Exhibit 10.2

                               September 27, 2002


Donald Diamond
Diamond Ventures, Inc.
2200 East River Rd., Suite 115
Tucson, AZ 85718-6586

     Re:  CHICAGO TITLE INSURANCE COMPANY ESCROW/TITLE NO. 2213848 46 (OPUS WEST
          CORPORATION TO STRATFORD AMERICAN CORPORATION OF CERTAIN PROPERTY
          ("PROPERTY") LOCATED AT 20225 N. SCOTTSDALE RD., SCOTTSDALE, ARIZONA)

Dear Don:

     This letter  agreement  concerns the following  financial and other aspects
involved  in the  purchase  of the  Property  pursuant  to a  Purchase  and Sale
Agreement,  dated July 17,  2002,  as  amended,  between  Opus West  Corporation
("OPUS"),  as seller,  and  Stratford  American  Corporation  ("STRATFORD"),  as
purchaser:

     1.   TAX-FREE  EXCHANGE(S);  NEW LLC:  In order to  accommodate  a tax-free
exchange(s),  the  Property  will be  conveyed  by Opus to  Stratford,  as to an
undivided 80% tenancy in common  interest,  and certain Diamond Entities (Golden
Gate Apartments,  Ltd., L.P., as to an undivided 13% tenancy in common interest;
Auriga Properties,  Inc., as to an undivided 3% tenancy in common interest;  and
DRD-97 Trust, as to an undivided 4% tenancy in common interest), and immediately
thereafter  conveyed by  Stratford  and the Diamond  Entities to a  to-be-formed
Arizona limited  liability  company ("NEW LLC").  The initial members of New LLC
will be Stratford (which also will act as manager),  as to an 80% interest,  and
the foregoing  Diamond Entities,  as to a total 20% interest.  New LLC will be a
single asset entity with respect to the Property.

     2.   FUNDING: Contemporaneously with the closing of escrow for the purchase
of the Property,  the funds for the payment of the purchase price, closing costs
and other expenses involved in the estimated sum of $25,237,500 will be obtained
as follows:

          (a)  STRATFORD  CONTRIBUTION.  In return for its 80% member  interest,
               Stratford will contribute $750,000.00 cash to New LLC, the source
               of which will  include the  purchase by DRD-97 Trust of 1,800,000
               shares  and by David  Goldstein  of 200,000  shares of  Stratford
               common  stock  at a  price  of $.25  per  share  (for a total  of
               $500,000),   payable  to  Stratford  contemporaneously  with  the
               closing of escrow for the purchase of the Property.
<PAGE>
          (b)  DIAMOND  ENTITIES'  CONTRIBUTION.  In return for their  total 20%
               member interest,  the Diamond Entities will contribute a total of
               $187,500.00 to New LLC.

          (c)  ALLIANZ  LOAN.  Pursuant  to the  attached  copy of a  commitment
               letter  dated  September  ____,  2002,  New LLC will obtain a $20
               million  loan  from  Allianz  Life  Insurance  Company  of  North
               America,  secured  by a  first  lien  on the  Property  ("ALLIANZ
               LOAN").

          (d)  BANK LOAN.  New LLC also will obtain a two year,  unsecured  $2.5
               million loan from a bank ("BANK LOAN") at an interest rate not to
               exceed  10% per  annum.  The  repayment  of the Bank Loan will be
               guaranteed ("GUARANTEED REPAYMENTS") by JDMD Investments,  L.L.C.
               ("JDMD"), as to 50%, and by Diamond Ventures, Inc. ("DVI"), as to
               50%.  The  repayment of the Bank Loan will be pari passu with the
               repayment of the Diamond Loan described below.

          (e)  DIAMOND LOAN. New LLC also will obtain a two year, unsecured $1.8
               million loan bearing interest at 10% per annum from DVI ("DIAMOND
               LOAN"). The repayment of the Diamond Loan will be pari passu with
               the repayment of the Bank Loan described above.

The shortfall amount of any increase in the estimated sum of $25,237,500, or any
reduction  in the  $20  million  Allianz  Loan,  will  be  obtained  either  (at
Stratford's  election)  by (i)  increasing  the $2.5  million  Bank Loan by such
shortfall amount, with the repayment of the shortfall amount to be guaranteed by
Stratford,  or (ii) by a  separate  loan of the  shortfall  amount to New LLC by
Stratford,  bearing  interest  at 10% per annum,  repayable  pari passu with the
repayment of the Bank Loan and the Diamond Loan.

     3.   DEBT/EQUITY  CONVERSION:  In the  unlikely  event of a default  in the
repayment  of the Bank and Diamond  Loans by New LLC,  resulting in JDMD and DVI
making their equally  shared  Guaranteed  Payments of the Bank Loan as described
above,  the  indebtedness  owing to JDMD and DVI will be  converted  to members'
interests in New LLC as follows:

          (a)  JDMD will be added as a member  having a 23.87%  interest  in New
               LLC (calculated by dividing JDMD's Guaranteed  Repayment of $1.25
               million by the total $5.237 million of capital contributions plus
               the Guaranteed Repayments and the Diamond Loan);

          (b)  DVI will be added as a member having a 58.24% interest in New LLC
               (calculated  by dividing  the total of $5.237  million into $3.05
               million, comprised of DVI's Guaranteed Repayment of $1.25 million
               plus its $1.8 million Diamond Loan); and

          (c)  Stratford's  initial 80% interest will be reduced to 14.31%,  and
               the  Diamond  Entities'  total 20%  interest  in New LLC shall be
               reduced to 3.58%.
<PAGE>
     4.   ALLIANZ LOAN NON-RECOURSE  CARVE OUTS: JDMD will guarantee the payment
by New LLC of the non-recourse  exceptions or carve outs under the Allianz Loan.
If JDMD  actually  makes any of its  guaranteed  payments  for the Allianz  Loan
non-recourse  exceptions  or  carve  outs,  the  then  members  of New LLC  will
reimburse JDMD for their  respective pro rata shares (equal to their  respective
member percentage interests in New LLC) of the guaranteed payments made by JDMD.

     5.   JDMD/STRATFORD  STOCK: As part of the  consideration for JDMD agreeing
to guarantee payment of the aforementioned Allianz Loan non-recourse  exceptions
or  carve  outs,  the  guaranty  by  JDMD  of up to 50% of the  Bank  Loan,  the
assignment by JDMD of all its interests in finding and  negotiating the purchase
of the  Property  and the Allianz  Loan and other  financing  involved,  and the
waiver by JDMD of any fees for its efforts in this regard,  Stratford will issue
1,200,000  shares of its common  stock to JDMD,  fully paid and  non-assessable,
contemporaneously with the closing of escrow for the purchase of the Property.

     6.   STRATFORD  LOAN:  Contemporaneously  with the execution of this letter
agreement,  DVI will loan $650  thousand to  Stratford,  secured by  Stratfords'
interest as a member of Raintree  Development  LLC, the repayment of which along
with 10% interest  shall be due at the closing of escrow for the purchase of the
Property.

     7.   GENERAL:  This letter  constitutes a binding agreement with respect to
the matters set forth herein.  The provisions of this letter are not intended to
be  all-inclusive  and may be  superseded  by a mutually  agreed upon  Operating
Agreement of New LLC (with respect to Paragraphs  1-5 above) and by the mutually
agreed upon promissory note and security  agreement (with respect to paragraph 6
above).

     Please  indicate your  acceptance with the matters set forth in this letter
agreement by signing and returning the enclosed copy of this letter to us.


                                        Very truly yours,

                                        /s/ Mel Shultz
                                        ----------------------------------------
                                        Mel Shultz on behalf of JDMD

                                        /s/ David Eaton
                                        ----------------------------------------
                                        David Eaton on behalf of Stratford


ACCEPTANCE:

/s/ Donald Diamond
---------------------------------------
Donald Diamond on behalf of Diamond
Ventures, Inc. and the Diamond Entities

/s/ David Goldstein
---------------------------------------
David Goldstein