RESTATED AND AMENDED

                                OPTION AGREEMENT

                                     BETWEEN

                              WHITTIER TOWERS, INC.
                       A MICHIGAN CORPORATION, AS OPTIONOR

                                       AND

                           UNITED VANGUARD HOMES, INC.
               A DELAWARE CORPORATION OR ITS ASSIGNEE, AS OPTIONEE

RELATING TO THE BUILDING(S) AND LAND IN DETROIT, MICHIGAN DESCRIBED ON EXHIBIT A

                                (THE "PREMISES")

FOR VALUE RECEIVED:

1.   OPTION              Subject  to the terms  and  conditions  of this  Option
                         Agreement,  Optionor  hereby  grants  to  Optionee  the
                         exclusive  right,  at  Optionee's  option  at any  time
                         during the period  commencing  April 1, 1996 and ending
                         on December 31, 2001.

2.   PURCHASE PRICE:     Purchase price for the Premises shall be a sum equal to
                         the lesser of:
     
                         a.   Appraised  fair market value of the  Premises,  as
                              ascertained  by the method set forth below but not
                              less than the current  outstanding  balance of the
                              first  mortgage;  and

                         b.   The amount at date of closing of (i) the  mortgage
                              debt  on  the  Premises,   (ii)   management  fees
                              relating to management of the Premises since April
                              1, 1996, payable to UVH Management Corp.  ("UVM"),
                              accrued  but unpaid  (which may be offset  against
                              the purchase  price),  (iii) sums paid by Vanguard
                              Ventures,  Inc.  ("Vanguard")  or  Optionor  on or
                              after April 1, 1996 for capital


<PAGE>

                              improvements  at the Premises,  (iv) sums spent by
                              Vanguard  on  or  after  April  1,  1996  to  fund
                              negative cash flow of Optionor and (v) interest at
                              12 percent  per annum on the sums  referred  to in
                              items (iii) and (iv),

                              subject to  adjustment as provided in this Option.
                              Optionee's election to purchase the Premises shall
                              be by written  notice served upon Optionor  either
                              personally  or by  Certified  Mail  or  Registered
                              Mail, Return Receipt  Requested,  at 4 Cedar Swamp
                              Road,  Glen  Cove,  New York  11542 (or such other
                              address as Optionor  has advised  Optionee by like
                              notice),  not later  than June 30,  2001.

3. BONA FIDE OFFEREE:         In the event that Vanguard or Optionor  receives a
                              written  offer  from an  unaffiliated  prospective
                              purchaser  ("Bona Fide  Offeree")  to purchase the
                              Premises  (or the  stock  of  Optionor),  Optionee
                              agrees to either  (i)  relinquish  this  Option or
                              (ii)  change  the  purchase  price  set  forth  in
                              paragraph  2 to be the same as  offered in writing
                              by the Bona Fide  Offeree  and  promptly  exercise
                              this Option per said Bona Fide  Offeree  price and
                              terms. If this Option is relinquished per item (i)
                              above and the Premises (or  Whittier  Tower,  Inc.
                              stock) are sold to the Bona Fide Offeree, then the
                              net  proceeds  shall be  applied as  follows:  (i)
                              payment of accrued  since April 1, 1996 but unpaid
                              management   fees  due  UVM,  (ii)  sums  paid  by
                              Vanguard or Optionor on or after April 1, 1996 for
                              capital  improvements at the Premises,  (iii) sums
                              spent by  Vanguard to fund  negative  cash flow of
                              Optionor and (iv) interest at 12 percent per annum
                              on the sums referred to in items (iii)

                                        2

<PAGE>
                              and (iv).  The remaining net profit (i.e.,  net of
                              brokerage  fees,  closing  costs,  mortgage  debt,
                              etc.) shall be split 50 percent to Optionee and 50
                              percent to Vanguard.

4. CHECK AT OPTION
   EXERCISE:                  A  certified  or  bank  check  for  $25,000  to be
                              applied to the  purchase  price shall be delivered
                              to Optionor  along with the aforesaid  election to
                              exercise  this  Option.  If for any reason,  other
                              than Optionor's default,  Optionee defaults in the
                              purchase  of  the  Premises,   Optionor  shall  be
                              entitled  to retain  said  $25,000  as  liquidated
                              damages.

5. APPRAISAL:                 Appraised   fair  market  value   referred  to  in
                              paragraph  2(a) shall be established by a panel of
                              independent,  unaffiliated  appraisers experienced
                              in  real  estate   appraisal,   one   selected  by
                              Optionor,  one selected by Optionee, and the third
                              selected by the other two appraisers.  The cost of
                              Optionor's  appraiser  shall be borne by Optionor.
                              The cost of Optionee's appraiser shall be borne by
                              Optionee. The cost of the third appraiser shall be
                              borne by Optionor and Optionee, equally.

6. MORTGAGES:                 At  closing,   Optionor  shall  pay  or  otherwise
                              satisfy all mortgages on the Premises.

7. TENANTS:                   The sale  shall be subject to the rights to occupy
                              of  tenants  and/or  residents  in  possession  at
                              closing.  Leases and  security  deposits  shall be
                              assigned by  Optionor to Optionee at closing;  and
                              rent adjusted.


                                        3

<PAGE>
8. CLOSING:                   Closing for the purchase of the Premises  shall be
                              held at 10:00 AM at Vanguard's  offices at 4 Cedar
                              Swamp Road,  Glen Cove N.Y. 11442, on the 60th day
                              following  the  giving of the  notice as  provided
                              above,  or on such  other  date  and  place as the
                              parties may agree.

9. INSPECTIONS:               During the term of this  Option,  Optionee and its
                              agents and  consultants,  at  Optionee's  expense,
                              shall be  entitled  to a review  of the  Premises'
                              financial   performance  and  make  such  physical
                              inspections  and  other   investigations   of  and
                              concerning   the  Premises,   including,   without
                              limitation,  surveys,  soil borings,  percolation,
                              engineering  and  environmental  studies,   zoning
                              review,  and  other  tests as  Optionee  considers
                              necessary  for  Optionee  and its  consultants  to
                              review  and   evaluate  the  physical  and  fiscal
                              characteristics  of the Premises and condition and
                              structural   soundness  of  Improvements   and  to
                              perform  certain work or inspections in connection
                              with such evaluation.

10. PAYMENT OF
    PURCHASE PRICE:           The purchase price shall be payable by Optionee to
                              Optionor  by  certified  or  bank  check,  at  the
                              closing  or, if mutually  agreed by  Optionor  and
                              Optionee, in cash and financing on mutually agreed
                              terms.

11. DOCUMENTARY
    STAMPS:                   Optionor  and  Optionee  each  pay one half of the
                              cost of any realty  transfer  taxes and  recording
                              costs relating to this conveyance.

12. TITLE:                    Optionor  shall  convey  to  Optionee  a good  and
                              marketable fee simple title to the Premises,  free
                              and clear of all liens,  encumbrances,  easements,
                              restrictions,  and other  title  objections  other
                              than those  approved  by  Optionee.  Occupancy  by
                              Optionor's tenants or residents

                                        4

<PAGE>
                              shall not be an  objection  to  title.  Optionee's
                              title shall be  insurable as aforesaid at ordinary
                              rates by any reputable title company of Optionee's
                              choice.

13. INSURANCE, ETC.:          Possession of the Premises shall be surrendered by
                              Optionor  to  Optionee  at the  time  of  closing.
                              During  the term of this  Option  and prior to the
                              surrender of possession,  Optionor shall commit no
                              waste   nor   permit   waste,   deterioration   or
                              destruction of the Premises,  normal wear and tear
                              excepted,  and shall bear the risk of loss. During
                              the term of this Option,  Optionor  shall maintain
                              insurance  against  loss  by fire  and all  perils
                              included   within  the  term  "extended   coverage
                              endorsements" on all improvements in an amount not
                              less than the highest insurable value.

14. WAIVER:                   If title to any part of the Premises  shall not be
                              in accordance  with the  requirements of paragraph
                              12 above, Optionee shall have the option of taking
                              such title to the  Premises as  Optionor  can give
                              with  abatement of the purchase price for liens of
                              fixed or ascertainable amounts.

15. APPROVAL:                 This Option has been duly approved by the Board of
                              Directors   of  Optionor   and   shareholders   of
                              Optionor.

16. PRIOR AGREEMENT:          This Option  supercedes the Option Agreement among
                              the parties  dated March 29,  1996,  as amended by
                              Amendment No. 1 thereto dated July 15, 1996.

17. CONTRACT                  To the extent not provided for in this Option, the
    OF SALE:                  provision  of  the Contract of Sale annexed hereto
                              as Exhibit B shall apply.

                                        5

<PAGE>
IN WITNESS  WHEREOF,  the parties have  executed  this  Option  this 23rd day of
October 1996.

WITNESS:                               WHITTIER TOWERS, INC., Optionor


/s/ Alan Guttman                       by:  /s/ Carl G. Paffendorf
--------------------------------            -----------------------------------
    Alan Guttman                                Carl G. Paffendorf, President



/s/ Theresa A. Govier
-------------------------------
    Theresa A. Govier

WITNESS:                               UNITED VANGUARD HOMES, INC., Optionee


/s/ Alan Guttman                       /s/ Paul D'Andrea
-------------------------------        ----------------------------------------
Alan Guttman                           Paul D'Andrea, Vice President - Finance


/s/ Theresa A. Govier
------------------------------
    Theresa A. Govier



APPROVED:

Vanguard Ventures, Inc., sole shareholder of Optionor


    /s/ Carl G. Paffendorf
by  -----------------------------
    Carl G. Paffendorf, President


                                        6

<PAGE>

STATE OF NEW YORK

COUNTY OF NASSAU

        The foregoing  instrument  was  acknowledged  before me this 23rd day of
October 1996, by Carl G. Paffendorf,  the President of WHITTIER TOWERS,  INC., a
Michigan corporation, on its behalf.


                                   /s/ Craig M. Shields
                                   -----------------------------------------
                                   Craig M. Shields, Notary Public
                                   
                                   Craig M. Shields
                                   Notary Public, State of New York
                                   No. 31-8972175
                                   Qualified in New York County
                                   Commission Expires Aug. 31, 1998


STATE OF NEW YORK

COUNTY OF NASSAU


        The foregoing  instrument  was  acknowledged  before me this 23rd day of
October 1996, by Paul d'Andrea,  the Vice President - Finance of UNITED VANGUARD
HOMES, INC., a Delaware corporation, on its behalf.


                                   /s/ Craig M. Shields
                                   -----------------------------------------
                                   Craig M. Shields, Notary Public
                                   
                                   Craig M. Shields
                                   Notary Public, State of New York
                                   No. 31-8972175
                                   Qualified in New York County
                                   Commission Expires Aug. 31, 1998
                                   
STATE OF NEW YORK

COUNTY OF NASSAU


        The foregoing  instrument  was  acknowledged  before me this 23rd day of
October 1996, by Carl G. Paffendorf, the President of VANGUARD VENTURES, INC., a
New York corporation, on its behalf.


                                   /s/ Craig M. Shields
                                   ------------------------------------------
                                   Craig M. Shields, Notary Public
                                   
                                   Craig M. Shields
                                   Notary Public, State of New York
                                   No. 31-8972175
                                   Qualified in New York County
                                   Commission Expires Aug. 31, 1998


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