AGREEMENT



   MADE this day ____ of _____________, 1999, by and between
  SEVEN FIELDS DEVELOPMENT COMPANY, a Pennsylvania Business
  Trust having its principal place of business at 2200 Garden
  Drive, Seven Fields, Pennsylvania (hereinafter referred to as
  the "Seller"), and HANNA HOLDINGS, INC., having its principal
   place of business at 419 Gamma Drive, RIDC Park, O'Hara
    Township, Pennsylvania (hereinafter referred to as the
                        "Purchaser").


   WHEREAS, Seller is the Developer of a 500+ acre mixed use real
      estate development in the Borough of Seven Fields,
  Pennsylvania, and operates a residential construction company
  under the fictitious name "Hawthorne Construction Company,"
    which builds residential dwelling units in Butler and
              Allegheny Counties, Pennsylvania;


   WHEREAS, Seller is entering the final stages of its Seven
  Fields Development and desires to arrange for the sale of all
  remaining residential lots and its construction company after
           the development reaches a certain point;


   WHEREAS, Purchaser has acted as the Seller's exclusive
   residential real estate sales agent at the Seven Fields
  Development for a number of years and is therefore familiar
  with the residential real estate market in the Seven Fields
                            area;


   WHEREAS, Purchaser is willing to agree to purchase at one time
  all residential lots and certain other assets owned by Seller
  at a time and at a price to be determined in accordance with
             the following terms and conditions.


   NOW, THEREFORE, in consideration of the mutual covenants set
  forth herein and intending to be legally bound hereby, the
               parties hereto agree as follows:

   ARTICLE I
   TRANSFER OF ASSETS


   1.1   TRANSFERRED ASSETS.  Subject to the terms and conditions
  set forth in this Agreement, Seller agrees to sell, transfer
  and assign to Purchaser, and Purchaser agrees to purchase from
  the Seller, all of the Seller's right, title and interest in
  and to the following Assets:


  (a)    RESIDENTIAL LOTS.  All residential lots owned by Seller
  on the Closing Date, as hereinafter defined, located in the
  following subdivisions:



   SEVEN FIELDS:              NEVILLEWOOD:

   North Ridge Estates I            Oak Hill
   North Ridge Estates 11          Carnoustie
   North Ridge Estates III        English Turn
   Castle Creek 11
   Castle Creek III
   Hawthorne Commons



  The lots to be sold hereunder shall be listed on a schedule to
  be provided to Purchaser at least sixty (60) days prior to the
   Closing Date and shall be updated as of the Closing Date.


   (b)   CONSTRUCTION-IN-PROCESS.  All construction-in-process on
  any lot within subparagraph (a) above, as of the Closing Date,
  including, but not limited to, completed (but not subject to a
  contract for sale) and uncompleted houses and dwelling units,
  building foundations, driveways, and any other completed or
  uncompleted improvements or portions thereof which have been
  placed or constructed within the boundaries of a lot.  The
  construction-in-process to be sold hereunder shall be
  described on a schedule to be provided to Purchaser sixty days
  (60) prior to the Closing Date and updated on the Closing
  Date                        .


   (c)   CONTRACTS FOR THE SALE OF RESIDENTIAL DWELLINGS.  Any
  contracts for the sale of residential dwelling units, the
  construction of which is not completed by the Closing Date,
  shall be assigned to the Purchaser at the Closing along with
  any deposits held by Seller in connection therewith.  A
  schedule of all such contracts of sale which are expected to
  be assigned hereunder shall be listed on a schedule to be
  provided to Purchaser sixty (60) days prior to the Closing
  Date         and updated on the Closing Date.

      A residential dwelling shall be deemed completed, for purposes
  of this Agreement, only upon the issuance of an occupancy
  permit.


   (d)   INVENTORY.  All building materials, appliances, parts and
  supplies, equipment, vehicles, computers, office furniture,
  office supplies, and furnishings owned by Seller on the
  Closing Date. A schedule equipment, vehicles, computers, office
  furniture and furnishings shall be provided to Purchaser sixty
  days prior to the Closing Date and of the other inventory at
  least five (5) days prior to Closing Date, and all shall be
  updated on the Closing Date.


   (e)   HAWTHORNE CONSTRUCTION COMPANY.  All tangible and
  intangible assets of Hawthorne Construction Company which are
  not included in subparagraphs (b) and (c) above, including,
  but   not limited to, the fictitious name "Hawthorne
  Construction Company," any engineering drawings, building
  designs, standard practices and specifications, methods of
  construction, and plans and blue prints developed by, or on
  behalf of, Hawthorne Construction Company.


   (f)   LEASEHOLD INTEREST.  The unexpired term as of the Closing
  Date, of Seller's leasehold interest in the second floor of
  the office building located at 2200 Garden Drive, Seven
  Fields, Pennsylvania, in which Seller maintains its offices,
  and any other portions of the building covered by the lease.
  If the Seller has not entered into a lease agreement for the
  second floor office space as of the Closing Date, which lease
  agreement is under the terms and conditions of the attached
  lease Exhibit A, then this provision will be null and void and
  any allocation of price shall be deleted, with no change to
  any other term of this Agreement.


   (g)   CERTAIN OTHER INTANGIBLE ASSETS.  Certain intangible assets
  not heretofore mentioned which are owned by Seller, including
  contract rights, customer lists, telephone numbers if
  requested by Purchaser, books and records, etc., which shall
  be listed on a schedule to be provided to Purchaser at least
  sixty (60) days before the Closing Date, and shall be updated
  as of the Closing Date.


   (h)   GOVERNMENTAL APPROVALS.  All governmental approvals, zoning
  and environmental permits, building and occupancy permits,
  etc., to the extent assignable without cost to the Seller.  If
  Seller refuses to pay any fee, cost, or other charge necessary
  for the transfer of any permit or other governmental approval,
  then Purchaser may make any such payments. A list of the
  foregoing shall be provided to Purchaser at least sixty (60)
  days prior to the Closing Date and updated on the Closing
  Date.


   (i)   SEVEN FIELDS SALES CENTER.  The building and lot located at
  100 Seven Fields Boulevard being used as the Seven Fields
  Sales Center shall be sold to Purchaser at the Closing in
  accordance with the terms and conditions hereinafter set
  forth.


   (j)   THE CRAWFORD PROPERTY.  The Cranberry Township property
  owned by the Seller consisting of 40.3 acres more or less and
  known as the Crawford Property shall sold to Purchaser at the
  Closing for the price hereinafter set forth. A description of
  the Crawford Property is appended hereto as Exhibit B.


   (k)   INSURANCE POLICIES.  At Purchaser's election, all policies
  of insurance held by Seller which are assignable shall be
  assigned to Purchaser at the Closing.


   (l)   SUBCONTRACTS.  All assignable subcontracts relating to the
  construction-in-process described in subparagraph 1.1(b)
  above. A list of such subcontracts shall be provided by
  Purchaser at least thirty (30) days prior to the Closing Date
  and shall be updated on the Closing Date.


   1.2   EXCLUDED ASSETS.  The Assets to be sold and/or otherwise
  transferred under this Agreement shall not include any of the
  following:


   (a)   COMPLETED RESIDENTIAL DWELLINGS UNDER CONTRACT.  Any
  completed residential dwelling unit which is the subject of an
  open agreement of sale entered into by the Seller prior to the
  Closing Date and any proceeds or payments due or to become due
  thereunder, other than any contract of sale specifically
  listed on the schedule to be provided to the Purchaser under
  paragraph 1.1(c) hereof. A list of such completed (and, those
  expected to be completed by the Closing Date) residential
  dwellings shall be provided by Purchaser at least thirty (30)
  days prior to the Closing Date and shall be updated on the
  Closing Date.


   (b)   CASH, RECEIVABLES, CREDITS AND INVESTMENTS.  All cash,
  accounts receivable, deposits, bonds, prepaid expenses,
  insurance policies, bank accounts, investments, and credits
  owned or held by, or shown on the books of, Seller as of the
  Closing Date.


   (c)   BUSINESS TRUST OWNERSHIP INSTRUMENTS.  All ownership or
  debt instruments, all minute books and stock records and all
  ownership records.


   (d)   ASSETS NOT INCLUDED IN PARAGRAPH 1.1 .  Any real estate or
  pers  onal property or rights therein, which are not
  specifically mentioned in paragraph 1.1 of this Agreement,
  along with all rights therein, are Excluded Assets and shall
  not be sold or transferred to Purchaser under this Agreement,
  Purchaser shall have no obligation of any nature whatsoever
  with respect to any Excluded Asset.  Seller shall be solely
  responsible for the proper completion of any work or warranty
  work required under any contract of sale which is not a
  Transferred Asset hereunder.



   1.3   ASSUMED LIABILITIES.  After the Closing, Purchaser shall be
  responsible to the Borough of Seven Fields to discharge all of
  the Seller's remaining obligations which are related to any
  lots to be sold hereunder, including, but not limited to,
  installation of final road surfaces, removal of sedimentation
  ponds, etc., Purchaser shall indemnify and hold Seller
  harmless from performance of any such obligations after the
  Closing, and shall replace any bonds or other security which
  Seller has posted in connection with such obligations.  Upon
  execution hereof, Seller shall furnish the Purchaser with a
  schedule of all of Seller's current outstanding obligations to
  the Borough of Seven Fields for illustrative purposes. At
  least sixty (60) days prior to the Closing Date, Seller will
  provide a list of the Assumed Liabilities and shall update the
  list from time to time until the Closing Date.


   1.4   PURCHASE PRICE.  As consideration for the Assets to be sold
  and transferred hereunder, Purchaser agrees, subject to the
  terms and conditions set forth in this Agreement, to pay to
  the Seller at the Closing the following:


   Consideration for the lots to be sold and transferred
   hereunder is based upon the following percentages of the
   Standard Asking Price as of the Closing Date as follows:

<TABLE>
<CAPTION>
  Location                               68% First      59% Next
<S>                                      <C>            <C>
Seven Fields plans:
North Ridge Estates, I, II and III       30 lots        30 lots
Castle Creek II and III                  15 lots        15 lots
Hawthorne Commons                        18 lots        18 lots
</TABLE>

  Any additional lots in the foregoing plans are priced at 50%
      of the Standard Asking Price as of the Closing Date.

  Nevillewood lots are priced at Seller's cost shown on Seller's
  books and records.


   (b)   CONSTRUCTION-IN-PROCESS-DWELLINGS.  Purchaser shall pay to
  Seller at the Closing for Construction-in-Process  of
  dwellings an amount equal to the total cost of
  Construction-in-Process which Seller paid, incurred or
  allocated prior to the Closing Date in connection with
  construction activities on any of the lots sold hereunder as
  reflected on Seller's books and records.  The items of cost
  which Seller may include in the calculation of cost of
  Construction-in-Process are listed on the schedule attached
  here to as Exhibit "C."

   The cost of Construction-in-Process which Purchaser shall be
  obligated to pay for any one dwelling unit under construction
  shall not exceed the amount, when added to the estimated cost
  of completion as of the Closing Date, which equals the selling
  price for the dwelling unit in question less sales costs.

   The estimated cost of completion of a dwelling unit shall be
   determined by agreement of the parties, and failing such
  agreement, by arbitration in accordance with the provisions of
   paragraph 5.2 hereof.


   (c)   INVENTORY, EQUIPMENT AND FURNISHINGS.  Purchaser shall pay
  to Seller at the Closing, for all inventory, equipment,
  supplies, and furnishings sold hereunder, an amount equal to
  the total book value therefor as shown on Seller's books and
  records as of the Closing Date. "Book value" is the original
  cost of the item, less depreciation to the Closing Date for
  items other than inventory. For inventory, book value is the
  cost  of merchantable inventory items.


   (d)   LEASEHOLD INTEREST.  Purchaser shall pay to Seller at the
  Closing for the assignment of the unexpired lease term on the
  lease for Seller's offices, an amount equal to a pro rata
  share of the prepaid rent previously paid by Seller, prorated
  over the lease term.


   (e)   THE SEVEN FIELDS SALES CENTER.  The Purchaser shall pay to
  the Seller at the Closing the sum of Four Hundred Twenty Five
  Thousand ($425,000.00) Dollars for the Seven Fields Sales
  Center.


   (f)   THE CRAWFORD PROPERTY.  The Purchaser shall pay to the
  Seller at the Closing the sum of Five Hundred Eighty Thousand
  ($580,000.00) Dollars for the Crawford Property.


   (g)   INSURANCE POLICIES.  For any insurance policy assigned to
  Purchaser hereunder, Purchaser shall pay to Seller the prepaid
  premium prorated for the remaining unexpired term.


   (h)   OTHER TRANSFERRED ASSETS.  All other Assets to be
  transferred at the Closing under paragraph 1.1 hereof, shall
  be transferred for no additional consideration.


   1.5   LIMITATIONS ON CONSTRUCTION-IN-PROCESS OF SPEC HOUSES.
  Seller shall use its best efforts to ensure that at the time
  of Closing, there shall be at least twelve (12) and no more
  than twenty-five (25) dwelling units under construction at
  Seven Fields, and at least four (4) but not more than ten (10)
  dwelling units under construction at Nevillewood which, as of
  the Closing Date, are not under contract with a purchaser.


   1.6   EARNEST MONEY DEPOSIT.  Purchaser shall deposit an Earnest
  Mone y Deposit in the amount of Four Hundred Thousand
  ($400,000.00) Dollars to be held in escrow by Seller's
  counsel, Anthony P. Picadio, Esq. ("Picadio"), (who shall be
  the Drawee) during the pendency of this Agreement, or shall
  provide a bank letter of credit in the amount of Four Hundred
  Thousand ($400,000.00) Dollars in a form reasonably acceptable
  to Seller's counsel. If the Seller claims there is an event
  entitling Seller to liquidated damages, Notice shall be given
  Purchaser. Purchaser, within 10 days of receipt of such
  Notice, may give Notice to Seller and Picadio that Purchaser
  disputes the Seller's claim, in which case Seller shall not
  draw upon the letter of credit unless any of the following
  occur:

      (a) The letter of credit is due to expire and the Purchaser
  has not provided for a renewal or extension of the letter of
  credit;

      (b) A judgment or decree, final and unappealable, has been
  entered in a court having jurisdiction, which judgment or
  decree awards the liquidated damages to Seller.

   If the letter of credit is drawn upon due to Seller asserting
  a right to liquidated damages and Purchaser disputes Seller is
  entitled to liquidated damages, Picadio shall hold the funds
  and invest them into an interest bearing account pending the
  parties' instructions or a final, unappealable order of any
  court relating to the same.



   1.7   SELLER'S STANDARD ASKING PRICE FOR LOTS.  The Seller's
  Standard Asking Price for Lots contained in the various
  subdivisions listed in paragraph 1.1(a) hereof are set forth
  on Exhibit "D" attached hereto. Seller shall not increase or
  decrease its Standard Asking Price for any lot without the
  Purchaser's written consent.


   1.8   TIME AND PLACE OF CLOSING.  The Closing shall be held on
  January 2, 2001, beginning 10:00 A.M. unless Seller gives at
  least sixty days Notice of an earlier Closing Date. The
  Closing will take place in Seller's Offices unless otherwise
  required by Buyer, in which case Buyer shall determine the
  place of Closing. Time shall be of the essence with respect to
  the Closing Date.


   1.9   PRELIMINARY ESTIMATE OF PURCHASE PRICE.  Thirty (30) days
  prior to the Closing Date Seller shall provide Purchaser with
  a written preliminary listing of the Assets to be sold
  hereunder along with an estimate of the Purchase Price which
  shall be due at the Closing. The final list of Assets to be
  sold hereunder and the final amount to be paid at Closing will
  be adjusted at Closing. The parties will cooperate with one
  another so that at Closing, the final list will be approved by
  both parties.


   1.10  CONTINUED OPERATION OF BUSINESS.  Seller shall continue to
  operate in the ordinary course of its business until the
  Closing.


   1.11  PROCEDURE PRIOR TO AND AT THE CLOSING.

   Not less than five (5) days prior to Closing, Seller shall
  provide to Purchaser or Purchaser's representative, copies of
   all deeds and the bill of sale proposed for delivery at
  closing. Such shall be in a form reasonably acceptable to
  Purchaser and as required under the terms of this Agreement.

   At the Closing, the following actions will be taken by the
  parties and the completion of each action shall be a further
  condition to the Closing:


   (a)   SELLER'S OBLIGATIONS


      (i)   Delivery of a Special Warranty Deed(s) for all real
  property to be transferred at the closing by good and
  marketable title, insurable by any reputable title company
  subject only to those easements and exceptions for utilities,
  roads and the like which are either on the recorded plan or do
  not affect the use or value of the lot for the construction of
  residential housing;

      (ii)  Delivery of a Quit Claim Deed for the Seller's mineral
  rights, if any;

      (iii) Delivery of a Non-Foreign Affidavit;

      (iv)  Delivery of a Bill of Sale for all inventory, equipment,
  supplies and furnishings to be transferred at the Closing;

      (v)   Assignment of Leasehold Interest;

      (vi)  Assignment of Contracts of Sale of residential dwelling
  units as called for under this Agreement;

      (vii) Assignments of Seller's plans, designs, permits and
  approvals;

      (viii)   Delivery of a Current Certificate of Good Standing from
  the Pennsylvania Department of State; current Corporate Lien
  Certificate from the Pennsylvania Department of Revenue;
  Corporate Resolution; and Incumbency Certificate; or similar
  documents and certificates applicable to a Pennsylvania
  Business Trust;

      (ix)  Delivery of Municipal Lien Letters;

      (x)   Delivery of Paid real estate tax receipts;

      (xi)  Delivery of All mortgage satisfaction pieces and any other
  instruments necessary to satisfy or release any security
  interest in the Property being transferred;

      (xii) Assignment to Purchaser or Purchaser's designee of all
  rights in and to the fictitious name: "Hawthorne Construction
  Company" if Purchaser elects;

      (xiii)   Delivery of a Corporate Tax Clearance Certificate
  pursuant to 69 P.S. 529, or such other requirement as may
  reasonably be required by the title insurance company selected
  by the Purchaser to eliminate any exception related to this
  issue;

      (xiv)    Any affidavits or other documents reasonably required by
  Purchaser's attorney or title insurance company;

      (xv)  Delivery of a UCC search report from the Secretary of
  State of the Commonwealth of Pennsylvania and from the
  counties in which the Transferred Assets are located and each
  county in which the Seller does business, showing that there
  are no liens or encumbrances against any of the Transferred
  Assets that will not either be paid or credited at Closing.


      (xvi) Delivery of an affidavit that no liens or encumbrances
  exist on any of the property sold hereunder;

      (xvii)   If required by the organization financing the
  transaction, an opinion from counsel for the Seller that (1)
  the Seller has all requisite power and authority to execute
  the Agreement and to deliver the deeds and other documents
  relating to the Assets to be Transferred and otherwise
  consummate the sale; (2) that the Agreement, deeds, bill of
  sale and all other documents relating to the Assets to be
  transferred have been executed by the proper representatives
  of the Seller who were properly authorized; (3) That counsel
  is not aware of any representation or warranty of Seller that
  is not materially true in all respects; and, (4) that counsel
  is not aware of any legal actions instituted or threatened
  which would affect the Transferred Assets or the ability of
  the Seller to transfer such assets;

      (xviii) Delivery of an incumbency certificate;

   (xix) Delivery of certified copies of all resolutions or other
  documents reflecting that Seller is authorized to enter into
  this Agreement and to consummate it;

         (xx) Delivery of a certificate of good standing that Seller is
  in good standing as a Business Trust within the Commonwealth
  of Pennsylvania;

         (xxi) Purchaser's security deposit or letter of credit shall
  be returned or credited to the Purchase Price;

       (xxii) Seller shall execute and deliver to Purchaser any
  other agreements or instruments, in form reasonably acceptable
  to Purchaser's counsel, the title company issuing insurance on
  t he Transferred Assets or the institution financing the
  Transferred Assets or required to fulfill the obligations
  undertaken in this Agreement

      (xxiii) Seller shall deliver to Purchaser evidence that Seller
  obtained a trailer by which it has provided for the extension
  of any claims made liability insurance relating to
  construction or development by Seller prior to the Closing.

   (b)   PURCHASER'S OBLIGATIONS.  The Purchaser shall deliver to
  the Seller at the closing the full amount of the Purchase
  Price by cashier's check or wire transfer immediately
  available funds, shall satisfy any closing requirements
  imposed by Purchaser's title insurance company, and shall
  execute and deliver to Seller any agreements or instruments,
  in form reasonably acceptable to Seller's counsel, required to
  fulfill the obligations undertaken in this Agreement.


   1.12  ADJUSTMENTS AND PRORATIONS.  The final list of Transferred
  Assets and the total Purchase Price shall be determined at the
  Closing.  Any necessary adjustments which cannot feasibly be
  made at or prior to the Closing shall be made as soon as
  reasonably practicable following the Closing.

   All real estate taxes shall be prorated to the date of Closing
  based upon the year of tax accounting for each taxing body.
  The parties shall share equally the realty transfer taxes
  applicable to the sale of the real estate to be transferred
  hereunder.  Following the Closing, Seller and Purchaser shall
  each have reasonable access to the other's books and records
  for the purpose of making any necessary post-Closing
  adjustments or preparing any necessary filings.



   1.13 EXTRAORDINARY TRANSACTIONS NEEDING PURCHASER'S CONSENT.
    From the date of execution of this Agreement until the
  Closing, Seller, without the written consent of the Purchaser,
  shall not:


   (a)   Dispose of any asset falling within any of the categories
  of Transferred Assets set forth in paragraph 1.1 hereof, other
  than in the ordinary course of Seller's business.

   (b)   Purchase any individual item of inventory or equipment for
  a purchase price in excess of Ten Thousand ($10,000.00)
  Dollars.

   (c)   Increase the total book value of inventory and equipment by
  more than One Hundred Thousand ($100,000.00) Dollars.

   (d)   Acquire any inventory or equipment other than in the
  ordinary course of business.

   (e)   Sell any lot for a price which is less than the Seller's
  Standard Asking Price therefor as shown on Exhibit "D" hereto.

   (f)   Depart from the limitations on Construction-in-Process set
  forth in paragraph 1.5 hereof.

   (g)   Make any material change in development, construction or
  plans which affect the Transferred Assets.


   In all other respects the Seller shall continue its normal
   business operations until the Closing.


   1.14  SELLER'S OBLIGATION TO DEVELOP LOTS. All residential lots
  to be sold hereunder shall be developed by Seller in
  accordance with the applicable subdivision and grading plans
  approved by the Borough of Seven Fields. Sewage, water and
  electrical utilities connections shall be made available by
  Seller at the boundary of each lot to be sold hereunder.
  Seller may contract with others to complete any such lot
  development which may remain uncompleted on the Closing Date,
  or, at Seller's election, may give Purchaser a credit at the
  Closing in the amount of Seller's budgeted cost for any
  uncompleted lot development. If the parties disagree as to the
  amount of the credit due the Purchaser under this paragraph,
  at Purchaser's election, Seller shall complete the work.


   1.15  COMPLETION OF CONSTRUCTION-IN-PROCESS.  Purchaser shall be
  solely responsible for the completion of any residential
  Construction-in-Process transferred hereunder and the lots as
  set forth in Article 1.14 and shall indemnify and hold Seller
  harmless from any and all claims relating thereto (excluding
  lot development work by Seller) and including, but not limited
  to, claims alleging defects in construction or construction
  materials for any residential improvements completed by
  Purchaser after the Closing without regard to whether the
  alleged defect occurred prior to or after the Closing except
  as otherwise provided hereunder or as may result from a breach
  of a warranty by Seller. Purchaser agrees to fully indemnify
  and hold Seller harmless from any such claims.


  ARTICLE 11
  CONDITIONS TO CLOSING


   2.1   ENVIRONMENTAL ASSESSMENT.  Prior to the execution hereof,
  Seller provided Purchaser with a Phase I Environmental Site
  Assessment Report dated September 1999 prepared by Earth Tech,
  Inc., which covers the real property to be transferred
  hereunder.  Purchaser acknowledges that there is nothing in
  such report which Purchaser considers material to the
  transaction set forth in this Agreement.  Purchaser, at its
  own cost, may retain a consultant to conduct any additional
  Environmental Assessment which it desires and may enter the
  Property at any reasonable time for the purpose of conducting
  any such additional Environmental Assessment.  The Purchaser
  shall remain liable to repair and restore any disturbances to
  the  Property caused by the Environmental Assessment.

   If any additional Environmental Assessment which Purchaser
  causes to be conducted identifies any material environmental
  contamination of any of the real property to be transferred
  hereunder which is not shown in the Phase I report provided by
  Seller, then Purchaser may elect to terminate this Agreement.

   Any such election to be effective must be in writing and must
  be served on the Seller, along with a copy of the
  environmental Assessment Report relied on, within one hundred
  twenty (120) days after the date of this Agreement.  Time
  shall be of the essence with respect to the one hundred twenty
  (120) day period.

   This provision permitting termination of this Agreement if
  Purchaser discovers a material environmental condition not
  shown in the Phase I Environmental Assessment Report provided
  by Seller, shall constitute Purchaser's sole and exclusive
  remedy against the Seller for environmental contamination of
  any real property to be transferred hereunder. If purchaser
  fails to terminate this agreement in strict accordance with
  this paragraph, it shall be obligated to close in accordance
  with the terms and conditions of this Agreement unless Seller
  is in default.



   ARTICLE III
   WARRANTIES AND REPRESENTATIONS



   3.1   SELLER'S REPRESENTATIONS AND WARRANTIES.  Seller represents
  and warrants to Purchaser as follows:

   (a)   VALIDLY EXISTING.  Seller is a business trust validly
  existing and presently subsisting under the laws of the
  Commonwealth of Pennsylvania.

   (b)   NECESSARY AUTHORITY.  Seller has the necessary corporate
  power and authority to execute and deliver this Agreement and
  to perform its obligations hereunder, including, but not
  limi ted to, executing the deeds and bill of sale and
  assignment of the Lease.

   (c)   FORMAL ACTION.  The execution and delivery of this
  Agreement have been duly authorized by all necessary formal
  actions of the Trustees of Seller.

   (d)   DUE EXECUTION.  This Agreement has been duly executed and
  delivered and constitutes the legal, valid and binding
  obligations of the Seller and is enforceable against the
  Seller in accordance with its terms.

   (e)   COMPLIANCE WITH BULK SALES LAWS.  Seller shall comply with
  any applicable bulk sales laws and shall indemnify Purchaser
  against any and all liabilities, damages, costs, and expenses
  incurred by Purchaser as a result of any claims that this
  transaction violates or is subject to any bulk sales laws.

   (f)   PARTIES IN POSSESSION.  There are no known parties with a
  claim of adverse possession to the real property to be
  conveyed hereunder and Seller has no notice of any such claim.

   (g)   MECHANICS' LIENS.  At the Closing there will be no unpaid
  bills for labor or materials furnished to Seller in connection
  with the real estate to be conveyed hereunder that would
  permit a mechanics' lien or materialmen's lien to be filed on
  the Property. Seller shall obtain lien releases from all
  contractors who would be entitled to file a lien if unpaid.

   (h)   CONDEMNATION.  There is no pending or threatened
  condemnation or similar proceeding affecting any real property
  to be conveyed hereunder, or any portion thereof, nor has
  Seller actual knowledge that any such action is presently
  contemplated. Seller agrees to give Purchaser prompt notice of
  any actual, threatened or contemplated condemnation of which
  Seller receives notice between the date of this Agreement and
  the Closing.

   (i)   NON-FOREIGN STATUS.  Seller is not a "foreign person" as
  defined under Section 1445(f) of the Internal Revenue Code;
  and, at Closing, Seller shall furnish purchaser an affidavit
  confirming the same in such form as Purchaser's attorney may
  reasonably require.

   (j)   HAZARDOUS MATERIALS.  Seller has no actual knowledge that
  hazardous waste, hazardous substances or any other hazardous
  materials have been stored or disposed of on any real property
  to be conveyed hereunder, and it shall not knowingly cause or
  permit storage or disposal of such hazardous materials after
  the date of this Agreement and before the Closing.  Seller has
  received no notice of any kind related to the environmental
  condition of any real property to be conveyed hereunder.
  Seller has provided Purchaser with its most current Phase l
  Environmental Site Assessment dated September 1999.  Purchaser
  understands and agrees that except as set forth in this
  paragraph, Seller makes no express or implied warranties or
  repr esentations as to environmental contamination or
  liabilities, and that all real property transferred hereunder
  is transferred AS IS.

   (k)   WETLANDS.  Seller has no actual knowledge or notice that
  the development of any real property to be conveyed hereunder
  would violate any laws, regulations, ordinances, or orders
  relating to wetlands protection.

   (l)   LEGAL PROCEEDINGS OR ENFORCEMENT ACTIONS.  There is no
  action, suit, proceeding, enforcement action, administrative
  order, claim filed or threatened regarding or affecting the
  Transferred Assets or the Seller which would affect the
  Transferred Assets or the Purchaser's use or sale of same.

   (m)   COMPLIANCE WITH LAWS AND REGULATIONS.  Seller has no actual
  knowledge of any condition existing on or with respect to the
  property which violates any restrictive covenant, or any
  borough, county, state, or federal ordinance, regulation, or
  stat   ute in effect on the date of this Agreement.

   (n)   TRANSFER.  The execution and delivery of this Agreement,
  and the consummation of the transfers and conveyances called
  for in this Agreement, are not in violation of the terms and
  conditions of any mortgage, note, or other instrument to which
  the Seller is now a party and will not result in any breach or
  default thereunder.

   (o)   CONDITION OF PERSONAL PROPERTY.  All equipment, vehicles,
  furniture, and other personal property transferred hereunder
  shall be in fair condition and working order, and to Seller's
  knowledge is not subject to any major capital expenditure or
  repair.  All other inventory except plans, drawings and
  designs, shall be new, undamaged and not obsolete.  PURCHASER
  UNDERSTANDS AND AGREES THAT, EXCEPT AS SET FORTH IN THIS
  PARA GRAPH, ALL SUCH PERSONAL PROPERTY IS BEING SOLD,
  TRANSFERRED, AND ASSIGNED, AS IS, WHERE IS, AND WITHOUT ANY
  EXPR  ESS OR IMPLIED WARRANTIES AS TO ITS CONDITION,
  MERC HANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

   (p)   EMPLOYEE BENEFIT PLANS.  The Seller does not maintain any
  employee benefit plan, bonus plan, health plan, or fringe
  benefit plan for employees which will affect the purchaser.

   (q)   UNION CONTRACTS. The Seller is not party to any union
  contract, collective bargaining agreement, or other labor
  agreement.  There are no labor disputes or controversies of
  any kind between the Seller and the employees.  The Seller has
  complied with all laws relating to the employment of labor,
  including provisions thereof relating to wages, hours, equal
  opportunity, and collective bargaining. There are not amounts
  due and owing to any employee of the Seller which are
  currently due and payable and which have not been paid in full
  or accrued.

   (r)   INSURANCE. The Seller maintains each of the insurance
  policies set forth on Exhibit "E" attached to this Agreement.
  The  Seller has received no notice of cancellation or
  termination of any such policies.  The Seller has not received
  notice that any insurance premiums will be materially
  increased on the renewal thereof or that the insurance
  policies will not otherwise be renewed on substantially the
  same terms as are now in effect. If the Purchaser elects, the
  Seller will assign to Purchaser all insurance policies listed
  on Exhibit E which are assignable. Seller will continue to
  maintain the insurance hereunder and in such amounts as would
  be required to pay the replacement cost of any damage to the
  Assets to be Transferred.

   (s)   CONTINUED OPERATION OF THE BUSINESS OF SELLER. The
  operation of the business of the Seller has been and is being
  cond  ucted in accordance with all applicable rules,
  regulations, ordinances and laws governing the business of
  Seller and in the ordinary course. No investigations by any
  governmental authority asserting or alleging any violation or
  noncompliance with such laws are pending or, to the actual
  know ledge of the Seller, threatened.

   (t)   PLANS AND SPECIFICATIONS. Seller warrants that it has
  comp lied with all plans and specifications, for the
  development of the lots being transferred and, with respect to
  the buildings, with all plans, specifications and good
  building practices.

   (u)   TITLE TO TRANSFERRED ASSETS. Seller warrants that it has
  good and marketable title, free and clear of liens and
  encumbrances, to the real, personal and intangible property
  being transferred hereunder, except to the extent otherwise
  provided under the terms of this Agreement.

   (v)   TAX RETURNS AND REGULATORY FILINGS. Seller warrants that it
  has and, will to the date of the Closing, timely file all tax
  returns and pay such taxes, to the extent that a failure to do
  so would affect the Transferred Assets or Seller's ability to
  transfer the Transferred Assets.

   (w)   ADVERSE DEVELOPMENTS. Seller warrants that there are no
  adverse developments that materially affect the Transferred
  Assets or the business of Seller as of the date of Closing.


   All Representations and Warranties set forth above shall be
   true as of the execution of this Agreement and as of the
   Closing.

   Seller shall be under a continuing obligation to promptly
  notify Purchaser in writing of the occurrence of any event
  which comes to Seller's attention between the date of this
  Agreement and the Closing which, to the Seller's knowledge,
  may, would, or could change or vary the state of any warranty
  or representation made herein.



   3.2   PURCHASER'S REPRESENTATIONS AND WARRANTIES.  Purchaser
  represents and warrants to Seller as follows:


   (a)   VALIDLY EXISTING.  Purchaser is a corporation validly
  existing and presently subsisting under the laws of the
  Commonwealth of Pennsylvania.


   (b)   CORPORATE AUTHORITY.  Purchaser has the necessary corporate
  power and authority to execute and deliver this Agreement and
  to perform its obligations hereunder.


   (c)   CORPORATE ACTION.  The execution and delivery of this
  Agreement, the performance of all terms and conditions hereof,
  and the consummation of the transactions contemplated hereby
  have been duly authorized by the necessary corporate action.


   (d)   DUE EXECUTION.  This Agreement has been duly executed and
  delivered and constitutes the legal, valid, and binding
  obligations of Purchaser, and shall be enforceable against it
  in accordance with its terms.


   (e)   INSPECTION AND INVESTIGATION.  Purchaser has conducted an
  investigation of the Assets to be transferred hereunder and is
  ente ring into this Agreement in reliance on its own
  investigation concerning the physical condition, economic
  feasibility, profitability, value, and economic potential of
  said Assets and Purchaser was not induced to enter into this
  Agreement by any oral or written representation, statement of
  fact, expressions of opinion, or warranty of the Seller other
  than those expressly set forth in this Agreement.


   All of the foregoing Representations and Warranties of the
  Purchaser shall be true as of the execution of this Agreement
  and as of the Closing.


   3.3   REPORTING REQUIREMENTS.  From and after the date of this
  Agreement and until the Closing Date, Seller shall provide
  Purchaser with monthly reports of the number of developed and
  undeveloped lots remaining in the subdivisions set forth in
  para graph 1. I (a) hereof, and quarterly reports of
  Cons truction-in-Process and Inventory referred to in
  paragraphs 1. I (b) and (d) hereof in order to permit
  Purchaser to maintain a current estimate of the Assets to be
  transferred and the Purchase Price therefor.  The reports
  concerning Construction-in-Process and Inventory shall include
  the Seller's costs as shown on the Seller's books and records,
  and any accounts payable related thereto.  Seller shall also
  provide Purchaser with monthly reports of its budgeted
  development costs for the subdivisions set forth in paragraph

  1. I  (a) hereof.



   3.4   RIGHT OF CONSULTATION.  From and after the date of this
  Agreement and until the Closing Date, Seller shall operate its
  business in the ordinary course but shall regularly consult
  with Purchaser concerning development plans, lot prices,
  building designs, and all other significant matters relating
  to the subdivisions set forth in paragraph 1.1 (a) hereof
  and/or relating to the activities of Hawthorne Construction.
  Seller, however, shall be under no obligation whatsoever to
  accept any recommendation, suggestion or comment, other that
  as limited by the other terms of this Agreement, including,
  but not limited to Articles 1.7 and 1.10.

   Purchaser's Right of Consultation shall include the right to
  attend any meetings of Seller's Board of Directors, or any
     committee thereof, at which matters relating to the
   subdivisions set forth in paragraph 1. I (a) hereof are
  discussed.  Seller shall provide Purchaser with timely written
  notice of Board of Directors meetings, Executive Committee
  meetings, and any other corporate meetings at which matters
  relating to the divisions set forth in paragraph I. I (a)
                  hereof will be discussed.



    ARTICLE IV
   CONDEMNATION, INDEMNIFICATION, DEFAULTS AND REMEDIES



   4.1   CONDEMNATION.  If, during the pendency of this Agreement
  and prior to Closing, condemnation proceedings are commenced
  with respect to any portion of the Property, both the Seller
  and the Purchaser, by their respective attorneys, shall have
  the right to appear and defend their interest in the Property
  in such proceedings.  The Purchaser or the Seller may at any
  time on or prior to the Closing terminate this Agreement by
  delivery of written notice to the other party if, and only if,
  condemnation proceedings with respect to a material portion of
  the Property have been commenced.  In the event of such
  termination, the Earnest Money Deposit shall be immediately
  refunded to the Purchaser, and neither party shall have any
  further obligation to the other.  If condemnation proceedings
  are commenced but neither party elects to terminate this
  Agreement prior to the closing, then the Purchaser shall pay
  the full purchase price at the Closing and shall be entitled
  to receive the full amount of any just compensation paid or
  awarded in connection with the condemnation.



   4.2   INDEMNIFICATION OF PURCHASER.  Seller shall defend,
  indemnify, and hold Purchaser harmless from any and all
  claims, causes of action, suits, damages, liabilities, costs,
  or expenses, including attorneys fees, arising out of any
  construction or development defect, misrepresentation or other
  conduct of the Seller which occurred prior to the Closing.



   4.3   INDEMNIFICATION OF SELLER.  Purchaser shall defend,
  indemnify and hold Seller harmless from any and all claims,
  causes of action, suits, damages, liabilities, costs, or
  expenses, including attorneys fees, arising out of any
  construction defect, misrepresentation or other conduct of the
  Purchaser which occurs after the Closing.


  4.4 PURCHASER'S DEFAULT AND SELLER'S REMEDIES.


   (a)   PURCHASER'S DEFAULT.  Purchaser shall be deemed to be in
  default under this Agreement if it falls or refuses to perform
  Purchaser's obligations at Closing unless there is a default
  by Seller, Purchaser has elected to terminate this Agreement
  under paragraph 2.1, 5.1 or under any other provision hereof
  by which Purchaser is entitled to terminate this Agreement, or
  if the failure to close is not otherwise excused under the
  terms and conditions of this Agreement.

   (b)   SELLER'S REMEDIES.  If Purchaser is in default under this
  Agreement, Seller's claim shall be limited to liquidated
  damages as secured by the Earnest Money Deposit referenced in
  Article 1.6. It is agreed between Purchaser and Seller that
  the Earnest Money Deposit shall be liquidated damages for a
  default of purchaser under this Agreement because of the
  difficulty, inconvenience, and uncertainty of ascertaining
  actual damages of such default, and that such liquidated
  damages are a reasonable approximation of Seller's actual
  damages and are not a penalty.

   If a breach giving a right to liquidated damages occurs, the
  Seller may not claim any other damages or waive the liquidated
  damages claim and sue for actual damages.



  4.5 SELLER'S DEFAULTS AND PURCHASER'S REMEDIES.


   (a)   SELLER'S DEFAULTS.  Seller shall be deemed to be in default
  under this Agreement on the occurrence of any one or more of
  the following events:

      (i)   Any of Seller's warranties or representations set forth in
  this Agreement is or becomes untrue at any time on or before
  the Closing; or

      (ii)  Seller fails to meet, comply with, or perform any
  covenant, agreement, or obligation within the time limits and
  in the manner required by this Agreement.

      (iii) The violation of or failure to perform any term of the
  Agreement.

   (b)   PURCHASER'S REMEDIES.  In the event that the Seller fails
  to Close on time for a reason other than a breach or default
  by the Purchaser, and the failure to close is not otherwise
  excused under the terms and conditions of this Agreement,
  then, in such event, the Purchaser's sole and exclusive remedy
  shall be limited to the recovery of the Liquidated Damages
  hereinafter provided plus the return of the Purchaser's
  Earnest Money Deposit. If there is any other breach of this
  Agreement or misrepresentation, Purchaser may bring any action
  at law or equity to enforce the same or for damages or both.


   (c)   LIQUIDATED DAMAGES.  The parties agree and understand that
  if the Seller fails to close on time for a reason other than a
  breach by the Purchaser, and the failure to close is not
  otherwise excused hereunder, the Purchaser will suffer damages
  including, but not limited to, loss of profits and loss of
  business opportunities.  Since such damages would be uncertain
  and difficult to determine, the Seller agrees to pay and the
  Purchaser agrees to accept Liquidated Damages in the amount of
  Four Hundred Thousand ($400,000.00) Dollars in the event of
  such an unexcused failure to close on the part of the Seller,
  and  the parties agree that such sum is a reasonable
  approximation of the purchaser's damages and does not
  constitute a penalty.


   (d)   POST-CLOSING CLAIMS.  If the parties close, any
  Post  -Closing Claims for breach of any obligations,
  representations, or warranties contained in this Agreement
  shall be settled by arbitration in accordance with the
  procedure set forth in paragraph 5.2 hereof.



   4.6   LIMITATIONS PERIOD.  Written Notice of any claim under or
  to enforce this Agreement, whether at law or in equity, must
  be given within one (1) year following the Closing or shall
  forever be barred. Upon receipt of a notice of a claim, the
  recipient may at any time demand that the claimant submit the
  claim to arbitration either before the end of the one year
  following Closing or, within 60 days of the Notice, whichever
  is later.

   ARTICLE V
   MISCELLANEOUS


   5.1   FORCE MAJEURE.


   (a)   The following events of force majeure shall excuse
  Purchaser's performance hereunder:


      (i)   Any fires, accidents, war, or other casualties, whether
  natural or man made, which have a material direct or indirect
  adverse effect on Purchaser's ability to develop the Property
  into residential building lots and construct residential
  buildings thereon as contemplated by this Agreement.

      (ii)  Any change after the execution of this Agreement in any
  law, ordinance, rule or regulation, or judicial or
  administrative interpretation thereof, which has a material
  adverse effect on Purchaser's right to develop the Property
  into residential building lots and construct residential
  buildings thereon as contemplated by this Agreement.

      (iii)  Any sewer ban or other moratorium on access to
  utilities or other services necessary to the development of
  the Property which has the effect of causing a material delay
  or interruption in development.

      (iv)  Any increase in the prime rate of interest published by
  PNC Financial between the date of this Agreement and the Cut
  Off date which exceeds 2-1/2%.

      (v)  Any material adverse change in the marketability of the
  lots to be sold hereunder caused by adverse publicity arising
  from the institution of class action or other litigation
  against the Seller and/or the Seller's Board of Directors.

      (vi)  Any catastrophic currency crisis which causes the
  Purchaser to be unable to close.


   (b)   Unless the parties otherwise agree in writing, the
  following events of force majeure shall excuse either party's
  performance hereunder:


      (i)  Any injunction, court order, or administrative order
  which prohibits either party from closing or from performing
  any of its closing obligations hereunder.

      (ii)  Any fires, accidents, war, or other casualties, whether
  natural or man-made, which have a material adverse impact on
  the ability of either party to close or otherwise perform its
  obligations under this Agreement within the time specified for
  such performance; but damage to one or more buildings, not the
  result of a general disaster, such as an earthquake or natural
  disaster , shall not be considered such an event.

   The occurrence of any of the above-mentioned events of force
  majeure shall entitle the affected party to terminate this
  Agreement if it so elects. Any election to terminate this
   Agreement because of the occurrence of an event of force
   majeure must be made in writing within thirty (30) days
  following the occurrence of the event of force majeure relied
  upon in the election to terminate this Agreement. Time is of
    the essence with respect to this 30-day period and any
  election to terminate not delivered to the other party within
           said 30-day period shall be ineffective.

   If an event of force majeure occurs and one party or both
  parties have a right to terminate this Agreement as a result
  thereof, and the condition or event giving rise to the right
  to terminate this Agreement is temporal in nature, the other
    party or either party may reasonably extend the time for
     Closing if the time extension does not materially and
  adversely affect the ability of the other party to close at
                  the time to which extended.

   Any disagreement or dispute concerning a party's right to
  terminate the agreement because of the occurrence of an event
     of force majeure shall be resolved by arbitration in
            accordance with paragraph 5.2 hereof.



   5.2   ALTERNATE DISPUTE RESOLUTION PROCEDURES.  If the parties
  are unable to amicably resolve any dispute or disagreement
  concerning the construction, interpretation performance, or
  enforcement of this Agreement, then either party may serve on
  the other a written demand for arbitration setting forth in
  detail a description of each claim to be arbitrated along with
  a re quest for relief spelling out the precise relief
  requested.  Within thirty (30) days following receipt by the
  respondent of any such demand for arbitration, the parties
  shall select by mutual agreement a single neutral arbitrator
  to resolve each claim set forth in the demand for arbitration.
  If the amount of the claim exceeds Two Hundred Fifty Thousand
  ($250,000.00) Dollars, then three neutral arbitrators shall be
  selected. If the parties are unable to agree on an arbitrator
  or arbitrators within said thirty (30) day period, either
  party may ask the American Arbitration Association to select
  an arbitrator or arbitrators. Arbitration shall be conducted
  in accordance with the American Arbitration Association
  Commercial Arbitration Rules, or, in the case of a dispute
  concerning construction, the Construction Arbitration Rules.

   The decision of the arbitrator(s) on all claims shall be final
  and unappealable and may be entered as a judgment or decree in
  any court having jurisdiction over the parties thereto.  The
  arbitrator(s) shall be empowered to award counsel fees and
  litigation costs against any party found to have acted in bad
        faith in either bringing or defending a claim.

   If there are more than one claim or counterclaim, for purposes
  of determining the number of arbitrators, all of the claims
  shall be cumulated. All known claims and counterclaims must be
  filed in a single proceeding. For purposes of this provision,
    federal rules pertaining to res judicata and mandatory
              counterclaims are to be followed.

   The parties shall each contribute one half of the costs of
  arbitration, advancing such funds as are required, subject to
  the authority of the arbitrator(s) to award costs and fees
                        prospectively.


      5.3   ASSIGNMENT.  Purchaser may assign this Agreement without
  the written consent of the Seller only to an entity owned and
  controlled by the Purchaser, otherwise the written consent of
  the Seller shall be required.


   5.4   DUTY OF COOPERATION.  Purchaser and Seller shall be under a
  continuing duty of good faith, to cooperate with one another,
  and each shall provide the other with documents, information
  or provide or execute documents which may reasonably or
  commercially be usual or necessary for Closing or which may be
  required by banks, lenders or others normally involved in a
  Closing of this type.


   5.5   NO THIRD-PARTY BENEFICIARIES.  No person or entity other
  than the parties hereto and their respective successors and
  assigns shall have or be construed to have any legal or
  equitable right, remedy or claim under or in respect of or by
  virtue of this Agreement or any provision thereof.


   5.6   ENTIRE AGREEMENT.  The representations, warranties, and
  covenants set forth in this Agreement constitute the exclusive
  undertakings of the parties concerning the subject matter of
  this Agreement.  The parties make no representations or
  warranties or agreements not expressly set forth or referred
  to h erein.  All prior negotiations, agreements, and
  discussions are merged herein and there exist no enforceable
  oral agreements which deal with the subject matter of this
  Agreement.  No party relied on or was induced to enter into
  this Agreement by any promise, representation, or warranty not
  expressly set forth herein.



   5.7   AMENDMENT AND MODIFICATION.  This Agreement can be amended
  or modified only by the written agreement of the parties
  hereto duly authorized by the Boards of Directors of the
  parties hereto.



   5.8   NOTICES.  All notices or other correspondence given
  hereunder or in connection herewith shall be in writing and
  shall be sent to the appropriate party by certified mail,
  overnight courier or facsimile transmission as follows:


  If to Seller:      Darell L. Craig
                     Seven Fields Development Company
                     2200 Garden Drive, Suite 200
                     Seven Fields, PA 16046
                     FAX:  (724) 776-0050

  With a copy to: Anthony P. Picadio, Esq.
            Picadio McCall Miller & Norton
            4680 USX Tower, 600 Grant Street
            Pittsburgh, PA  15219-2702
            FAX: (412) 288-2405



  If to Purchaser:   Hoddy Hanna
            Hanna Holdings, Inc.
            119 Gamma Drive
            Pittsburgh, PA  15238

  With a copy to: Maurice A. Nernberg, Esq.
            301 Smithfield Street
            Pittsburgh, PA 15222


   5.9   NO COMMISSIONS OR BROKERS' FEES.  No agent, broker,
  investment banker, person, or firm has acted directly or
  indirectly on behalf of the Seller in connection with this
  Agreement or any transaction contemplated herein, and no
  person or entity is or will be entitled to any broker's fee,
  commission, or similar compensation in connection with this
  Agreement or the transaction contemplated herein.



   5.10  RISK OF LOSS. In case of fire or other damage to one or
  more than a single property, not constituting force majeure,
  Purchaser shall take an assignment of the insurance relative
  to such property; in which case this Agreement or the
  obligations of the parties shall not be modified. If
  settlement of the insured loss can reasonably be consummated
  prior to Closing, then this provision will not be applicable.



   5.11  TERMINATION. If Purchaser terminates this Agreement under
  any provision allowing termination and not as a result of a
  default, the Earnest Money Deposit is to be returned to
  Purchaser. In addition, Seller or Purchaser shall execute
  releases if requested.



   ARTICLE 6
   ADDITIONAL EXHIBITS

<TABLE>
<CAPTION>

   Seller has provided the following documents to Purchaser,
   other than the Exhibits attached hereto, upon which
   authenticity Purchaser has relied:
   <S>   <C>
   6.1   The Phase I Environmental Site Assessment dated September
         1999, by Earth Tech, Inc.;
   6.2   Personnel policies of the Seller;
   6.3   Form of deed to be issued;
   6.4   Certified copy of the Seller's Trust Indenture;
   6.5   A certified copy of the resolution or other authorization
         approving the entry into this Agreement.

    IN WITNESS WHEREOF, the parties hereto have set their hands
    and seals the date first above-written.



  ATTEST:               SEVEN FIELDS DEVELOPMENT COMPANY



                                  By

  George K. Wright             Paul Voytik
  Executive Vice President       President





  ATTEST:               HANNA HOLDINGS INC.



                                  By
                          Name:
                           Title:



</TABLE>