FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (WITH OPTION)


     THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (With Option)
(the "First Amendment") is made and entered into as of August 24, 1998
by  and  between  The  April  Cook  Companies,  a  Nevada  corporation
("Purchaser")  and RZ  Corporation,  a Nevada corporation, ("Seller"),
based upon the following:

                               RECITALS

     A.   The parties hereto entered into a Purchase  and Sale  Agree-
ment (with Option) dated as of August 12, 1998 (the "Agreement").

     B.   Section  10.1 of the  Agreement  provided  for a  Closing to
occur on August 25, 1998.

     C.   The  parties hereto  are desirous  of extending  the Closing
date  and further  amending the  Agreement in  several particulars  as
hereinafter set forth in this First Amendment.

     D.   Capitalized terms used in  this  First  Amendment  shall  be
defined as set forth in the Agreement.

     NOW, THEREFORE, based upon the foregoing and in  consideration of
the mutual covenants herein set forth, it is agreed as follows:

     1.   Section 1.25 of the Agreement is amended by the  addition of
the following language:

          The Purchase Price shall be increased by an amount  equal to
          the product of Twenty One Thousand, Eight  Hundred and Sixty
          Three Dollars ($21,863.00) times the number of calendar days
          elapsed  from but excluding August 25, 1998 to and including
          the Closing.

     2.   Section 2 of the Agreement is amended by the addition of the
following subsection:

          2.3.5  Seller's  Covenant.   Seller  agrees  that  after the
          Closing it shall not raise any defenses to the  Condemnation
          Proceeding  except  those  relating  to  the amount  of just
          compensation.

                            EXHIBIT 10.5
<PAGE>
     3.   Section 5.17 of the Agreement is amended to read:

          That Seller  has attached  hereto  as  Exhibit "E" true  and
          correct  copies  of  the  Leases  and  all   amendments  and
          modifications  thereto  and  there  are  no  agreements with
          respect  to  the term  of such Leases except as set forth on
          Exhibit  "E";  that  there are no leases (not including sub-
          leases)  affecting  the  Property  currently  in  effect not
          contained in Exhibit "E,"; that the Leases are in full force
          and effect and that no party thereto is in default; and that
          the Leases  contain  no options to purchase any  part of the
          Property.
                                                      
     4.   The following sentence shall be added to 9.1.3:

          The Title  Company  shall  also be irrevocably  committed to
          issue  as  endorsements to  the Title Policy, in addition to
          such other endorsements to the Title Policy as Purchaser may
          reasonably  request  at  its  sole  expense,  a  CLTA  116.4
          contiguity endorsement insuring that the Condemned Parcel is
          contiguous  to  the  Property;  a 103.7 endorsement that the
          eastern boundary  of  the  Property  abuts its entire length
          upon the  public right-of-way for Las Vegas Boulevard South;
          a special endorsement that the transfer of the Property will
          not be a violation of the subdivision laws of the  State  of
          Nevada as set forth in  NRS Chapter 278.   Additionally, the
          Title Company  shall  be  irrevocably  committed to issue to
          Purchaser  an  Option  Policy  of  title  insurance insuring
          Purchaser  in the  amount of  the Option  Consideration that
          Seller is vested with fee title to the Condemned Parcel sub-
          ject  only to the Permitted Exceptions, and the Condemnation
          Proceeding,  and  that  the  Memorandum  of  Option has been
          recorded  The  Option Policy premium shall be paid and borne
          by Purchaser.

     5.   Section 9.1.4 of the Agreement is deleted  in its  entirety.

     6.   Section 9.1 of the Agreement is amended  by the  addition of
the following Express Conditions to Closing:

          9.1.7     Robert  Zeff, as an  individual, shall execute and
          deliver to  Purchaser the  Indemnity  Agreement  in the form
          attached hereto as Exhibit "G".

          9.1.8     The Board of County Commissioners of Clark County,
          Nevada, shall  have  approved  an  agreement  between  Clark
          County, Nevada and Purchaser, or any affiliate of Purchaser,
          by the terms of which  the  County  agrees that it shall not
          abandon the  Condemnation Proceeding pursuant to NRS Section
          37.180 unless the award is greater than $8.32 million.

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<PAGE>
          9.1.9.    The   County  of  Clark  shall  have  amended  the
          Complaint, other  pleadings and Notice of Lis Pendens in the
          Condemnation  Proceeding to  correct the  discrepancy in the
          metes and bounds legal description used by the County in the
          Condemnation  Proceeding in order to conform the same to the
          drawing  of  the  Clark  County  Public  Works   Engineering
          Division attached as an Exhibit to the Complaint In  Eminent
          Domain filed in the  Condemnation  Proceeding, consisting of
          approximately .77  acres,  and  including  the approximately
          south 30  feet of the  approximately westerly 133.16 feet of
          the Property.

     7.   Section  10.1  of  the  Agreement is amended to  provide  in
its entirety as follows:

          "Subject  to  satisfaction  of  the  conditions set forth in
          Article  9,  closing  of the  purchase of  the Property (the
          "Closing") shall occur  on  Thursday,  September 3, 1998, or
          such other date as may be mutually agreed  upon in writing."

     8.   The following Section 10.4 is added to the Agreement:

          In the  event Closing  should fail  to occur by  reason of a
          failure of  a condition set forth in Section 9.1, not caused
          by a  default of Purchaser, the Deposit shall be refunded to
          Purchaser by Escrow Agent.

     9.   Except  as modified by the foregoing provisions of the First
Amendment, all of the terms and  conditions  of  the  Agreement  shall
remain in full force and effect.

     10.  This Agreement may be signed in multiple counterparts, which
taken together shall constitute one and the same document.

     IN WITNESS WHEREOF, the  parties have caused this First Amendment
to be executed as of the day and year first mentioned above.


"Seller"                          "Purchaser"
RZ Corporation                    The April Cook Companies
                              
     A. ROBERT ZEFF                    PETER C. BERNHARD
By:  ________________________     By:  _______________________________
     Robert Zeff                       Name:  Peter C. Bernhard
                                       Title: Its President


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