  and  permits  to  the  Company following the Closing.

     5.4     Litigation.  No  suit,  proceeding or investigation shall have been
commenced  or  threatened by any governmental authority or private person on any
grounds  to  restrain,  enjoin or hinder, or to seek material damages on account
of,  the  consummation  of  the  transaction  contemplated  hereby.

     5.5     Company  Approval.  Seller shall have taken all necessary action to
authorize  the  execution,  delivery  and  performance of this Agreement and the
transactions  contemplated  hereby.

     5.6     Due Diligence.  Purchaser shall have completed an inspection of the
assets,  properties,  liabilities and records of the Business satisfactory to it
in  all  respects  including,  but  not limited to, a physical inspection of the
Property.

     5.7     Material  Adverse  Changes.  There  shall  have  been  no  material
adverse  changes  in  the  results  of  operations,  conditions  (financial  or
otherwise),  properties,  assets,  business  or prospects of the Business or the
Company,  including,  but  not  limited  to, the golf courses, driving range and
putting  greens.

     5.8     Raintree  Transaction.  Purchaser  shall  have  acquired all of the
Raintree North America Resorts, Inc.'s ("Raintree") right, title and interest in
and  to  that  certain Project Development, Management and Sales Agreement dated
May  3,  2000  (the  "Raintree  Project  Development  Agreement") by and between
Raintree  and  Royale  Mirage Partners, L.P. ("RMP"), which proposed transaction
shall  require  the approval of Textron and such other consents and approvals as
may  be  necessary  or  required.  Further,  the  Raintree  Project  Development
Agreement  shall  have  been  amended  to  the  satisfaction  of  Purchaser.
                                       12
<PAGE>
     5.9     Creditor  Approval.  The  Company shall have obtained approval from
certain  creditors  of  the  Company, including, but not limited to, Textron and
American  Equipment  Leasing.

     5.10     Textron Financing Terms.  Purchaser and Textron shall have reached
an  agreement  on  the modification of certain terms and conditions in Textron's
credit agreement with the Company and Textron's credit agreement with respect to
Textron's interest in the Raintree Project Development Agreement Interest to the
mutual  satisfaction  of  Purchaser  and  Textron.  Further  Seller  shall  have
executed  all  documentation  Textron deems appropriate to restructure Textron's
outstanding  loans  with  Seller.

     5.11     Real  Property;  Title  Policy.  Seller  shall  have  delivered to
Purchaser  copies  of all documentation relating to the Property, including, but
not  limited  to:  (i) a copy of an environmental report regarding the Property,
including  without,  limitation,  a  Phase  One  Environmental  Assessment dated
November,  2000  prepared  by Mainiero, Smith & Associates, Inc. (the "Phase One
Environmental Assessment"); (ii) a copy of the latest tax bill for the Property;
and (iii) a copy of the most current title policy for the Property together with
a  copy  of all documents referenced therein, including the survey against which
insurance  was procured.   Further, Purchaser shall have procured a title policy
on  the  Property  from  First  American  Title  Company on terms and conditions
acceptable  to  Purchaser.

     5.12     Resignations.  Seller  shall  have  resigned  as  manager  of  the
Company  and  the  current officers of the Company shall have resigned from such
positions.

     5.13     Elimination  /  Transfer  of Unassumed Liabilities.   Seller shall
have  eliminated  and/or  transferred  all  liabilities  that  Purchaser  is not
assuming  after the Closing, including, but not limited to: (i) the intercompany
payable  owed  by  the Company to Seller; (ii) the intercompany revolving credit
debt  balance  owed  by  the  Company  to  Seller;  (iii)  the  long-term junior
subordinated  debt  balance owed by the Company to Seller, including all related
accrued  interest;  (iv)  all  writeoff  deferred  financing  costs  and related
accumulated  amortization;  and  (v)  any  income  tax attributes related to the
elimination  /  transfer  of any of the foregoing.  Seller shall provide written
evidence  of  the  elimination  or  transfer  of  such  liabilities on or before
Closing.

     5.14     Golf  Course  Development  Agreement.  Seller  shall  executed  an
Assignment  and  Assumption Agreement assigning all of Seller's right, title and
interest in and to that certain Agreement dated March 18, 1999 by and among RMP,
L.P.,  Rick  Borsuk,  Roland  Mousseau, Seller and the Company (the "Golf Course
Development Agreement").  Further, Purchaser and RMP shall have amended the Golf
Course  Development  Agreement  to  the extent needed and on terms acceptable to
Purchaser.

     5.15  Seller's Additional Deliveries. In addition to this Agreement, Seller
shall  deliver  or  cause  the  Company  to  deliver to Purchaser the following:
                                       13
<PAGE>
          (a)  A  certified  copy  of  the  Company's  Articles of Organization;

          (b)  Certificates  of  good  standing  of  the  Company  issued by the
     Secretary  of  the  State  of  Delaware  and  California;

          (c) A letter agreement between OB Sports Golf Management, LLC, the
     Company and Purchaser regarding the management of the Golf Courses after
     the Closing; and

          (d) An Affidavit of No Change with respect to the Property, certifying
     that no improvements have been made to the Property since the date of the
     most current survey delivered to Purchaser prior to the Closing.



                                   ARTICLE VI
                               Termination/Remedy
                               ------------------

     6.1     Termination of Agreement.  This Agreement may be terminated only as
provided  below:

          (a) by Purchaser and Seller upon mutual written consent at any time
     prior to the Closing;

          (b) by Purchaser by giving written notice to Seller at any time prior
     to the Closing in the event (i) Seller has breached any representation,
     warranty, or covenant contained in this Agreement in any material respect
     (ii) any condition to Purchaser closing the transaction contemplated hereby
     has not been satisfied or (iii) of damage or condemnation of the Property
     in accordance with Sections 3.8 and 3.9; or

          (c) by Seller by giving written notice to Purchaser at any time prior
     to the Closing in the event (i) Purchaser has breached any representation,
     warranty, or covenant contained in this Agreement in any material respect
     or (ii) any condition to Seller closing the transaction contemplated hereby
     has not been satisfied.

     6.2     Remedies.  In  the  event  of  a  breach  of  this  Agreement,  the
non-breaching  party  shall  not be limited to the remedy of termination of this
Agreement,  but  shall  be  entitled to pursue all available legal and equitable
rights  and  remedies,  and  shall  be entitled to recover all of its reasonable
costs  and  expenses  incurred  in pursuing them (including, without limitation,
reasonable  attorneys'  fees).

                                       14
<PAGE>




                                   ARTICLE VII
                             Post-Closing Agreements
                             -----------------------

     7.1     Post-Closing  Agreements.  From  and after the Closing, the parties
shall  have  the  respective  rights  and obligations which are set forth in the
remainder  of  this  Article  VII.

     7.2     Disclosure  of  Confidential  Information.  As a further inducement
for  Purchaser  to  enter into this Agreement, Seller agree that for the longest
period  permitted  by  law after the Closing Date, Seller shall, and shall cause
its  Affiliates  to,  hold  in  strictest confidence, and not, without the prior
written  approval  of Purchaser, use for their own benefit or the benefit of any
party  other than Purchaser or disclose to any person, firm or corporation other
than  Purchaser  (other  than as required by law or to that party's accountants,
attorneys,  professional advisers and key employees) any information of any kind
relating  to  the  Company's  business,  except such information as was publicly
available  prior  to  the  Closing  Date.

     7.3     Hiring  Away  Employees.  For  a  period  of two (2) years from the
Closing Date, Seller shall not take any actions which are calculated to persuade
any  salaried, technical or professional employees, representatives or agents of
the Company to terminate their association with the Company.  Seller agrees that
in  the  event  of  a breach of this Section 7.3, Purchaser shall be entitled to
injunctive  relief  in  addition to such other legal and equitable remedies that
may  be  available.

     7.4     Survey  and  Title  Matters.  Seller acknowledges that Purchaser is
making  an  accommodation  to  Seller by not requiring that an updated survey be
completed  prior  to  Closing.   As  a  result Purchaser shall obtain an updated
survey  at  Seller's  sole  cost  and  expense.  Further,  if such update survey
discloses  any  new  title  exceptions  or survey issues, Purchaser shall notify
Seller  and  Seller  shall cure such new objections within thirty (30) days.  If
Seller  is  unable to cure any new title exceptions or survey matters within the
specified  timeframe,  Purchaser  shall  have  the right to seek indemnification
against  Seller  pursuant  to  Section  8.1(e)  without  being  subject  to  the
limitations  set  forth  in  Section  8.3.

     7.5     Estoppel  Certificates.  Within  30  days after Closing, (i) Seller
shall have obtained an estoppel certificate from Northern Wolverine 19/99, Inc.,
a  Nevada  corporation  and lessor of that certain 83 acre property described in
that  certain Ground Lease dated March 31, 1999 by and between Wolverine and the
Company  (the  "Ground  Lease")  in  the  form acceptable to Purchaser, and (ii)
Purchaser  shall  have  received  written  and/or  verbal  confirmation from the
Coachella  Valley  Water District ("CVWD") that all payments required to be made
by  the  Company  prior  to  the  Closing  to  CVWD  under that certain Easement
Agreement  dated  March  31, 1999 entered into by the Company with the CVWD (the
"Easement Agreement") have been made, that neither party is in default under the
Easement  Agreement as of the Closing Date and that neither party has any claims
against  the other relating to the Easement Agreement.  In the event that Seller
fails  to obtain the estoppels set forth, Purchaser shall have the right to seek
indemnification  against  Seller for any matters that occur prior to the Closing
that  relate  to  the  Ground  Lease,  the  Easement Agreement, their respective
validity, enforceability or claims or defaults thereunder as the same relates to
the  Leased  Property,  pursuant  to Section 8.1(f) without being subject to the
limitations  set  forth  in  Section  8.3.
                                       15
<PAGE>
     7.6     Further  Assurances.  The  parties  shall  execute  such  further
documents,  and  perform  such further acts, as may be necessary to transfer and
convey  the  Membership Interests to Purchaser on the terms herein contained and
to  otherwise  comply  with  the  terms  of  this  Agreement.


                                  ARTICLE VIII
                                 Indemnification
                                 ---------------

     8.1     Seller's Indemnification Obligations.  Seller shall indemnify, save
and  keep  Purchaser, and its officers, directors, employees, agents, successors
and  assigns  (each  a  "Purchaser  Indemnitee"  and collectively the "Purchaser
Indemnitees")  forever  harmless  against  and  from  all  damages, liabilities,
demands,  causes  of  actions,  penalties, fees, costs and expenses sustained or
incurred  by  any  Purchaser  Indemnitee, as a result of or arising out of or by
virtue  of:

          (a) any material inaccuracy in or breach of any representation and
     warranty made by Seller to Purchaser herein or in any closing document
     delivered to Purchaser in connection herewith;

          (b) the breach by Seller of, or failure of Seller to comply with, any
     of the covenants or obligations under this Agreement to be performed by
     Seller;

          (c) any material obligation relating to the Raintree Project
     Development Agreement for which Seller or the Company was responsible prior
     to the Closing Date;

          (d) any material default, breach, alleged default, or alleged breach
     by Seller or the Company under the Agreement entered into March 19, 1999
     among Seller, the Company, Royale Mirage Partners, L.P., Rick Borsuk and
     Roland Mousseau (the "RMP Agreement") prior to the Closing Date; or


          (e) the updated survey to be conducted after the Closing on the
     Property; or

          (f) any matters relating to the Leased Property prior to the Closing,
     including, without limitation, enforcement of the Company's rights to the
     Leased Property.

     8.2     Purchaser's  Indemnification  Obligations.  Purchaser  shall
indemnify,  save and keep Seller and its officers, directors, employees, agents,
successors  and assigns (each a "Seller Indemnitee" and collectively the "Seller
Indemnitees")  forever  harmless  against  and  from  all  damages, liabilities,
demands,  causes  of  actions,  penalties, fees, costs and expenses sustained or
incurred by any Seller Indemnitee, as a result of or arising out of or by virtue
of:

          (a) any material inaccuracy in or breach of any representation and
     warranty made by Purchaser to Seller herein or in any closing document
     delivered to Seller in connection herewith;
                                       16
<PAGE>
          (b) the breach by Purchaser of, or failure of Purchaser to comply
     with, any of the covenants or obligations under this Agreement to be
     performed by Purchaser;

          (c) any material obligation relating to the Raintree Project
     Development Agreement arising prior to the Closing Date for which Seller or
     the Company was not responsible or arising after the Closing Date; or

          (d) any and all matters of any nature whatsoever, related directly or
     indirectly, or arising out of or in connection with the development,
     ownership, operation, management, maintenance, repair and/or improvement of
     the Timeshare Project Property and the Timeshare Project Improvements (as
     those terms are defined in the RMP Agreement), except to the extent arising
     from Seller's or the Company's negligence or willful misconduct and subject
     to Section 8.1(d).

8.3     Limitations  on  Indemnification.


          (a) Purchaser's remedies following the Closing regarding indemnity
     claims described in Section 8.1 shall be limited to a right of offset
     against the Note up to the original principal amount of the Note plus
     interest accrued thereon during the Indemnification Period (the "Offset
     Right"). Purchaser shall hold this Offset Right from the Closing Date for a
     period of six (6) months thereafter (the "Indemnification Period"), at
     which point the Offset Right shall automatically terminate in the absence
     of any written claim(s) delivered by Purchaser to Seller during the
     Indemnification Period.

          (b) Seller's remedies following the Closing regarding indemnity claims
     described in Section 8.2 shall be limited to an increase in the principal
     amount of the Note by an amount equal to the original principal amount of
     the Note plus interest accrued thereon during the Indemnification Period
     (the "Increase Right"). Seller shall hold this Increase Right from the
     Closing Date for the Indemnification Period, at which point the Increase
     Right shall automatically terminate in the absence of any written claim(s)
     delivered by Seller to Purchaser during the Indemnification Period.


          (c) Neither party shall be entitled to bring a written indemnity claim
     against the other party until the aggregate sum of all claims exceed a
     minimum amount of $100,000. The maximum amount of any and all indemnity
     claims that one party will be entitled to bring against the other party, if
     any, shall be limited to a maximum amount of the principal amount of the
     Note, plus the amount of interest accruing on the Note at the rate of 5.0%
     per annum during the Indemnification Period. After applying any Offset
     Right against the Note or any Increase Right to the Note, as the case may
     be, the remaining principal balance (including any interest accrued through
     such date) shall be amortized and payable in thirty-six (36) monthly
     payments of principal and interest, as described in Section 1.2. The
     limitations contained in this Section 8.3 do not apply to an
     indemnification claim asserted by Purchaser under Sections 8.1(c), (d), (e)
     and (f) or by Seller under Sections 8.2(c) and (d).

                                       17
<PAGE>

                                   ARTICLE IX
                                  Miscellaneous
                                  -------------

     9.1     Fees.  Except as set forth herein, each party hereto shall bear all
fees,  costs and expenses incurred by such party in connection with, relating to
or  arising  out  of  the  negotiation,  preparation,  execution,  delivery  and
performance  of  this  Agreement  and  the  consummation  of  the  transaction
contemplated hereby, including, without limitation, attorneys', accountants' and
other  professional  fees  and  expenses.

     9.2 Publicity. Except as otherwise required by law or applicable stock
exchange rules, press releases concerning this transaction shall be made only
with the prior written agreement of Seller and Purchaser. Except as otherwise
required by law or applicable stock exchange rules, no such press releases or
other publicity shall state the amount of the consideration.

     9.3     Notices.  All  notices  required or permitted to be given hereunder
shall  be  in  writing and may be delivered by hand, by facsimile, by nationally
recognized private courier, or by United States mail.  Notices delivered by mail
shall  be  deemed  given  three  (3)  business days after being deposited in the
United  States  mail,  postage  prepaid, registered or certified mail.   Notices
delivered  by  hand  by  facsimile,  or by nationally recognized private carrier
shall  be  deemed  given  on the first business day following receipt; provided,
however,  that  a  notice delivered by facsimile shall only be effective if such
notice  is  also  delivered  by  hand,  or  deposited in the United States mail,
postage  prepaid,  registered  or  certified mail, on or before two (2) business
days  after  its  delivery  by  facsimile.  All  notices  shall  be addressed as
follows:

If  to  Seller:          OB  Sports,  LLC
                         c/o  Rice  Sangalis  Toole  &  Wilson
                         5847  San  Felipe,  Suite  4350
                         Houston,  Texas  77057
                         Attention:  Kurt  G.  Keene
                         Fax:  (713)  783-9750

with  a  copy  to:       Holland  &  Knight  LLP
                         2300  U.S.  Bancorp  Tower
                         111  S.W.  Fifth  Avenue
                         Portland,  Oregon  97204
                         Attention:  George  Gregores
                         Fax:  (503)  241-8014

If  to  Purchaser:       Mego  Financial  Corp.
                         d/b/a  Leisure  Industries  Corporation
                         4310  Paradise  Road
                         Las  Vegas,  Nevada  89105
                         Attention:  Floyd  W.  Kephart,  CEO
                         Fax:  (702)  369-4398
                                       18
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with  a  copy  to:       Ungaretti  &  Harris
                         3500  Three  First  National  Plaza
                         Chicago,  Illinois  60602
                         Attention:  Gary  I.  Levenstein
                         Fax:  (312)  977-4405

and/or to such other respective addresses and/or addressees as may be designated
by  notice  given  in  accordance  with  the  provisions  of  this  Section 9.3.

     9.4     Transfer  Taxes.  Seller  shall  pay  the  cost  of all sales, use,
excise  and  transfer  taxes,  and  all  owners'  title  insurance  premiums and
surveyor's  charges,  which  may  be  payable in connection with the transaction
contemplated  hereby.

     9.5     Entire  Agreement.  This  Agreement  and  the  instruments  to  be
delivered by the parties pursuant to the provisions hereof constitute the entire
agreement between the parties and shall be binding upon and inure to the benefit
of the parties hereto and their respective legal representatives, successors and
permitted  assigns.  Each  Exhibit  and  the  Disclosure  Schedule,  shall  be
considered  incorporated into this Agreement.  Any amendments, or alternative or
supplementary  provisions  to  this  Agreement  must be made in writing and duly
executed by an authorized representative or agent of each of the parties hereto.

     9.6     Survival;  Non-waiver.  Subject  to  Section 8, all representations
and warranties shall survive the Closing regardless of any investigation or lack
of  investigation  by any of the parties hereto.  The failure in any one or more
instances  of  a party to insist upon performance of any of the terms, covenants
or  conditions  of  this  Agreement,  to exercise any right or privilege in this
Agreement  conferred,  or  the  waiver by said party of any breach of any of the
terms,  covenants  or  conditions of this Agreement, shall not be construed as a
subsequent  waiver  of  any  such  terms,  covenants,  conditions,  rights  or
privileges,  but  the same shall continue and remain in full force and effect as
if  no  such  forbearance  or waiver had occurred.  No waiver shall be effective
unless  it  is  in  writing  and  signed  by an authorized representative of the
waiving  party.  A  breach of any representation, warranty or covenant shall not
be  affected  by  the  fact that a more general or more specific representation,
warranty  or  covenant  was  not  also  breached.

     9.7     Counterparts.  This  Agreement  may  be  executed  in  multiple
counterparts,  each  of  which  shall  be deemed to be an original, and all such
counterparts  shall  constitute  but  one  instrument.

     9.8     Severability.  The invalidity of any provision of this Agreement or
portion  of  a provision shall not affect the validity of any other provision of
this  Agreement  or  the  remaining  portion  of  the  applicable  provision.

     9.9     Applicable Law.  This Agreement shall be governed and controlled as
to  validity, enforcement, interpretation, construction, effect and in all other
respects by the internal laws of the State of California applicable to contracts
made  in  that  State.
                                       19
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     9.10     Binding  Effect;  Benefit.  This  Agreement  shall  inure  to  the
benefit  of  and  be  binding  upon the parties hereto, and their successors and
permitted  assigns.  Nothing  in this Agreement, express or implied, is intended
to  confer  on  any  person  other than the parties hereto, and their respective
successors  and  permitted  assigns  any  rights,  remedies,  obligations  or
liabilities  under  or  by  reason  of  this  Agreement.

     9.11     Assignability.  This  Agreement  shall not be assignable by either
party  without  the  prior written consent of the other party, except that at or
prior  to  the  Closing, Purchaser may assign its rights and delegate its duties
under  this  Agreement  to a subsidiary or affiliate of Purchaser and may assign
its rights under this Agreement to its lenders for collateral security purposes,
and  after  the Closing, Purchaser may assign its rights and delegate its duties
under  this  Agreement  to  any  third  party.  No such assignment shall relieve
Purchaser  of  any  of  its  liabilities  under  this  Agreement.

     9.12     Amendments.  This  Agreement  shall  not  be  modified  or amended
except  pursuant to an instrument in writing executed and delivered on behalf of
each  of  the  parties  hereto.

     9.13     Headings.  The  headings  contained  in  this  Agreement  are  for
convenience of reference only and shall not affect the meaning or interpretation
of  this  Agreement.

                            [signature page attached]

                                       20
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IN  WITNESS  WHEREOF, the parties have executed this Agreement on the date first
above  written.

                                            SELLER:

                                            OB  Sports,  LLC

                                            By:
                                              --------------------------------
                                            Its:
                                              --------------------------------

                                            PURCHASER:

                                            Mego  Financial  Corp.,
                                            d/b/a Leisure Industries Corporation

                                            By:
                                              ----------------------------------
                                            Its:
                                               ---------------------------------

























                    SIGNATURE PAGE TO LLC PURCHASE AGREEMENT

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