Exhibit 4(n)


                            REAL ESTATE SALE CONTRACT
                      [Royal Palm Beach Townhouse Property]
                           PALM BEACH COUNTY, FLORIDA

         This Contract is made as of the __ day of October, by and Between ROYAL
PALM  BEACH  COLONY  LIMITED   PARTNERSHIP,   a  Delaware  Limited   Partnership
("Seller"), and CENTEX HOMES, a Nevada General partnership ("Purchaser").

         In consideration of the mutual agreements herein set forth, the Parties
agree as follows:

         1.  PROPERTY.  Seller is the owner of fee simple  title to the Property
described in Exhibit A attached  hereto and  incorporated  herein by  reference,
consisting of approximately Twenty and Eighty-Two Hundredths (20.82)+/- acres of
land in the Village of Royal Palm Beach, Palm Beach County, Florida

         2. PURCHASE AND SALE.  Seller agrees to sell and convey the property to
Purchaser and Purchaser  agrees to purchase and acquire the Property from Seller
on the terms and conditions hereinafter set forth.

         3. PURCHASE  PRICE AND PAYMENT.  Purchaser  shall pay a total  purchase
price of one  Million  Eight  Hundred  Seventy  Thousand  Dollars  ($1,870,000),
subject  to  the  adjustments  and  credits  set  forth  in  this  Contract,  in
immediately  available  funds  satisfactory  to Seller at  Closing  (defined  in
Section 5).

         4. DEPOSIT

         4.1.  Earnest Money Deposit.  On the Effective Date (defined in section
22),  Purchaser shall deliver to Escrow Agent (identified in Section 22) a check
in the amount of Fifty Thousand Dollars ($50,000),  as the Earnest Money Deposit
for this  transaction  in accordance  with the provision of Section 4.3.  Escrow
Agent shall  place all  deposit  monies in an  interest-bearing  escrow  account
during the pendency of this Contract.

         4.2. Additional Deposit. If this Contract is not terminated pursuant to
Section  6, then on or before  6:00  p.m.,  Florida  time on the last day of the
Feasibility  Period,  Purchaser  shall deliver to Escrow Agent a second check in
the amount of Fifty  Thousand  Dollars  ($50,000)  (the  Additional  Deposit) in
accordance  with the provision of Section 4.3,  which shall be combined with the
Earnest  Money Deposit for an aggregate  total  deposit of One Hundred  Thousand
Dollars ($100,000). If Purchaser

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fails to deliver the  Additional  Deposit before  expiration of the  Feasibility
Period, it will be deemed to have elected to terminate this Contract pursuant to
Section 6 and the Earnest Money Deposit shall be promptly returned to Purchaser.

         4.3.  Reference to Deposit.  References in this Contract to the Deposit
shall include the Earnest  Money  Deposit,  the  Additional  Deposit  and/or any
Extension  Deposit,  as the  context  may  require,  together  with  any and all
interest accrued thereon.

         4.4.  Application of Deposit. If this Contract is terminated during the
Feasibility  Period for any reason,  Escrow Agent shall  immediately  return the
Earnest Money  Deposit to Purchaser.  If this Contract is terminated as a remedy
for default  pursuant to Section 16,  Escrow Agent shall  deliver the Deposit to
the  non-defaulting  party as  described  in  Section  16. If this  Contract  is
terminated because of failure of a Condition to Closing set forth in Section 10,
Escrow Agent shall return the Deposit to Purchaser as therein set forth.

         4.5. Termination. If this transaction is terminated before the Closing,
the Escrow Agent shall deliver the Deposit to Seller or to Purchaser pursuant to
the terms of this Contract,  or if Seller and Purchaser dispute the distribution
of the Deposit, Escrow Agent may deliver the Deposit to the appropriate court in
Palm Beach County,  Florida,  in an interpleader  action and thereafter shall be
relieved of any further obligation therefor.

         4.6.  Exculpation of Escrow Agent.  Escrow Agent shall not be liable to
either  Party for  damages  or  otherwise  for any action  taken in good  faith;
provided,  however,  that this release of  liability  shall not apply to willful
acts of  malfeasance  or gross  negligence by Escrow Agent.  In any legal action
involving  Escrow Agent including any  interpleader  action  initiated by Escrow
Agent,  all legal  expenses  reasonably  incurred by Escrow Agent  including all
discovery and appeals  expenses  shall be borne by the Party against which final
judgment is rendered or as otherwise ordered by the court.

         5. CLOSING

         5.l Closing Date. Purchaser agrees to complete the Closing and purchase
the  Property not later than one hundred  eighty (180) days after the  Effective
Date. The Closing shall occur at the office of the Closing Agent  (identified in
Section

         5.2 First Extension.  Anything herein to the contrary  notwithstanding,
if the Conditions to Closing shall not have been

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satisfied  within one hundred  eighty (180) days after the Effective Date due to
circumstances beyond Purchaser's control, then Purchaser shall have the right to
postpone  the Closing for thirty  (30) days,  i.e.,  until two hundred ten (210)
days after the Effective Date (the First Extension), upon notice to Seller given
at least ten (10) days prior to  commencement of the First  Extension,  together
with the delivery: (a) to Escrow Agent of Purchaser's check for $12,500; and (b)
to Seller of Purchaser's check for $12,500. In the event of closing, both of the
aforesaid  $12,500  payments shall be treated as additions to the Purchase Price
and shall be shown as such on the Closing  Statement,  i.e.,  the Purchase Price
shall be shown as increased to $l,895,000. Upon closing: (i) the $12,500 payment
held by Escrow  Agent  shall be  delivered  to Seller and  credited  against the
Purchase Price;  and (ii) the $12,500 payment to Seller shall be acknowledged on
the Closing Statement as previously  received by Seller and credited against the
Purchase  Price.  Accordingly,  credits  of  525,000  with  regard  to the First
Extension shall be shown on the Closing Statement against the increased Purchase
Price of  $1,895,000.  In the event that  Seller  shall  default or be unable to
timely  deliver good title to the Property to  Purchaser,  both of the aforesaid
512,500  payments shall be refunded to Purchaser.  The $12,500 payment to Seller
described  in (G) above is a  non-refundable  extension  in the event  Purchaser
terminates this contract pursuant to Section 5.5(b).

         5.3 Second Extension.  Anything herein to the contrary notwithstanding,
if the  Conditions to Closing shall not have been  satisfied  within two hundred
ten (210) days after the Effective Date due to circumstances  beyond Purchaser's
control,  then  Purchaser  shall have the right to  postpone  the Closing for an
additional  thirty (30) days, i.e., until two hundred forty (240) days after the
Effective Date (the Second Extension),  upon notice to Seller given at least ten
(10) days prior to  commencement  of the  Second  Extension,  together  with the
delivery:  (a) to Escrow  Agent of  Purchaser's  check for  $12,500;  and (b) to
Seller of Purchaser's  check for $12,500.  In the event of closing,  both or the
aforesaid S12,500 payments shall be treated as further additions to the Purchase
Price and shall be shown as such on the Closing  Statement,  i.e.,  the Purchase
Price shall be shown as further increased to $1,920,000.  Upon closing:  (i) the
$12,500  payment  held by Escrow Agent shall be delivered to Seller and credited
against the  Purchase  Price;  and (ii) the $12,500  payment to Seller  shall be
acknowledged  on the  Closing  Statement  as  previously  received by Seller and
credited against the Purchase Price. Accordingly, credits of $25,000 with regard
to the First Extension and a further S25,000 with regard to the Second Extension
shall be shown on the Closing Statement  against the further increased  Purchase
Price of  $1,920,000.  In the event that  Seller  shall  default or be unable to
timely  deliver good title to the Property to  Purchaser,  both of the aforesaid
$12,500 payments with regard to the First Extension and both of the


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aforesaid $12,500 payments with regard to the Second Extension shall be refunded
to  Purchaser.  The  $12,500  payment  to  Seller  described  in (G)  above is a
non-refundable  extension fee in the event  Purchaser  terminates  this contract
pursuant to Section 5.5(b).

         5.4 [Deleted.]

         5.5 Options If  Conditions  to Closing Not  Satisfied by the End of the
Second  Extension.  If the  Conditions to Closing shall not have been  satisfied
within  two  hundred  forty  (240)  days  after  the   Effective   Date  due  to
circumstances beyond Purchaser's control, then Purchaser shall have the right to
either:  (a) waive the  unsatisfied  Conditions  to  Closing  and  complete  the
purchase by consummating the Closing.  or (b) terminate this Contract,  in which
event the Deposit shall be returned to Purchaser.

         6. FEASIBILITY  PERIOD.  Seller hereby grants Purchaser the right for a
period of Sixty (60) days following the Effective Date (the Feasibility  Period)
to inspect and  investigate  the Property  and the  feasibility  of  Purchaser's
proposed development according to the following terms.

         6.1.  Suitability  for  Use.  Purchaser  shall  determine,  in its sole
discretion, whether the Property is suitable for development and construction of
a community containing one hundred eighty-seven (187) Townhouse Units,  together
with related  amenities,  structures and improvements  (the Project).  Purchaser
shall have the  unilateral  right to terminate  this Contract at any time before
expiration of the  Feasibility  Period by delivering  notice  thereof to Seller,
whereupon  Escrow Agent shall return the Deposit to Purchaser  and neither Party
shall have any  further  obligation  hereunder,  except for the  obligations  of
Purchaser  described in Sections 6.3 and 6.4 which shall survive  termination of
this Contract.

         6.2.  Available  Plans  and  Permits.  Within  five (5) days  after the
Effective Date, Seller shall deliver to Purchaser (or 5eller shall authorize its
engineering  firm to deliver to Purchaser) all of the following items pertaining
to the Property,  to the extent they are within Seller's control,  possession or
access: (a) development plans,  construction  plans, land use plans and drainage
plans; (b) governmental approvals and permits,  surveys,  topographical surveys,
title policies,  engineering  data and soil tests and traffic  studies;  and (c)
technical documents, plans and/or drawings.

         6.3. Purchaser's  Investigation of the Property.  At all times prior to
Closing,  Purchaser  shall have the right to enter upon the Property and to make
all inspections and investigations of the condition of the Property which it may
deem

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necessary,  including,  but not  limited to, soil  borings,  percolation  tests,
engineering and topographical studies, and the availability of utilities, all of
which inspections shall be undertaken at Purchaser's  expense.  After completing
its  investigation  of the  Property,  if  Purchaser  elects to  terminate  this
Contract in accordance with this Section, Purchaser shall repair and restore any
damage  caused to the  Property by its testing and  investigation.  If Purchaser
elects to terminate  this  Contract in accordance  with this Section,  Purchaser
shall concurrently  deliver to Seller copies of all non-proprietary  studies and
reports obtained by Purchaser during the Feasibility Period.

         6.4,  Indemnification.  Purchaser hereby agrees to indemnify Seller and
hold Seller harmless from and against all claims, losses, expenses, demands, and
liability,  including, but not limited to, attorneys' fees and expenses incurred
prior to trial, at trial and on appeal,  for nonpayment for services rendered to
Purchaser,  for construction liens, or for damage to persons or property arising
out  of  Purchaser's   investigation  of  or  entry  onto  the  Property.   This
indemnification  and agreement to hold harmless shall survive the termination or
Closing of this Contract.

         7. TITLE.

         7.1. Title to be Conveyed. At Closing, Seller shall convey to Purchaser
by  general  warranty  deed,  complying  with the  requirements  of the State of
Florida  and  Title  Company,  good and  marketable  title in fee  simple to the
Property,  free  and  clear  of any and  all  liens,  encumbrances,  conditions,
easements,  assessments,  restrictions  and  other  conditions,  except  for the
following  Permitted  Exceptions:  (a)  general  real  estate  taxes and special
assessments  for the  year  of  Closing  and  subsequent  years  not yet due and
payable;  (b) covenants,  conditions,  easements,  dedications and rights-of-way
shown on the Survey (defined in Section 7.3), to which Purchaser fails to object
or agrees to  accept;  and (c)  matters  of record to which  Purchaser  fails to
object or agrees to accept pursuant to Section 7.2.

         7.2. Title Review.

         7.2.1.  Title  Commitment.  Within thirty (30) days after the Effective
Date,  Purchaser  shall,  at  Seller's  expense  (provided  Purchaser  does  not
terminate this Contract during the Feasibility  Period),  obtain a title search,
together  with  complete  legible  copies  of  all  instruments   identified  as
conditions  or  exceptions  to title,  and then shall have Title Company issue a
Title Commitment to Purchaser for the Property.

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         7.2.2.  Purchaser's Review. Purchaser shall have thirty (30) days after
receipt of the Title Commitment and complete copies of all exceptions identified
therein,  in which to  notify  Seller  of any  objections  Purchaser  has to the
condition of title.  Purchaser  shall have the right to object to any  condition
that has an adverse  effect on: (a)  construction,  development  of  Subdivi1ion
Improvements (herein defined); (b) sale or occupancy of residential dwellings of
the type  intended  by  Purchaser;  (c) the cost of  construction  or  ownership
thereof;  or (d) the cost or ability to obtain or market  mortgages on completed
dwellings. If Purchaser fails to notify Seller in writing of objections to title
within the 30-day review period,  title shall be deemed accepted  subject to the
conditions set forth in the Title Commitment.

         7.2.3.  Seller's  Response.  Within  ten (10)  days  after  receipt  of
Purchaser's title objections,  Seller shall notify Purchaser if Seller agrees to
attempt to cure such objections to Purchaser's satisfaction. If Seller agrees to
attempt to cure such objections,  Seller shall have a reasonable period of time,
not  exceeding  ninety  (90)  days,  in which to do so. If  Seller  (i) fails to
respond to Purchaser's title objections  within ten (10) days after receipt,  or
(ii)  declines  to  attempt  to cure the title  objections,  or (iii)  agrees to
attempt to cure the title  objections  but fails to cure same within ninety (90)
days,  Purchaser  shall notify  Seller  within ten (10) days after such event of
Purchaser's  election to either:  (a) waive the title  objection(s)  and proceed
with  Closing;  or (b)  attempt to cure the title  objection(s)  at  Purchaser's
expense. If Purchaser elects to attempt to cure the title objection(s)  pursuant
to clause  (b),  Purchaser  shall have a period of at least sixty (60) days from
the  date of  notice  to  Seller  in  which to do so;  provided,  however,  that
Purchaser  and Seller may mutually  agree upon a longer  period for Purchaser to
complete its correction of the title objection(s).  If, at the end of the period
allowed for Purchaser to cure the title objection(s),  Purchaser has been unable
to  do  so,  Purchaser  shall  have  the  right  to  waive  such  uncured  title
objection(s) and proceed with the Closing. If Purchaser fails to waive its title
objection  (5) within the 10-day period set forth in clause (a), or after it has
attempted to cure same pursuant to clause (b), Purchaser shall have the right to
terminate this Contract and Escrow Agent shall return the Deposit to Purchaser.

         7.2.4. Seller's Obligations.  Seller covenants and agrees that no later
than the Closing Date, it will discharge all liens against the Property securing
any obligation of Seller or Seller's  predecessors  in title, or any claim filed
by contractors, suppliers or workers for work performed or materials supplied by
such claimants.

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         7.2.5.  Update.  Seller  shall cause Title  Company to issue an updated
Title  Commitment (the Update) for the Property.  If the Update contains any new
or different  conditions of title than the original Title  Commitment,  and such
conditions have not been approved by Purchaser in accordance with this Contract,
Purchaser  shall  have the right to object to such new or  different  conditions
prior to Closing. If Purchaser so objects,  the Closing shall be postponed,  and
Seller  shall  have ten  (10)  days  after  receipt  of  Purchaser's  new  title
objections in which to notify  Purchaser if Seller agrees to attempt to cure the
objections  to  Purchaser's  satisfaction.  All  other  rights  of  the  Parties
concerning title shall be governed by Subsection 7 2.3.

         7.2.6.  New  Instruments.  Seller  shall  not  record  new  instruments
affecting the Property without Purchaser's prior written consent.

         7.3.  Survey.  Within three (3) days after the Effective  Date,  Seller
shall deliver to Purchaser the existing  boundary  survey or boundary  sketch of
the Property prepared by a Florida licensed surveyor.  Upon receipt of a copy of
the Title Commitment, Purchaser shall obtain an update of the existing survey or
sketch showing all Schedule B-2 exceptions affecting the Property,  certified to
Purchaser  and Title Company (the  Survey),  which shall depict all  boundaries,
easements,  rights-of-way,  improvements,  encroachments  and  other  conditions
apparent on the  Property or revealed by the Title  Commitment,  and which shall
delineate the limits of any wetlands or environmentally restricted areas. If the
Survey reveals  defects,  encroachments,  disputes or other matters that are not
Permitted  Exceptions,  Purchaser shall have the right to object to such matters
within  the  feasibility  Period  and  such  matters  shall be  governed  by the
provisions of 5ection 7.2 concerning title objections. The Survey may be updated
prior to  Closing,  and  Purchaser  shall have the right to object to any new or
different conditions revealed by such further update.

         7.4.  Survey  Expense.  Purchaser  shall bear the expense of the Survey
updates.

         7.5.  Owner's  Title  Insurance.  Purchaser  shall not be  obligated to
proceed to  Closing  unless the Title  Company is  prepared  to issue an Owner's
Title Insurance  Policy in the amount of the purchase  price,  insuring the gap,
excepting  only the Permitted  exceptions  and deleting the standard  exceptions
for: (a) rights of parties in possession;  (b) errors or defects not revealed by
the Survey; (c) taxes or assessments for prior years due to a change in land use
or  reclassification  from  agricultural  or open space to residential  use; (d)
construction, mechanics'


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and  materialmen's  liens which have not been filed of record but relate to work
performed for Seller before the Closing;  and (e) exclusion for rights or claims
of creditors under federal bankruptcy or state insolvency laws.  Purchaser shall
pay the title insurance premium.

         8. DEVELOPMENT APPROVAL PROCESS.

         8.1.  Land  Use  and  Zoning.  If the  existing  land  use  and  20ning
applicable to the Property does not permit the development  and  construction of
the Project,  Purchaser shall have the right, at its expense,  to seek re-zoning
of  the  Property  in  Seller's  name,  to  permit  the  use,  development,  and
construction  of the Project  aforesaid  (the Rezoning  Approval)  Seller hereby
agrees to give  Purchaser its full and timely  cooperation,  and, if required by
the Governmental Authorities,  upon reasonable notice, to: (i) join in execution
of the  re-zoning  application;  and (ii)  attend any  governmental  meetings or
hearings  required by the  Governmental  Authorities  and requested by Purchaser
with respect to  facilitating  the  re-zoning.  Purchaser  agrees:  (a) to begin
preparing  the  application  for  any  necessary  Rezoning  Approval  as soon as
Purchaser can obtain verifiable  engineering data for such  application;  (b) to
pursue the Rezoning Approval diligently;  and (c) not to unreasonably delay such
application for any reason within Purchaser's control.

         8.2 Preliminary Site Plan. Purchaser,  at its expense,  shall prepare a
plan layout for the Property (the  Preliminary Site Plan) depicting the Project,
and shall submit such Preliminary Site Plan to the Governmental  Authorities for
approval with respect to facilitating the re-zoning.

         8.3. Site Plan. Upon expiration of the Feasibility Period, and provided
Purchaser has not terminated this Contract,  Purchaser,  at Purchaser's expense,
shall engage a licensed professional engineer as the Project Engineer to prepare
the technical  design  documents and engineering  plans for the construction and
installation  of the Subdivision  Improvements,  and prepare the plan layout for
the Property  consistent with the Preliminary  Site Plan depicting 187 townhouse
Lots with associated streets,  parking areas,  driveways,  drainage  structures,
ponds  and  easements  (the  Site  Plan),  and  submit  such  Site  Plan  to the
Governmental Authorities for approval. Said approval of the Site Plan shall be a
Condition to Closing.

         8.4. Development Permits.

         8.4.1 Application.  Purchaser and Seller,  jointly and promptly,  shall
apply  for,  and  diligently  seek,  approval  of the  Site  Plan  and  for  all
Development Permits (defined in Section

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(2) necessary for construction or installation of the Subdivision  Improvements,
including the desired yield of one hundred  eighty-seven  (187) townhouse units.
Purchaser  shall be  responsible  for any and all expenses  attributable  to the
Development Permits.

         8.4.2 Yield Under 187 Units.  If the  Governmental  Authorities  do not
approve Development Permits for one hundred  eighty-seven (187) townhouse units,
but do approve Development  Permits for at least one hundred  seventy-five (175)
townhouse units, then the Purchase Price under this Contract shall be reduced by
the sum of Ten Thousand Dollars ($10,000) for each townhouse unit approved below
the  desired  yield of one  hundred  eighty-seven  (187).  For  example,  if the
Governmental  Authorities  approve  Development  Permits  for only  one  hundred
eighty-two  (182) townhouse  units,  then the Purchase Price shall be reduced by
Fifty Thousand Dollars ($50,000).

         8.4.3 Yield Under 175 Units.  If the  Governmental  Authorities  do not
approve Development  Permits for at least one hundred  seventy-five (175) units,
then  Purchaser  shall have the right to either:  (a)  complete  the purchase by
consummating  the Closing at a Purchase Price of One Million Seven Hundred Fifty
Thousand Dollars  ($1,750,000);  or (b) terminate this Contract,  in which event
the Deposit shall be returned to Purchaser.

         8.4.4  Off-Site  Improvements.  As of the  Effective  Date,  Seller and
Purchaser  expect that no approval  of the Site Plan or any  Development  Permit
shall  impose  any new or  additional  requirements  for  Off-Site  improvements
(defined in Section 22).  Notwithstanding anything contained in this Contract to
the contrary, if the Governmental  Authorities do condition approval of the Site
Plan or any Development  Permit on new or additional  Off-Site  improvements the
cost of which shall exceed Fifty  Thousand  Dollars  ($50,000) in the aggregate,
then  Purchaser  shall have the right to deem the Site Plan or such  Development
Permit not approved for the purposes of this Contract, unless Seller shall agree
to pay by  credit  at the  Closing  the  amount  of all such  new or  additional
Off-Site improvements exceeding S50,000.

         8.5 Mitigation.  By way of inclusion and not limitation,  Seller hereby
expressly  warrants and represents to purchaser that: (a) except as set forth in
this  Section  8.5,  all  environmental  mitigation  for the  Property  has been
achieved and completed at Seller's sole cost and expense;  and (b) all approvals
required from the  Governmental  Authorities for such  environmental  mitigation
(with the  exception  of any  approval  required  from the Village of Royal Palm
Beach) already have been obtained, are available for Purchaser's inspection, and
shall be  transferred  to  Purchaser  not later than  Closing,  at no expense to
Purchaser. Notwithstanding anything contained herein to the

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contrary:  (i)  Purchaser  acknowledges  that it will be  required  to  obtain a
modification  of  the  existing  Army  Corps  of  Engineers  permit  based  upon
Purchaser's  submission  of its proposed  site plan for the  Property,  and (ii)
Seller agrees that additional  filing fees, if any, charged by the Army Corps of
Engineers and additional costs of mitigation, if any, mandated by the Army Corps
of Engineers shall be paid by Seller.

         8.6. Concurrency. By way of inclusion and not limitation, Seller hereby
expressly  warrants and represents to Purchaser that Seller already has received
one hundred  eighty-seven  (187) units of traffic  concurrency for the Property,
all of which shall be  transferred  to Purchaser not later than  Closing,  at no
expense  to  Purchaser.  Purchaser  shall  apply  for  a  certificate  from  the
Governmental  Authorities assuring that the Property is entitled to the issuance
of building permits for one hundred  eighty-seven  (187) Townhouse Units without
the necessity of Purchaser  constructing any Off-Site improvements or paying any
additional  expenses  or fees  (except  customary  impact  fees and fees for the
issuance  of  building   permits   applicable   generally  to  all   residential
construction).

         8.7.   Availability  of  Utilities.   Within  the  Feasibility  Period,
Purchaser  shall  determine:  (a) if it will be able  to  obtain  water,  sewer,
electricity,  natural  gas,  cable  television  and  telephone  services  to the
Property in sufficient  size and capacity to provide  service to the one hundred
eighty-seven  (187)  townhouses  intended  for the  Property;  and (b) the  cost
required to bring such utilities to the Property.

         8.8. Plat Approval.  The Plat of the Property shall have been approved,
in form satisfactory to Purchaser, prior to Closing, as a condition precedent to
Closing  and shall be ready for  recording  upon  payment of the fees or charges
imposed by the Governmental Authorities for recording.

         8.9.  Transfer and  Assignment of Owner's  Rights.  At Closing,  Seller
shall transfer and assign to Purchaser all right,  title and interest in and to,
any  and  all   permits,   plans,   applications,   approvals,   certifications,
engineering,  drawings,  designs,  calculations  and  other  information  and/or
documents  relating to the Property or its  development,  and shall  execute and
deliver  to  Purchaser  such  evidence  of  transfer  as  shall be  required  by
Purchaser.

         8.10  County  Approvals  Not  Required.  Seller  hereby  represents  to
Purchaser  that ne1ther the Site Plan nor the Plat for the Project  requires the
approval of any Governmental Authorities at the Palm Beach County level ("County
Approvals").   Purchaser   shall   endeavor  to  obtain   satisfactory   written
confirmation that no County Approvals are required. If Purchaser

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either (a) shall be unable to obtain  such  written  confirmation,  or (b) shall
determine  that any County  Approvals are necessary for the Site Plan and/or the
Plat, then Purchaser shall give notice to Seller of such requirement(s). In such
event, the Closing Date automatically shall be postponed to occur not later than
thirty (30) days after Purchaser's  receipt of final County Approvals.  Anything
herein to the contrary notwithstanding,  the Closing shall be not later than two
hundred seventy (270) days after the Effective Date.

         9. REPRESENTATIONS AND WARRANTIES.

         9.1. Seller's Representations and Warranties.  Seller hereby represents
and warrants to Purchaser as of the Effective Date and as of the Closing Date as
follows:

         9.1.1. Authority. The execution and delivery of this Contract by Seller
and the consummation by Seller of the transaction  contemplated by this Contract
are within  Seller's  capacity and all  requisite  action has been taken to make
this Contract valid and binding on Seller in accordance with its terms.

         9.1.2.  No Leqal Bar. The  execution by Seller of this Contract and the
consummation by Seller of the transaction  hereby  contemplated does not, and on
the  Closing  Date  will not (a)  result  in a breach  of or  default  under any
indenture,  agreement,  instrument  or obligation to which Seller is a party and
which affects all or any portion of the Property,  or (b) to Seller's knowledge,
constitute a violation of any governmental requirement.

         9.1.3.  No  Default.  Seller is not in  default  under  any  indenture,
mortgage, deed of trust, loan agreement, or other agreement to which Seller is a
party and which affects any portion of the Property.

         9.1.4. Title. Seller is the owner of marketable fee simple title to the
Property,  subject only to the Permitted  Exceptions (and encumbrances of record
which will be discharged at Closing),  and no part of the Property has ever been
occupied by Seller as a residence or  homestead.  Seller has no knowledge of any
circumstance  or event  that may give  rise to an  attempt  by any  Governmental
Authority  to seize the  Property  under any civil or criminal  law  authorizing
seizure or forfeiture as a penalty for violation.

         9.1.5.  Litigation.   There  are  no  actions,  suits,  proceedings  or
investigations  pending or, to the knowledge of Seller,  threatened  against the
Property,  including without limitation,  condemnation or eminent domain claims,
actions or proceedings.

                                       11
<PAGE>
         9.1.6.  No Hazardous  Material.  Seller has not received any notice and
has no  knowledge  that the  Property  or the  real  property  adjoining  and/or
contiguous  to the  Property  has  ever  been  used by  previous  owners  and/or
operators,  and Seller has not used the Property or the real property  adjoining
and/or contiguous to the Property to generate,  manufacture,  refine, transport,
treat,  store,  handle or  dispose of  Hazardous  Material,  as defined  herein,
whether  used in  construction  or stored on the  Property,  and  Seller has not
received a summons, citation, directive, letter or other communication,  written
or oral,  from any  agency or  department  of the State of  Florida  or the U.S.
Government  concerning any intentional or unintentional action or omission which
resulted  in the  releasing,  spilling,  leaking,  pumping,  pouring,  emitting,
emptying  or  dumping  of  Hazardous  Material  on the  Property  or on the real
property adjoining and/or contiguous to the Property.

         9.1.7. Parties in Possession. There are no parties in possession of any
portion of the Property or improvements as lessees, tenants or trespassers.

         9.1.8.  No Violations of Law.  Seller has no knowledge of any violation
of local, state or federal laws, ordinances,  rules or regulations applicable to
the Property.

         9.1.9. Site Conditions. Seller has no knowledge of any condition of the
Property  that will,  or may,  interfere  with  Purchaser's  use of the Lots for
construction of townhouses,  or will, or may, materially increase the expense of
construction of townhouses  (exclusive of the need for fill, if any),  except as
depicted on the Survey or revealed in the Title Commitment.

         9.1.10.  No  Unrecorded  Commitments.  The  Property  is  subject to no
commitments for contributions or assessments of money or land or use agreements,
easements or restrictions  except as set forth in the official public records of
real property.

         9.2.  Duty to Disclose.  Seller shall  disclose to Purchaser in writing
any  conditions or events that arise or occur  subsequent to the Effective  Date
that  become  known to Seller  and which  contradict  or modify in any  material
respect  any  representation  of Seller  set forth  herein or  otherwise  have a
material effect upon the Property or its use.

         9.3. Covenant Against Waste. Seller shall not knowingly permit trash or
other  material  to be  deposited  upon the  Property  and shall  deliver  it to
Purchaser in substantially the same condition in which the Property exists as of
the Effective Date of this Contract. Seller shall not remove trees, excavate


                                       12
<PAGE>
or remove dirt or fill material from the property or do any other act that would
increase the difficulty or expense of constructing or installing the Subdivision
Improvements.

         9.4.  Purchaser's  Representations  and  Warranties.  Purchaser  hereby
represents  and  warrants to Seller as of the  Effective  Date and as of Closing
Date as follows:

         9.4.1.  Authority.  The  execution  and  delivery  of this  Contract by
Purchaser and the  consummation by Purchaser of the transaction  contemplated by
this Contract are within Purchaser's  capacity and all requisite action has been
taken to make this Contract  valid and binding on Purchaser in  accordance  with
its terms.

         9.4.2.  No Legal Bar. The  execution by Purchaser of this  Contract and
the consummation by Purchaser of the transaction  hereby  contemplated does not,
and on the Closing Date will not (a) result in a breach of or default  under any
indenture, agreement, instrument or obligation to which Purchaser is a party and
which  affects  all  or  any  portion  of the  Property,  or (b) to  Purchaser's
knowledge, constitute a violation of any governmental requirement.

         9.5. Survival.  Seller's  representations  and warranties  contained in
this  Section 9 shall  survive  Closing  and shall not be merged  therein  for a
period of one (1) year.  Title  warranties  contained in the deed of  conveyance
shall not be limited by this Section.

         10. CONDITIONS TO PURCHASER'S  OBLIGATION TO CLOSE. Purchaser shall not
be obligated to close unless each of the following conditions (the Conditions to
Closing) are either fulfilled or waived, in writing, by Purchaser.

         10.1.  Compliance  with  Covenants.  Seller  shall have  performed  all
covenants,  agreements and obligations and complied with all conditions required
by this Contract to be performed or complied with by Seller prior to the Closing
Date, and Seller's  representations  and warranties shall be true and correct in
all material respects.

         10.2.  Status of Title. The status of title to the Property shall be as
required by this Contract.

         10.3. Development Approvals. The approvals required under this Contract
for land use and zoning  (Section  8.1),  site plan (Section  8.3),  concurrency
(Section 8.6) and plat (Section  8.8) shall have been  satisfied and  fulfilled.
The  attachment or imposition to any of the approvals  required of Sections 8.1,
8.3,

                                       13
<PAGE>
8.6,  and 8.8,  or  conditions  objectionable  to  Purchaser  shall  prevent the
fulfillment  of the  Conditions  to  Closing  by  satisfaction,  nor  shall  any
approval(s) be deemed final until they become non-appealable.

         10.4.  Moratorium.  There will be no general  moratorium imposed by any
Governmental  Authority  or utility  supplier  with  respect to the  issuance of
building permits affecting the Property or sanitary sewer,  water or electricity
connections  with respect to the Property.  If any such moratorium  exists,  the
Closing shall he delayed until the moratorium has been lifted or for one hundred
eighty (180) days,  whichever is sooner.  If the  moratorium has not been lifted
within one hundred  eighty  (180) days and  Purchaser  chooses not to waive this
condition,  either  Party  shall have the right to  terminate  this  Contract by
notice, whereupon Escrow Agent shall refund the Deposit to Purchaser and neither
Party  shall have any  further  obligation  hereunder,  except  for  Purchaser's
obligations under Sections 6.3 and 6.4.

         10.5.  Satisfaction of Conditions.  As more  particularly  set forth in
Section 5 of this  Contract,  if the  Conditions  to Closing shall not have been
satisfied, then Purchaser shall have the right to elect to either: (a) waive the
unsatisfied  Conditions to Closing and complete the purchase by closing;  or (b)
terminate  this  Contract,  in which  event the  Deposit  shall be  returned  to
Purchaser.

         11. CLOSING DOCUMENTS.

         11.1.  Documents.  At  Closing,  Seller  shall  deliver  the  following
documents ("Seller's Closing Documents") to Purchaser:

         11.1.1.  Deed. A General Warranty Deed duly executed by Seller so as to
convey to Purchaser  good and  marketable  fee simple title to the Property free
and clear of all liens,  encumbrances  and other  conditions of title other than
the Permitted Exceptions.

         11.1.2. Construction Lien Affidavit. An affidavit from Seller attesting
that: (a) no individual,  entity or Governmental Authority has any claim against
the Property  under the  applicable  construction  lien law; (b) no  individual,
entity or Governmental  Authority is either in possession of the Property or has
a possessory  interest or claim in the Property;  and (c) no improvements to the
Property  have been made for  which  payment  has not been  made.  Seller  shall
indemnify  Purchaser against any claims asserted by contractors or suppliers for
work performed or materials  supplied for the Property which were not authorized
in writing by Purchaser.

                                       14
<PAGE>
         11.1.3.  Seller's  Affidavit.  An  affidavit  from  Seller  in form and
content reasonably satisfactory to the Title Company to enable the Title Company
to delete  exceptions to the Title Commitment for matters  appearing between the
effective  date of the  Title  Commitment  and the  effective  date of the Title
Policy.

         ll.1.4.  FIRPTA. A Non-Foreign  Transferor Affidavit in accordance with
Section 1445 of the Internal Revenue Code.

         ll.l.5.  Closing  Statement.  A  Closing  Statement  setting  forth the
purchase  price,  Deposit and all credits,  adjustments  and prorations  between
Purchaser and Seller, and the net proceeds due Seller.

         11.1.6. Corrective Documents.  Documentation required to clear title to
the Property of all unpermitted liens,  encumbrances and exceptions, if any, and
such other documents duly executed in recordable form as are contemplated herein
or reasonably  required from Seller or Title Company to consummate  the Closing,
and delete all standard title exceptions.

         11.1.7.  Assignments.  Instruments  reasonably  required  to effect the
transfer of Seller's  rights,  title and  interest  in any  development  related
material as described in Section 8.

         11.2.  Pre-Closing  Delivery.  Copies of the Closing Documents shall be
delivered to Purchaser's  Counsel for review at least five (5) days prior to the
Closing Date.

         12.  CLOSING  PROCEDURE.  The Closing  shall  proceed in the  following
manner:

         12.1. Transfer of Funds. Purchaser shall fund the purchase price to the
Closing Agent by wire transfer.

         12.2.  Delivery of  Documents.  Seller shall deliver  Seller's  Closing
Documents to Closing Agent.

         12.3 Disbursement of Funds and Documents. If Title Company will endorse
the Title Commitment to delete the exception for matters  appearing  between the
effective  date of the Title  Commitment  and the effective  date of the Owner's
Title Policy, then Closing Agent shall disburse the sale proceeds to Seller, and
the Seller's Closing  Documents to Purchaser and Closing Agent shall immediately
record the Deed in the Public  Records.  If Title  Company  will not endorse the
Title  Commitment  to insure the gap,  Closing  Agent shall record the Deed when
Closing Agent is holding the purchase price in cleared funds.  After the Deed is

                                       15
<PAGE>
recorded,  Title  Company  shall be requested to issue the Owner's  Title Policy
without  any change from the  effective  date of the Title  Commitment.  Closing
Agent shall  disburse the  purchase  price to Seller,  and the Seller's  Closing
Documents to Purchaser upon the issuance of the Owner's Title Policy.

         13. PRORATIONS AND CLOSING COSTS.

         13.1.  Prorations.  The following  items shall be prorated and adjusted
between  Seller and Purchaser as of the midnight  preceding  Closing,  except as
otherwise specified:

         13.1.1.  Taxes. Real estate taxes shall be prorated on the Closing Date
based on amounts for the current year with maximum  discount taken,  except that
if tax amounts for the current year are not available,  prorations shall be made
based upon the taxes for the preceding year, with maximum discount taken.

         13.1.2.  Pending and Certified  Liens.  Certified  municipal  liens and
pending municipal liens for which work has been substantially completed shall be
paid  by  Seller;  provided,   however,  that  Purchaser  shall  be  exclusively
responsible for payment of any liens or assessments  arising from its use of the
Property.

         13.l.3. Other Items. All other items required by any other provision of
this Contract to be prorated or adjusted.

         13.2.  Re-Proration of Taxes.  If subsequent to Closing,  taxes for the
year of  Closing  are  determined  to be higher  or lower  than as  prorated,  a
re-proration  and adjustment  will be made at the request of Purchaser or Seller
upon  presentation  of actual tax bills and any payment  required as a result of
the re-proration  shall be made within 30 days following  demand  therefor.  All
other prorations and adjustments shall be final.

         13.3.  Seller's Closing Costs. Seller shall pay for the following items
at the time of Closing:

         (a)      Certified and pending municipal  special  assessment liens for
                  which the work has been  substantially  completed  pursuant to
                  Subsection 13.1.2;

         (b)      Title Curative Instruments, if any; and

         (c)      State and local transfer taxes and  documentary  stamps on the
                  Deed.

                                       16
<PAGE>
         13.4 Purchaser's  Closing Costs.  Purchaser shall pay for the following
items:

          (a) Recording of the Deed; and

          (b) Owner's Title Insurance Premium.

         14. POSSESSION. Purchaser shall be granted full possession o(pound) the
Property at Closing.

         15. CONDEMNATION. In the event of the institution of any proceedings by
any  Governmental  Authority which shall relate to the taking or proposed taking
of any portion of the  Property by eminent  domain  prior to Closing,  or in the
event of the taking of any portion of the  Property by eminent  domain  prior to
Closing,  Seller shall promptly notify  Purchaser and Purchaser shall thereafter
have the right and option to terminate  this Contract by giving Seller notice of
Purchaser's  election  to  terminate  within  ten (10)  days  after  receipt  by
Purchaser of the notice from Seller.  Seller hereby agrees to furnish  Purchaser
with  notice of a  proposed  condemnation  within  two (2) days  after  Seller's
receipt of such  notification.  Should  Purchaser  terminate this Contract,  the
Deposit shall  immediately  be returned to Purchaser and  thereafter the Parties
shall be released from their  respective  obligations and liabilities  hereunder
except as set  forth in  Sections  6.3 and 6.4.  Should  Purchaser  elect not to
terminate,  the Parties  shall  proceed to Closing and Seller  shall  assign and
convey all of its right,  title and  interest in all awards in  connection  with
such taking to Purchaser. If Purchaser fails to notify Seller of its election to
purchase the Property within the 10-day period, Purchaser will be deemed to have
terminated this Contract and its Deposit shall be refunded.

         16. DEFAULT.

         16.1.  Purchaser's Default. In the event that this transaction fails to
close due to a wrongful refusal or default on the part of Purchaser, the deposit
shall be delivered by Escrow  Agent to Seller as agreed  liquidated  damages and
thereafter, neither Purchaser nor Seller shall have any further obligation under
this Contract  except as set forth in Sections 6.3 and 6.4;  provided,  however,
that Purchaser  shall also be responsible  for the removal of any liens asserted
against the Property by persons claiming by, through or under Purchaser, but not
otherwise.  Purchaser and Seller acknowledge that if Purchaser defaults,  Seller
will suffer  damages in an amount which cannot be  ascertained  with  reasonable
certainty on the Effective Date and that the amount of the Deposit to be paid to
Seller most closely  approximates the amount  necessary to compensate  Seller in
the event of such  default.  Purchaser and Seller agree that this is a bona fide
liquidated damages provision and not a penalty or

                                       17
<PAGE>
forfeiture  provision.  Seller waives all other remedies  including the right to
recover  damages  in excess of the  Deposit  and the right to  enforce  specific
performance.

         16.2.  Seller's  Default.  In the event that Seller shall fail to fully
and timely perform any of its obligations hereunder,  then Purchaser may, at its
option:  (a) declare Seller's default under this Contract by notice delivered to
Seller,  in which event the Deposit shall be refunded to Purchaser and Purchaser
may recover all damages occasioned by such default up to the total out-of-pocket
expenses  paid to third  parties by  Purchaser  and  incurred  pursuant  to this
Contract  through  the date of  default,  including  attorneys'  fees and  other
expenses of  recovery,  but in no event to exceed One Hundred  Thousand  Dollars
($100,000); (b) enforce specific performance of this Contract; or (c) grant such
extensions  of time as Purchaser  deems proper under the  circumstances  without
waiving any other remedy.

         16.3. Notice.  Prior to declaring a default and exercising the remedies
described herein, the non-defaulting  Party shall issue notice of default to the
defaulting  Party  describing  the event or condition  of default in  sufficient
detail to enable a reasonable  person to determine the action  necessary to cure
the default.  The defaulting  Party shall have thirty (30) days from delivery of
the  notice in which to cure the  default.  If the  default  has not been  cured
within the 30-day  period,  the  non-defaulting  Party may exercise the remedies
described above.

         17.  REAL  ESTATE  COMMISSION.  Seller  has  entered  into  a  separate
agreement with RTL Realty, Inc. and National Realty Investment Group, Inc., both
licensed  real  estate  brokers,  for payment of real  estate  commissions  upon
Closing. Seller shall be exclusively responsible for payment of such real estate
commissions due RTL Realty,  Inc. and National Realty Investment Group, Inc. and
Purchaser shall have no liability whatsoever for such obligations. Purchaser has
engaged the services of Centex Realty,  Inc. and Purchaser  shall be exclusively
responsible  for payment of the real estate  commission due Centex Realty,  Inc.
and Seller shall have no liability  whatsoever for such  obligation.  Apart from
the agreements to pay  commissions  to the brokers set forth in this  paragraph;
Seller and Purchaser  each represent and warrant to the other that neither party
has engaged the  services of any other real estate  agent or broker with respect
to this  transaction,  and Seller and Purchaser agree to indemnify and hold each
other  harmless  from any and all claims for any brokerage  fees or  commissions
asserted by brokers,  agents,  consultants  or finders  claiming by,  through or
under the  indemnifying  party. The provisions of this Section shall survive the
Closing or termination of this Contract.

                                       18
<PAGE>
18. IMPACT FEES.  Purchaser  acknowledges  that development of the Property will
require payment of impact fees to the Governmental Authorities,  and such impact
fees have not been paid and are not included as part of the Property. Payment of
such fees shall be Purchaser's  responsibility after Closing. The requirement of
the payment of impact fees shall not be a  condition  of Closing.  To the extent
Seller has paid  impact  fees with  respect to the  Property  (such as  traffic,
water/sewer, roads, education/schools, police, fire, libraries, parks) to any of
the Governmental  Authorities,  Seller, at Closing shall assign to Purchaser and
Purchaser  shall  receive  credit for the impact fees paid  attributable  to the
Property.

19. NOTICES. Any notice, request, demand,  instruction or other communication to
be given to either party hereunder, except where required to be delivered at the
Closing,  shall be in  writing  and shall be  hand-delivered  or sent by Federal
Express or a comparable  overnight mail service, or mailed by U.S. registered or
certified mail, return receipt requested, postage prepaid, to Purchaser, Seller,
Purchaser's  Counsel,  Seller's  Counsel and Escrow Agent,  at their  respective
addresses  set forth  below.  Notice  shall be deemed  to have been  given  upon
receipt or refusal of delivery of said notice.  The addressees and addresses for
the purpose of this  Section may be changed by giving  notice.  Unless and until
such written  notice is received,  the last  addressee and address stated herein
shall be deemed to continue in effect for all purposes hereunder.

If to Seller:            ROYAL PALM BEACH COLONY
                         LIMITED PARTNERSHIP
                         a Delaware Limited Partnership
                         c/o Randy E. Rieger
                         3225 Aviation Avenue, Suite 700
                         Coconut Grove, FL 33133;

With a copy to:          MARTIN SHAPIRO, ESQ.
                         767 Arthur Godfrey Road
                         Miami Beach, FL 33140.

If to Purchaser:         CENTEX HOMES
                         8198 Jog Road, Suite 200
                         Boynton Beach, Florida 33437
                         Attn: Trent Bass - Division President;

With a copy to:          Kenneth Y. Gordon, Esq.
                         Centex Homes
                         8198 Jog Road, Suite 200
                         Boynton Beach, Florida 33437.



                                       19
<PAGE>
         20.  ASSIGNMENT.  The terms and  conditions of this Contract are hereby
made binding on the successors and assigns of the Parties.  Except as herein set
forth,  neither Party may assign its interest in this Contract without the prior
written consent of the other Party.  Any attempt to assign this Contract without
prior  written  consent  of the other  Party will be of no effect and will be an
event of default hereunder.  Notwithstanding the foregoing, Purchaser shall have
the right to enter into  agreements  with other  potential users of the Property
which agreements may be in the form of partnership or joint venture  agreements,
contracts for sale, partial assignments or other forms of participation.  Seller
agrees to  cooperate  with  Purchaser  by  allowing  Purchaser  the  freedom  to
structure  such deals without being in violation of this Contract  provided that
Purchaser shall remain  exclusively liable to Seller for the performance of this
Contract,  and no such  agreement  shall affect  Seller's  rights or Purchaser's
obligations  hereunder;  and  Purchaser  shall  have the  right to  assign  this
Contract without  Seller's consent to a wholly-owned  affiliate or subsidiary of
Purchaser or to any other entity in which Purchaser is a principal with at least
a fifty percent (50%) ownership  interest.  Purchaser shall notify Seller of any
such  agreements  prior  to  the  Closing,  and  Seller  will  accommodate  such
agreements  by  delivering  separate  deeds and  title  insurance  policies,  if
reasonably requested,  provided that Purchaser shall bear all expenses in excess
of those set forth in Section 13 hereof.

         21. MISCELLANEOUS.

         21.1.  Counterparts.  This  Contract  may be  executed  any  number  of
counterparts,  any one and all of which  shall  constitute  the  Contract of the
Parties and each of which shall be deemed an original.

         21.2.  Section  and  Paragraph  Headings.  The  section  and  paragraph
headings herein contained are for the purposes of identification  only and shall
not be considered in construing this Contract.

         21.3. Amendment. No modification or amendment of this Contract shall be
of any force or effect unless in writing executed by both Seller and Purchaser.

         21 4.  Attorneys'  Fees.  If any Party  obtains a judgment  against any
other  party by reason of breach  of this  Contract,  attorneys'  fees and costs
shall be included in such judgment.

         21.5.  Governing  Law. This Contract shall be interpreted in accordance
with the laws of the State of Florida, both substantive and remedial.

                                       20
<PAGE>

         21.6.  Entire  Contract.  This Contract sets forth the entire agreement
between  Seller and  Purchaser  relating to the Property and all subject  matter
herein and supersedes all prior and contemporaneous negotiations, understandings
and agreements, written or oral, between the Parties.

         21.7. Time of the Essence. Time is of the essence in the performance of
all obligations by Purchaser and Seller under this Contract.

         21.8. Computation of Time. Any reference herein to time periods of less
than six (6) days shall  exclude  Saturdays,  Sundays and legal  holidays in the
computation thereof. Any time period provided for in this Contract which ends on
a Saturday,  Sunday or legal  holiday shall extend to 6 00 p.m. on the next Full
Business Day.

         21.9.  Successors and Assigns. This Contract shall inure to the benefit
of and be binding upon the permitted successors and assigns of the Parties.

         21.10.  Acceptance Date. This Contract shall be null and void and of no
further  force and effect  unless a copy of same executed by Seller is delivered
to Purchaser three (3) days from delivery to Seller.

         21.11.  Construction  of Contract.  All of the Parties to this Contract
have participated freely in the negotiation and preparation hereof; accordingly,
this  Contract  shall  not be more  strictly  construed  against  any one of the
Parties.

         21.12.  Gender.  As used in this Contract,  the masculine shall include
the  feminine and neuter the  singular  shall  include the plural and the plural
shall include the singular as the context may require.

         21.13. Exclusivity.  Centex Corporation, a Nevada corporation, is not a
party to this Contract and shall have no direct or derivative  liability for any
obligation of Purchaser under this Contract.

         21.14.  Relationship of the Parties.  Nothing herein contained shall be
deemed to (l) create a  relationship  between Seller and Purchaser as other than
buyer and seller;  (2)  authorize  either  Party to bind the other in any manner
whatever;  or (3)  create a  fiduciary  duty on the part or either  Party to the
other.

         22. DEFINITIONS. The following terms when used in this Real Estate Sale
Contract shall have the following meanings:

                                       21
<PAGE>
         22.1.  Business Day. Any day, except Saturdays,  that the banks in Palm
Beach County, Florida are open for business.

         22.2.  Closing.  The act of  conveyance  of the  Property to  Purchaser
concurrently with the delivery of the purchase price to Seller.

         22.3. Closing Agent.  Metropolitan Title and Guaranty Company, 8198 Jog
Road, Suite 100, Boynton Beach, Florida 33437.

         22.4.  Closing  Date.  The  date  on  which  Property  is  conveyed  to
Purchaser.

         22.5. Contract. This Real Estate Sale Contract.

         22.6.  Development  Permits.  All  approvals  or  permits  that must be
officially issued or rendered by any Governmental Authority before Purchaser can
lawfully begin construction of the Subdivision  Improvements,  including without
limitation,  all  approvals  or  permits  required  by  the  U.S.  Environmental
Protection  Agency  ("EPA"),  U.S.  Army Corps of Engineers  ("Corps"),  Florida
Department of Environmental  Protection ("DEP"),  South Florida Water Management
District ("SFWMD"), Palm Beach County, and the Village of Royal Palm Beach.

         22.7.  Effective Date. The date the last Party (excluding Escrow Agent)
receives a fully executed copy of this Contract.

         22.8.  Escrow Agent.  Martin  Shapiro,  Esq.,  767 Arthur Godfrey Road,
Miami Beach, Florida 33140.

         22.9. Feasibility Period. The period of time beginning on the Effective
Date and ending sixty (60) days thereafter.

         22.10. Governmental Authority. Any federal, state, county, municipal or
other governmental department,  entity,  authority,  commission,  board, bureau,
court, agency, or other instrumentality of any of them, having jurisdiction over
the Property,  or any portion  thereof,  and whose approval is necessary for the
satisfaction of any conditions contained in this Contract.

         22.11.  Hazardous  Material.  Any  flammable  or  explosive  materials,
petroleum or petroleum  products,  natural gas or synthetic gas usable for fuel,
radioactive  materials,  hazardous  wastes  or  substances  or toxic  wastes  or
substances,  including  without  limitation,  any  substances  now or  hereafter
defined as or included in the definition of "hazardous  substances,"  "hazardous
wastes,"  "hazardous  materials,"  "toxic materials" or "toxic substances" under
any applicable governmental requirements.


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<PAGE>
         22.12. Lot. Each residential  building site depicted on the Preliminary
Subdivision Plan of the Property.

         22.13. Off-Site. Any condition or matter associated with development of
the Project but which is located on land outside the  boundaries of the relevant
plat or the Preliminary Subdivision Plan.

         22.14.  Preliminary  Site Plan.  The  engineering  drawings,  plans and
specifications  for  the  Lots  in the  form  receiving  final  approval  by the
Governmental Authorities.

         22.15.  Property.  The real  property  described  in  Exhibit A, all of
Seller's  rights under the  covenants,  conditions,  restrictions  and easements
encumbering or benefitting such real property, and any improvements thereon, and
any entitlements to utility  capacities,  storm water  discharge,  environmental
mitigation credits and/or traffic concurrency units associated with ownership of
such real property.

         22.16.  Purchaser's Counsel.  Kenneth Y. Gordon, Centex Homes, 8198 Jog
Road, Suite 200, Boynton Beach, Florida 33407.

         22.17. Seller's Counsel. Martin Shapiro, Esq., 767 Arthur Godfrey Road,
Miami Beach, Florida 33140.

         22.18.  Subdivision  Improvements.  The streets, storm water management
structures, storm sewers, water lines, sanitary sewers, electric lines and other
improvements necessary for construction and occupancy of townhouses on the Lots.

         22.19.  Title  Commitment.  An ALTA Title  Insurance  Commitment from a
Title Company  acceptable  to  Purchaser,  agreeing to issue the Title Policy to
Purchaser upon  satisfaction  of the  Purchaser's  obligations  pursuant to this
Contract.

         22.20. Title Company. Metropolitan Title and Guaranty Company, 8198 Jog
Road, Suite 100, Boynton Beach, Florida 33437.

         22.21.  Title  Policy.  An ALTA Owners  Title  Insurance  Policy in the
amount  of the  purchase  price,  insuring  Purchaser's  title  to the  land and
easements described in this Contract,  subject only to the Permitted  Exceptions
as herein defined.

IN WITNESS WHEREOF,  the Parties have executed this Contract as of the date last
written below.

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<PAGE>
WITNESSES:                              Executed by Seller on
                                        October 22, 1999

/s/???????????                          ROYAL PALM BEACH COLONY
---------------                         LIMITED PARTNERSHIP,
                                        a Delaware Limited Partnership

/s/Rebecca Santamaria                   By: STEIN MANAGEMENT COMPANY, INC.
---------------------                       as Managing General Partner

                                        By /s/Randy E. Reiger
                                           ------------------
                                           Randy E. Reiger
                                           Authorized Agent

WITNESSES:                              Executed by Purchaser on
                                        October 20, 1999

/s/Kathleen D. Breland                  CENTEX HOMES
----------------------                  a Nevada General Partnership

/s/Karl Reid Hotaling                   By: CENTEX REAL ESTATE CORPORATION,
---------------------                       a Nevada corporation,
                                            Managing General Partner

                                        By: /s/Trent Bass
                                            -------------
                                            Trent Bass, Division President



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<PAGE>
                       ESCROW AGENT'S RECEIPT FOR DEPOSIT

         MARTIN SHAPIRO, ESQ., Escrow Agent, acknowledges receipt from Purchaser
of the Earnest  Money  Deposit in the sum of $50,000,  to be held and  disbursed
strictly in accordance with the term of this Contract.

DATED: October __, 1999.

                                              __________________________________
                                              MARTIN SHAPIRO, ESQ., Escrow Agent

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<PAGE>
                                   EXHIBIT A
                                   ---------

                               LEGAL DESCRIPTION




         A parcel of land being a portion of Sections  34-27 -- T435,  R41E Palm
Beach County, Fla.









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