PURCHASE AND SALE AGREEMENT
                      (WITH OPTION)



                      BY AND BETWEEN



                The April Cook Companies,
                   a Nevada corporation





                          and



                     RZ Corporation,
                 a Nevada corporation





                    AUGUST 12, 1998


















                     EXHIBIT 10.4
<PAGE>
                       TABLE OF CONTENTS

1.     DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 1

2.     SALE OF PROPERTY, PURCHASE PRICE AND DEPOSIT; OPTIONS. . . 3

3.     TITLE MATTERS. . . . . . . . . . . . . . . . . . . . . . . 5

4.     DUE DILIGENCE. . . . . . . . . . . . . . . . . . . . . . . 6

5.     SELLER'S REPRESENTATIONS AND WARRANTIES. . . . . . . . . . 7

6.     PURCHASER'S REPRESENTATIONS AND WARRANTIES . . . . . . . . 9

7.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES . . . . . . . .10

8.     COVENANTS PENDING CLOSING. . . . . . . . . . . . . . . . .10

9.     EXPRESS CONDITIONS TO CLOSING. . . . . . . . . . . . . . .11

10.    THE CLOSING. . . . . . . . . . . . . . . . . . . . . . . .12

11.    CLOSING COSTS, EXPENSES AND PRORATIONS . . . . . . . . . .13

12.    INDEMNITIES. . . . . . . . . . . . . . . . . . . . . . . .13

13.    REMEDIES UPON DEFAULT. . . . . . . . . . . . . . . . . . .14

14.    [INTENTIONALLY DELETED]. . . . . . . . . . . . . . . . . .14

15.    MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . .14

16.    1031 EXCHANGE. . . . . . . . . . . . . . . . . . . . . . .17
<PAGE>
                       LIST OF EXHIBITS

EXHIBIT "A" [Assignment and Assumption Agreement]. . . . . . . . 20

EXHIBIT "B" [Deed] . . . . . . . . . . . . . . . . . . . . . . . 21

EXHIBIT "C" [Form of Estoppel Certificate] . . . . . . . . . . . 22

EXHIBIT "D" [Permitted Exceptions] . . . . . . . . . . . . . . . 23

EXHIBIT "E" [Leases] . . . . . . . . . . . . . . . . . . . . . . 24

EXHIBIT "F" [Legal Description of the Property]. . . . . . . . . 25

<PAGE>

                  PURCHASE AND SALE AGREEMENT

                         (WITH OPTION)



     This  Purchase  and Sale Agreement (with Option) ("Agreement")
is  entered  into on the Effective Date, by and  between The  April
Cook  Companies, a Nevada corporation, or its designee (hereinafter
"Purchaser")  and RZ Corporation, a Nevada corporation (hereinafter
"Seller") based upon the following recitals:

     A.   Seller  is  the  owner  of  certain Property, as  defined
below.

     B.   Subject  to  the  terms  and   conditions  as  set  forth
herein, Seller has agreed to sell its  interest in the Property  to
Purchaser  and Purchaser  has  agreed to purchase Seller's interest
in the Property from Seller.

     NOW,   THEREFORE,    based   upon   the   foregoing   and  the
representations and  warranties included  herein, in  consideration
of  the  mutual  promises and  covenants hereinafter contained  and
subject  to  the  conditions  hereinafter  set forth,  the  parties
agree as follows:

1.   DEFINITIONS

     1.1  "Assignment"  shall  be defined  as  the  Assignment  and
          Assumption  Agreement  in   substantially  the  form   of
          Exhibit "A" attached  hereto,  whereby Seller assigns its
          rights,  duties  and  obligations  as  landlord under the
          Leases to Purchaser, and  Purchaser assumes the same from
          Seller.

     1.2  "Deposit" shall  be defined as the sum of Ten Million and
          No/100  Dollars ($10,000,000.00) and all interest accrued
          thereon.

     1.3  "Closing" shall  be defined as set forth in Section 10.1.

     1.4  "Condemnation  Proceeding" is  defined  as  that  certain
          condemnation proceeding in  District Court, Clark County,
          Nevada, Case No. A374831.

     1.5  "Condemned  Parcel"  shall  be defined  as  that  certain
          parcel of real property, consisting of  approximately .77
          acres,  referenced  as  APN 162-20-603-010,  which is the
          subject of the Condemnation Proceeding.

     1.6  "Deed"  shall be  defined as the grant, bargain and  sale
          deed in  substantially the  form of  Exhibit "B" attached
          hereto.
<PAGE>
     1.7  "Due  Diligence Period" shall be  defined  as the  period
          starting at  the  Effective  Date  and  ending August 24,
          1998.

     1.8  "Effective Date" shall mean the date  of execution of the
          Agreement.

     1.9  "Environmental Laws" shall be  defined  as set  forth  in
          Section 5.15.

     1.10 "Environmental Study" shall  be defined  as set forth  in
          Section 4.1.

     1.11 "Escrow" shall be  defined  as set  forth in Section 2.2.

     1.12 "Escrow Agent"  shall be defined as Nevada Title Company.

     1.13 "Estoppel  Certificate" shall be defined as  set forth in
          Section  9.1.4 and in substantially the form set forth in
          Exhibit "C."

     1.14 "FIRPTA" shall  be defined as the Foreign Investment Real
          Property Tax Act,  Internal Revenue Code Section 1445.

     1.15 "Hazardous Substances" shall be  defined as set  forth in
          Section 5.16.

     1.16 "Leases" shall be  defined  as  the  leases set  forth as
          Exhibit "E" hereto.

     1.17 "Options" shall be defined as set forth  in  Section 2.3.

     1.18 "Option Closings"  shall  be  defined  as  set  forth  in
          Section 2.3.

     1.19 "Option Consideration"  shall be  defined as set forth in
          Section 2.3.

     1.20 "Option  Periods"  shall   be  defined  as  set  forth in
          Section 2.3.

     1.21 "Permitted Exceptions"  shall  be defined as set forth in
          Section 3.3 and Exhibit "D".

     1.22 "Preliminary Title Report" shall  be defined as set forth
          in Section 3.3.

     1.23 "Property"  shall  be  defined as  that certain parcel of
          real  property consisting  of  approximately 10.55 acres,
          APN 162-20-603009, generally  located at the intersection
          of Harmon Avenue and Las  Vegas  Boulevard, in the County
          of  Clark,  State  of  Nevada,  as  shown on Exhibit "F",
          together  with   Seller's   interest,  if  any,  in   any
          buildings  and   improvements  located  thereon  and  all
          rights,   licenses   and  easements  appurtenant  to  the
          Property hereinabove mentioned.    Upon completion of the
          Survey the legal  description   of  the  Property therein
          shall be used for all purposes hereunder.

                                 2
<PAGE>
     1.24 "Prorations" shall be defined  as set  forth  in  Section
          11.

     1.25 "Purchase  Price"   shall   be   defined as  the  sum  of
          ONE HUNDRED   FOURTEEN   MILLION    AND   NO/100  DOLLARS
          ($114,000,000.00).

     1.26 "Survey" shall be defined as  set  forth in  Section 3.2.

     1.27 "Title Company" shall be defined as set forth in  Section
          3.1.

     1.28 "Title Policy" shall be defined as set  forth in  Section
          3.4.

2.   SALE OF PROPERTY, PURCHASE PRICE AND DEPOSIT; OPTIONS

     2.1  At the Closing,  Seller shall sell, assign, transfer  and
          convey to  Purchaser and  Purchaser shall  purchase  from
          Seller the Property free and  clear of  all  liabilities,
          claims, liens  and encumbrances except for  the Permitted
          Exceptions  and  the  Leases.    The sale of the Property
          shall be evidenced by the Deed.

     2.2  The Purchase Price shall be payable as follows:

          2.2.1     Escrow.    No  later than  one (1) banking  day
                    after  the   Effective  Date,  Purchaser  shall
                    cause an  escrow (the "Escrow") to be opened at
                    the   office  of  the  Escrow  Agent  and  will
                    deposit   the  Deposit  as  earnest  money into
                    Escrow.    The  Deposit  shall  be placed in an
                    interest-bearing  account  by  the Escrow Agent
                    and shall  be  applied and disbursed as herein-
                    after set forth.  If Purchaser fails to pay the
                    Deposit as set  forth in this section, then the
                    Agreement will  be  deemed  automatically  ter-
                    minated and  will  be of  no further  force and
                    effect.

          2.2.2     Balance  of  Purchase  Price.     At   Closing,
                    Purchaser  shall   pay   through    Escrow,  in
                    immediately  available  U.S. funds  the balance
                    of the  Purchase  Price  minus the  Deposit and
                    subject  to   the   Prorations   (the  "Closing
                    Payment").

     2.3  Options.   Seller   hereby   grants   to   Purchaser  the
          following options:

                                 3
<PAGE>
          2.3.1     The  First  Option.      If  the   Condemnation
                    Proceeding  is abandoned pursuant to NRS 37.180
                    with  respect  to  all of the Condemned Parcel,
                    then  Purchaser  shall have a period of one (1)
                    year  following  the  date  a written notice of
                    abandonment of  the  Condemnation Proceeding is
                    filed (the  "First  Option Period") in which to
                    give   Seller  notice of its intent to exercise
                    an  option  to  purchase the  Condemned  Parcel
                    (the  "First  Option")   for  the sum  of EIGHT
                    MILLION, THREE HUNDRED  TWENTY THOUSAND DOLLARS
                    ($8,320,000.00)   (the "First  Option Consider-
                    ation").     If  the Condemnation Proceeding is
                    abandoned  pursuant to NRS  37.180 with respect
                    to less than  all of the Condemned Parcel, then
                    Purchaser  shall  have  the First Option Period
                    in which  to  give  Seller notice of its intent
                    to  exercise  the  First  Option for a pro rata
                    percentage  of the  First Option Consideration,
                    which  shall  be   determined by  the following
                    formula:   multiply  the  fraction in which the
                    numerator  is  the   acreage  of  the Condemned
                    Parcel  that  is   abandoned  pursuant  to  the
                    Condemnation proceeding  and the denominator is
                    .77 acres  by the  First  Option Consideration.
                    In the  event  Purchaser  exercises  the  First
                    Option,  Purchaser  shall  pay  to   Seller the
                    First  Option  Consideration,  or  the pro rata
                    share  thereof as  described  in  this  Section
                    2.3,  within ten (10)  business days thereafter
                    (the "First  Option  Closing").   At  the First
                    Option  Closing:   (1) the  Condemned Parcel or
                    that  portion  with   respect   to  which   the
                    Condemnation  Proceeding   has  been abandoned,
                    shall be  conveyed to  Purchaser free and clear
                    of  any   liens,     encumbrances,   mortgages,
                    pledges,  obligations, etc., imposed by Seller,
                    by   grant,  bargain  and  sale  deed  in  sub-
                    stantially  the form of Exhibit "B" hereto; (2)
                    Seller  shall assign to Purchaser its right, if
                    any,  to  damages arising from occupancy of the
                    Condemned   Parcel  pursuant  to NRS 37.180(2);
                    and   (3)    Seller's    representations    and
                    warranties  contained  in  Sections 5.2 through
                    5.6  herein shall be  true  and correct  as  if
                    originally  and  additionally  made with refer-
                    ence  to the Condemned  Parcel.    In the event
                    the  Condemnation   Proceeding  is   abandoned,
                    Seller   shall   return  any   compensation  as
                    described  in   NRS 37.100(4)  that it received
                    for the  Condemned   Parcel  to  the  County of
                    Clark  or the  appropriate  governmental entity
                    that first paid said  compensation to Seller by
                    no later than the  First Option Closing, or, in
                    the  alternative,  Purchaser   may  remit  said

                                 4
<PAGE>
                    compensation to the  County  of  Clark  or  the
                    appropriate governmental  entity and reduce the
                    Option Consideration by that same amount.

          2.3.2     The Second Option.    Following the Closing, at
                    any  time prior to the expiration of the 30-day
                    period  following the entry of a final judgment
                    under   the  Condemnation  Proceeding,  or  the
                    abandonment  of  the  Condemnation  Proceeding,
                    whichever event  shall  first occur,  Purchaser
                    shall  have  the   option  to  acquire  all  of
                    Seller's  rights   in  and  to the Condemnation
                    Parcel and in the  Condemnation Proceeding (the
                    "Second Option") in  consideration  for payment
                    to the Seller of  the  sum of Five Million Nine
                    Hundred Sixteen  Thousand  Five Hundred Dollars
                    ($5,916,500)  (the   "Second  Option  Consider-
                    ation").  In the event that Purchaser exercises
                    the  Second  Option,    Purchaser  shall pay to
                    Seller the Second  Option  Consideration within
                    ten (10) business  days thereafter (the "Second
                    Option Closing").  At the Second Option Closing
                    (i)  Seller's   title  to  the Condemned Parcel
                    shall be conveyed  to Purchaser free  and clear
                    of   any   liens,    encumbrances,   mortgages,
                    pledges, obligations,  etc., imposed by Seller,
                    except  for  the  Condemnation   Proceeding, by
                    Grant, Bargain, and  Sale Deed in substantially
                    the form  of  Exhibit   "B" hereto; (ii) Seller
                    shall  take  such   actions,  and  execute  and
                    deliver such documents,  as may  reasonably  be
                    required to transfer  Seller's  rights  in  the
                    Condemnation   Proceeding   to  Purchaser;  and
                    (iii) Seller's  representations and  warranties
                    contained in  Sections 5.2-5.6  herein shall be
                    true  and   correct   as   if   originally  and
                    additionally    made   with  reference  to  the
                    Condemned   Parcel.      In   the   event   the
                    Condemnation  Proceeding   is  abandoned  after
                    Purchaser's  exercise   of  the  Second Option,
                    Purchaser  shall   be  obligated  to  refund to
                    Clark  County  the   sums  previously  paid  to
                    Seller  in the  Condemnation Proceeding, not to
                    exceed the  amount  of Two Million Four Hundred
                    Three     Thousand    Five    Hundred   Dollars
                    ($2,403,500)  plus interest thereon, if any, is
                    required to be paid.

          2.3.3     Memorandum of Options.  At Closing, the parties
                    shall record a Memorandum of Options to provide
                    public  notice  that  Purchaser   has  obtained
                    options to acquire  the  Condemned  Parcel from
                    Seller subject to the Condemnation Proceeding.

                                 5
<PAGE>
          2.3.4     Purchaser's Effort.   Purchaser agrees  to  use
                    reasonable good  faith  efforts  to  cause  the
                    County  of  Clark  to  pursue the  Condemnation
                    Proceeding to completion.  If the Second Option
                    is exercised, Purchaser shall have  no  further
                    obligation under the preceding sentence.

3.   TITLE MATTERS.

     3.1  Title Company.   Nevada  Title Company  shall provide the
          Title Policy, unless  both  parties  agree  that  another
          title  company shall provide the Title Policy (the "Title
          Company"), however,  such selection of a substitute title
          company shall not delay the Closing.

     3.2  Survey.    Purchaser  shall cause  the firm of Baughman &
          Turner,  Civil Engineers, or such other firm as Purchaser
          shall  select,  to  promptly  commence  preparation of an
          ALTA-ACSM  survey  of  the  Property  to  be delivered to
          Purchaser  (the "Survey").   The Survey shall comply with
          all requirements of the Title Company for issuance of the
          Title  Policy, shall show that no private property, other
          than the Condemned Parcel, exists between  Harmon and the
          Property, and shall be generally and otherwise acceptable
          to Purchaser.

     3.3  Permitted   Exceptions.     Purchaser   has   obtained  a
          preliminary  report  with  respect to  title  to the Real
          Property  ("Preliminary  Title  Report")  from  the Title
          Company dated as of  August 3, 1998,  No. 98-03-1300 DTL,
          2nd Amendment.   Purchaser  acknowledges  and agrees that
          Purchaser  has  reviewed  the  Preliminary  Title  Report
          and  all  exceptions  to title  of the Real Property dis-
          closed  therein and Purchaser agrees to accept conveyance
          of and  take title  to the  Property at Closing, upon the
          Title  Company's  delivery at Closing of the Title Policy
          and  the  endorsements to  that Title Policy described in
          this  Agreement, and Seller agrees to convey to Purchaser
          title  to  the  Property  at Closing, subject only to the
          exceptions  set   forth   on   Exhibit  "D"  hereto  (the
          "Permitted Exceptions"), and the Leases.

     3.4  Title  Policy.    The  Closing is  subject  to  the Title
          Company delivering to Purchaser an ALTA Extended Coverage
          Owners  Policy of Title Insurance ("Title Policy") issued
          by  the  Title Company, dated on the date of the Closing,
          in the  amount of  the Purchase Price, insuring Purchaser
          as owner of fee title to the Property subject only to the
          Permitted Exceptions and the Leases.   The  cost  of  the

                                 6
<PAGE>
          Title  Policy shall be apportioned between the parties in
          such a manner that Seller shall only  be obligated to pay
          that  amount which  would have  been charged  for a  CLTA
          policy and Purchaser shall pay the difference between the
          cost of CLTA policy and the ALTA policy and shall pay for
          any special endorsements to the Title Policy as Purchaser
          requires.

     3.5  Liens,  Encumbrances   Etc.   Except  for  the  Permitted
          Exceptions  and  the  Leases,  Seller  will  transfer and
          convey good  and  marketable  title  to  the  Property to
          Purchaser  at  Closing,  free  and  clear  of  any liens,
          encumbrances or  security interests of any nature whatso-
          ever,  and   Purchaser   shall   not  succeed  to  or  be
          responsible for any liens, claims, charges, encumbrances,
          mortgages,  pledges,  obligations or  liabilities of  any
          kind  whatsoever,  whether  known  or  unknown,  fixed or
          contingent,   contractual   or   statutory,   of   Seller
          including,  without limitation:

          3.5.1     Any liabilities or obligations  relating to the
                    operation of  the  businesses  conducted on the
                    Property  by  Seller  or  its  tenants  or sub-
                    tenants,  or  their  predecessors,  accruing or
                    arising prior to the date of Closing;

          3.5.2     Any of Seller's liabilities or  obligations for
                    federal,   state,   local   or  foreign  taxes,
                    assessments,     impositions,     deficiencies,
                    penalties or interest,  whether  or not imposed
                    on  or  measured  by  income,  except  for real
                    estate taxes and assessments due following  the
                    Closing;

          3.5.3     (i) Any liabilities or obligations with respect
                    to  any  claims,  actions, suits or demands, or
                    any legal, administrative, arbitration or other
                    proceedings   or  judgments,  with  respect  to
                    causes or  actions accruing,  or arising out of
                    events occurring,  on  or prior  to the date of
                    Closing or based on any state of facts existing
                    on or prior to the date of Closing, or (ii) any
                    claims for personal injury  or property  damage
                    accruing, or arising out of events occurring on
                    or before the date of Closing;

          3.5.4     Any contract obligations with  third parties of
                    any nature  whatsoever,  except as specifically
                    assumed  by  Purchaser  in   writing,   and  in
                    Purchaser's sole  and  unlimited discretion and
                    except for the Leases; or

                                 7
<PAGE>
          3.5.5     Any claims for wages or  benefits of any of the
                    Seller's employees.

4.   DUE DILIGENCE.

     4.1  Environmental Study.    Purchaser shall cause the firm of
          Kleinfelder or such other firm as Purchaser shall select,
          to  promptly   commence   preparation   of   a   Phase  I
          Environmental  Study  of  the Property to be delivered to
          Purchaser and to be relied  upon  in  connection with the
          acquisition of the Property (the "Environmental Study").

     4.2  Access  to  Property.     Purchaser  and  its  authorized
          representatives and agents  shall have  reasonable access
          to the Property to conduct such surveys and studies as it
          deems  necessary  and proper.  Purchaser shall indemnify,
          defend and  hold Seller harmless from any and all claims,
          demands,   damages,  judgments,  liabilities,  costs  and
          expenses  (including  without limitation attorneys' fees)
          resulting from or arising out of the inspection and study
          referred  to  herein,  including, without limitation, the
          Environmental   Study,  but   excluding  (i)  liabilities
          resulting  from  the   Environmental   Study  discovering
          conditions  requiring  remediation,  and (ii)  damages or
          injuries caused by Seller's or its agents' negligent acts
          or omissions.

     4.3  Due Diligence Period.    During the Due Diligence Period,
          Purchaser may review  the Survey  and  the  Environmental
          Study.   Purchaser  may  also  inspect  the  Property, as
          permitted by Subsection 4.2.    Any  time  prior  to  the
          expiration of the Due Diligence  Period,  in  Purchaser's
          sole and unlimited discretion,  for any reason, Purchaser
          may terminate this Agreement and shall be entitled to the
          return of the Deposit.

5.   SELLER'S  REPRESENTATIONS  AND  WARRANTIES.     Seller  hereby
     represents  and warrants, which representations and warranties
     shall  be  true  and correct as of the date of Closing (unless
     otherwise specified below):

     5.1  That  Seller is the owner  of the Property and is able to
          convey good, marketable title  thereto,  subject  to  the
          matters disclosed in the Preliminary Title Report and the
          Leases.

     5.2  That  Seller is  duly organized and validly existing as a
          corporation  in  its  state  of  incorporation,  in  good
          standing  and  qualified  to conduct its business, to own
          real  property  and  to   consummate   the   transactions

                                 8
<PAGE>
          contemplated  herein  under  the  laws  of  the  State of
          Nevada.

     5.3  That all necessary corporate action  has  been  taken  to
          authorize all transactions herein contemplated.

     5.4  That  the  execution,  delivery  and performance  of this
          Agreement  by Seller will not, with or without the giving
          of  notice  and/or  the  passage  of  time,   violate  or
          constitute  a  default  under  any  provision of law, any
          administrative regulation or any judicial, administrative
          or  arbitration  order,   award,   judgment   or   decree
          applicable  to  Seller  or the Property or conflict with,
          violate,  result in a breach or termination of or cause a
          default  under  Seller's  articles  of  incorporation  or
          bylaws, or  any  other  agreement  or obligation by which
          Seller or the Property are bound.

     5.5  That no consent or approval of this Agreement is required
          by any third party.

     5.6  That  there  are  no  actions  or  claims  pending  or to
          Seller's  knowledge  threatened before any court, govern-
          mental  agency,  arbitrator or other tribunal which would
          prevent  Seller from completing the transactions provided
          herein in accordance with the terms of this Agreement.

     5.7  That  it has not received any notice of zoning changes or
          any actions  threatening condemnation  of any part of the
          Property  through  exercise  of  eminent  domain  by  any
          governmental authority.

     5.8  That it has no actual knowledge of any violations of law,
          municipal  or county  ordinances  or other legal require-
          ments affecting the Property,  or with respect to the use
          of occupancy thereof.

     5.9  That to the  best  of  Seller's  knowledge, all documents
          that will affect title to the Property  at  Closing  have
          been provided to Purchaser.

     5.10 That  there  are no mechanic's liens recorded against the
          Property  and none  threatened to Seller's knowledge; and
          all contractors, subcontractors, workmen, materialmen and
          employees  engaged by  Seller have  been paid in full for
          any labor, services or materials supplied or delivered to
          the Property.

     5.11 That Seller has not caused and  shall  not  cause  to  be
          created any encumbrances on the Property in favor  of any

                                 9
<PAGE>
          person  other  than  Purchaser,  other  than the existing
          Leases  as disclosed  in the  Preliminary Title Report or
          liens that have been previously released.

     5.12 That  all  taxes,  governmental  assessments  and utility
          charges to the Property billed to Seller  are current and
          not delinquent.

     5.13 That  all  representations  and warranties made by Seller
          and all  information  contained  in any  of the documents
          furnished or to be furnished  to  Purchaser  pursuant  to
          this  Agreement,  do not and shall not contain any untrue
          statement  of a  material  fact or omit to state any fact
          necessary in order to make the statements contained here-
          in or therein not misleading.

     5.14 That  Seller  has not received nor is Seller aware of any
          notification,  demand  or  request  (or  any  pending  or
          threatened  action  or  litigation)  from governmental or
          quasi-governmental    authority    having   jurisdiction,
          requiring  any  work  or  construction  to  be done on or
          affecting the Property or indicating an intent to condemn
          the Property or any portion thereof.

     5.15 Except  as  disclosed in  the  Environmental  Study or as
          disclosed below in this Section 5.15, that to the best of
          its  knowledge:  (i)  Seller  is not  in violation of any
          applicable  environmental,  health   and   safety   laws,
          ordinances or regulations including those relating to air
          and  water pollution and Hazardous Substances (as defined
          below)  ("Environmental  Laws"),  in  connection with its
          ownership  of  the  Property or conduct of its activities
          thereon;  (ii) except as noted in Section 6.4,  Hazardous
          Substances  are not currently present on the Property and
          have  not  been  generated, used, treated, stored, trans-
          ported  to or  from, or  released or  disposed of  on the
          Property;  (iii) that without limiting the generality  of
          the foregoing,  there  are  not now and have not been any
          underground  storage  tanks, asbestos or any transformers
          or  other  electrical devices  containing polychlorinated
          biphenyls on the Property; and (iv) that the Property has
          never been used as a dump or landfill.   The Property was
          used as a  staging area by Marnell Corrao Construction in
          connection with the New York, New York Hotel & Casino and
          was  also  used as a staging area for the Strip Beautifi-
          cation  Project.   The  term  "Hazardous  Substances" for
          purposes  of  this   Agreement  means  (i)  petroleum  or
          petroleum  products, (ii)  radioactive  materials,  (iii)
          asbestos in any form, (iv) any items that contains or has
          contained   polychlorinated   biphenyls,  (v)  any  other
          chemicals, materials or substances defined as or included

                                 10
<PAGE>
          in  the  definition of "Hazardous Substances," "Hazardous
          Waste,"    "Hazardous     Materials,"    "Hazardous   Air
          Pollutants,"    "Extremely      Hazardous    Substances,"
          "Restricted   Hazardous   Waste,"   "Toxic   Substances,"
          "Pollutants," "Contaminants," or  words  of  any  similar
          import under any applicable Environmental Law, and/or any
          other  chemical  or  substance, exposure to which is pro-
          hibited,  limited  or  regulated  by   any   governmental
          authority as harmful under applicable Environmental Laws.
          Seller  has not received any notice from any governmental
          authority,  and  has  no  knowledge  of  any governmental
          inquiry,  with respect to any actual or alleged violation
          of  any  Environmental Laws in connection with the owner-
          ship of the Property or Seller's activities thereon.

     5.16 As of  Closing,  the  Property  shall  not have generated
          total   revenues  in  excess  of  three  million  dollars
          $3,000,000.00)   during  the  preceding  thirty-six  (36)
          months prior to the Closing.

     5.17 That Seller  has  attached hereto as Exhibit "E" true and
          correct copies of  the  Leases  and  all  amendments  and
          modifications thereto; that there are no 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.

     5.18 That  the  amount  paid  to Seller by the County  in  the
          Condemnation Proceeding  to  date  is  Two  Million  Four
          Hundred Three Thousand Five Hundred Dollars ($2,403,500).

6.   PURCHASER'S REPRESENTATIONS AND WARRANTIES.   Purchaser hereby
     represents  and warrants, which representations and warranties
     shall  be true  and correct  as of the date of Closing (unless
     otherwise specified below):

     6.1  That  the execution,  delivery and  performance  of  this
          Agreement  by  Purchaser  will  not,  with or without the
          giving  of  notice and/or the passage of time, violate or
          constitute  a  default  under  any  provision of law, any
          administrative regulation or any judicial, administrative
          or  arbitration   order,   award,   judgment   or  decree
          applicable to Purchaser or conflict with, violate, result
          in  a  breach  or termination of or cause a default under
          Purchaser's  articles of  incorporation or bylaws, or any
          other  agreement  or  obligation  by  which  Purchaser is
          bound.

     6.2  That no consent or approval of this Agreement is required
          by any third party.

                                 11
<PAGE>
     6.3  That  there  are  no  actions  or  claims  pending or  to
          Purchaser's  knowledge   threatened  before  any   court,
          governmental  agency,  arbitrator or other tribunal which
          would prevent Purchaser from completing the  transactions
          provided  herein  in  accordance  with  the terms of this
          Agreement.

     6.4  That Purchaser has actual knowledge  that helicopters are
          operated on the Property and fuel  trucks  have  serviced
          and  come  upon  the  Property  on a daily basis for some
          period  of  time to fuel the helicopters, which is a sub-
          ject of one or more of the Leases.  Neither party has any
          knowledge  that any  spills have occurred on the Property
          that require remedial action.

     6.5  That Purchaser is  duly organized and validly existing as
          a  corporation  in  its  state  of incorporation, in good
          standing  and  qualified  to conduct its business, to own
          real  property and to consummate the transactions contem-
          plated herein under the laws of the State of Nevada.

     6.6  That  all  necessary  corporate  action has been taken to
          authorize all transactions herein contemplated.

     6.7  That  the execution, delivery  and  performance  of  this
          Agreement by Purchaser will  not,  with  or  without  the
          giving  of  notice and/or the passage of time, violate or
          constitute  a  default  under  any  provision of law, any
          administrative regulation or any judicial, administrative
          or  arbitration  order,   award,   judgment   or   decree
          applicable to Purchaser or conflict with, violate, result
          in  a  breach  or termination of or cause a default under
          Purchaser's  articles  of incorporation or bylaws, or any
          other  agreement  or  obligation  by  which  Purchaser is
          bound.

      6.8 That all representations and warranties made by Purchaser
          and  all  information  contained  in any of the documents
          furnished  or to  be furnished to Seller pursuant to this
          Agreement,  do  not  and  shall  not  contain  any untrue
          statement of a material fact or omit  to  state  any fact
          necessary in order to make the statements contained here-
          in or therein not misleading.

                                 12
<PAGE>
7.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES.    All of Seller's
     and Purchaser's Representations  and Warranties  set forth  in
     Sections  5 and 6 shall  survive  for a period of thirty  (30)
     months.

8.   COVENANTS PENDING CLOSING

     8.1  Pending and prior  to the  Closing, Seller covenants  and
          agrees  as  follows, subject to  the  provisions  of  the
          Leases:

          8.1.1     That Seller shall  not cause or allow any waste
                    to occur on the Property.

          8.1.2     That  Seller  shall  not  place  or  store  any
                    Hazardous Substances on or under the Property.

          8.1.3     That Seller, without prior  written  consent of
                    Purchaser,  shall not cause any liens or encum-
                    brances  to  be  filed  or recorded against the
                    Property  and  shall   not   assign,  transfer,
                    encumber,  hypothecate  or convey any or all of
                    Seller's interest in the Property to  any third
                    party or parties.

          8.1.4     That Seller shall  pay  or  cause  to  be  paid
                    current to Closing,  all  taxes   and  expenses
                    related to the Property.

          8.1.5     That Seller shall give Purchaser written notice
                    of any casualty occurring on the Property or of
                    any  condemnation  or  proposed condemnation of
                    all or any part of the Property of which Seller
                    has or obtains actual knowledge.

9.   EXPRESS CONDITIONS TO CLOSING

     9.1  Purchaser's  obligation  to proceed to Closing  shall  be
          subject to satisfaction of the following:

          9.1.1     Seller shall not be in material default  of any
                    of its covenants set forth herein.

          9.1.2     Seller's representations and warranties  as set
                    forth herein shall be true  and  correct  as of
                    the date of Closing.

          9.1.3     The Title  Company  shall  be  irrevocably com-
                    mitted to issue the Title Policy.

          9.1.4     Seller shall have executed and  delivered  into
                    Escrow an Estoppel Certificate from each of the
                    two   (2)   tenants   under   the   Leases,  in

                                 13
<PAGE>
                    substantially  the  form  attached   hereto  as
                    Exhibit "C," stating that each of  said  Leases
                    is in  full  force  and  effect,  there  are no
                    breaches or events of default, and that each of
                    said  Leases  are  terminable  upon ninety (90)
                    days notice.

          9.1.5     Seller  shall  have  executed and delivered the
                    Assignment into Escrow.

          9.1.6     Seller shall have executed and  delivered  into
                    Escrow all other documents and  instruments and
                    shall  have  taken  all  actions  necessary  to
                    consummate the transactions contemplated hereby
                    in accordance with the terms of this Agreement.

     9.2  Seller's  obligation  to proceed to Closing shall be sub-
          ject to satisfaction of the following:

          9.2.1     Purchaser shall not  be in material default  of
                    any of its covenants set forth herein.

          9.2.2     Purchaser's representations  and  warranties as
                    set  forth  herein shall be true and correct as
                    of the date of Closing.

          9.2.3     Purchaser shall have deposited the Closing Pay-
                    ment into Escrow.

          9.2.4     Purchaser shall have executed and delivered the
                    Assignment into Escrow.

          9.2.5     Purchaser  shall  have  executed  and delivered
                    into Escrow all other documents and instruments
                    and shall  have taken  all actions necessary to
                    consummate the transactions contemplated hereby
                    in accordance with the terms of this Agreement.

10.  THE CLOSING

     10.1 Subject to satisfaction of the  conditions  set  forth in
          Article 9, closing of the purchase  of  the Property (the
          "Closing") shall occur on August 25, 1998.

     10.2 At  the  Closing,  Seller  shall  deliver or cause  to be
          delivered to Purchaser the following:

          10.2.1    The  Deed  to  Escrow  for  recordation  in the
                    property  records  of Clark County, with subse-
                    quent delivery to Purchaser;

                                 14
<PAGE>
          10.2.2    A FIRPTA affidavit;

          10.2.3    To Purchaser, Escrow Agent or Title Company, as
                    applicable,  any    other    documents,   fully
                    executed, as are customarily  executed  in  the
                    State  of Nevada in connection with the convey-
                    ance  of real property, including all  required
                    closing statements,  releases,  affidavits  and
                    any other instrument that the parties may agree
                    to in good faith;

          10.2.4    Possession  of  the  Property,  subject  to the
                    Leases, and the Permitted Exceptions; and

          10.2.5    the Assignment.

     10.3 At  the Closing, Purchaser shall  deliver  or cause to be
          delivered the following:

          10.3.1    The Purchase Price, subject to  the Prorations,
                    in immediately available U.S.  funds, to Escrow
                    Agent,   for  disbursement   together with  the
                    Deposit pursuant to Seller's instructions;

          10.3.2    To Seller, Escrow  Agent  or  Title Company, as
                    applicable,   any   other   documents,    fully
                    executed, as are customarily  executed  in  the
                    State  of Nevada in connection with the convey-
                    ance  of real property,  including all required
                    closing statements,   releases, affidavits  and
                    any other instrument that the parties may agree
                    to in good faith; and

          10.3.3    The Assignment.

11.  CLOSING   COSTS,   EXPENSES  AND   PRORATIONS.   All   of  the
     following  closing costs,  expenses  and  prorations  shall be
     collectively defined as the "Prorations."

     11.1 Seller hereby  agrees  to pay for the following costs and
          expenses associated  with the consummation of this Agree-
          ment and the Closing:

          11.1.1    The premium  for  the CLTA portion of the Title
                    Policy;

          11.1.2    All real property transfer taxes and documenta-
                    tion taxes;

          11.1.3    One-half (1/2) of any escrow  or  closing  fees
                    charged by the Escrow Agent; and

                                 15
<PAGE>
          11.1.4    Any  other  closing costs customarily paid by a
                    seller of real property in the State of Nevada.

     11.2 Purchaser  hereby  agrees  to pay for the following costs
          and expenses   associated  with the consummation  of this
          Agreement and the Closing:

          11.2.1    Recording fees for the Deed;

          11.2.2    One-half  (1/2)  of any  escrow or closing fees
                    charged by the Escrow Agent;

          11.2.3    The difference in cost between the CLTA portion
                    of the Title Policy and the ALTA portion of the
                    title   Policy   and  any  special endorsements
                    required by Purchaser;

          11.2.4    The cost of the Survey;

          11.2.5    The cost of the Environmental Study;

          11.2.6    Any other  closing  costs customarily paid by a
                    purchaser of  real  property  in  the  State of
                    Nevada.

     11.3 All   real  estate  taxes,   assessments  and   utilities
          relating to the Property and not paid by a  tenant  under
          the Leases shall be prorated  as  of  the Closing between
          Seller and Purchaser.    Nothing  herein shall  limit the
          parties' respective obligations under Section 12.

12.  INDEMNITIES

     12.1 From  and  after  the  Closing,  Seller  shall indemnify,
          defend and  hold  Purchaser  harmless  from  any and  all
          claims,  demands,  liabilities,   judgments  or  expenses
          (including  without  limitation  attorney's fees) arising
          out of or resulting  from (i)  Seller's breach  of any of
          its  representations,  warranties  or covenants set forth
          herein,  or (ii)  events  occurring on or with respect to
          the  Property  accruing  prior to the Closing, except for
          claims or damages with respect to Hazardous Substances or
          Environmental Laws unless  such claims  or damages result
          from a condition or occurrence not disclosed to Purchaser
          in breach of Section 5.15, above.

     12.2 From and  after  the  Closing, Purchaser shall indemnify,
          defend and hold  Seller harmless from any and all claims,
          demands, liabilities, judgments  or  expenses  (including
          without  limitation attorney's  fees)  arising  out of or
          resulting  from (i) Purchaser's  breach  of  any  of  its
          representations, warranties or covenants set forth  here-

                                 16
<PAGE>
          in, or (ii) events  occurring on or  with  respect to the
          Property accruing after Closing.

     12.3 If  either  party  receives  notice  of any matter  which
          would  give  rise to a claim for indemnity under Sections
          12.1 and 12.2, that party shall promptly notify the other
          party,  and  such other party shall be entitled to defend
          the  claim  at  its  own  expense with counsel of its own
          choosing, subject  to the approval of such counsel by the
          indemnified party, which approval shall not  unreasonably
          be withheld or delayed.

13.  REMEDIES UPON DEFAULT

     13.1 If Closing fails to  occur solely as a result of Seller's
          default, Purchaser shall be entitled as its only remedies
          either (i) to a return of  the  Deposit, reasonable costs
          spent for Due Diligence,  and to terminate the Escrow; or
          (ii) to obtain a decree of specific performance.

     13.2 If Purchaser defaults under  this  Agreement,  Seller, as
          Seller's  sole  and  exclusive  remedy  for such default,
          shall be entitled to the Deposit.   It is  agreed between
          Purchaser and  Seller that Seller will suffer substantial
          damages in the  event  of  such default and  the  Deposit
          shall be liquidated  damages  for  a default of Purchaser
          under this Agreement  because of  the  difficulty, incon-
          venience and uncertainty  of ascertaining  actual damages
          for such default.  It is further agreed between Purchaser
          and  Seller  that   such  amount  of  liquidated  damages
          constitute  a  reasonable   estimate  of  actual  damages
          that would be incurred by Seller as a result of a default
          by Purchaser.

14.  [INTENTIONALLY DELETED]

15.  MISCELLANEOUS

     15.1 Attorney's Fees. Each party shall pay all attorneys' fees
          incurred by that party in the negotiation and delivery of
          this Agreement.  However, in the event that any action or
          proceeding  is  instituted  to  interpret  or enforce the
          terms and provisions of this  Agreement,  the  prevailing
          party shall be entitled to its costs and attorneys' fees,
          in addition  to  any  other  remedies  it  may  obtain or
          be entitled to.

     15.2 Brokers' Commissions.   The parties each represent one to
          the other  that  no  broker,  finder  or  other financial
          consultant  has  acted on their behalf in connection with
          this  agreement  or the transactions contemplated hereby.
          The  parties each  agree to indemnify and  hold the other
          harmless  from any  claim, settlement, cost or demand for

                                 17
<PAGE>
          commission  or other  compensation by any broker, finder,
          financial  consultant  or  similar agent claiming to have
          been  employed by or on behalf of the indemnifying party,
          and  to  bear  the  cost  of  legal expenses  incurred in
          defending against such claims.

     15.3 Notices.   Any  notices  desired or required to be  given
          hereunder shall  be faxed, with the original deposited in
          the  U.S. Mail,  postage  prepaid,  or  sent by overnight
          courier service,  and  shall  be deemed received upon the
          earlier of  attempted delivery or receipt.   Either party
          hereto may change its  address hereunder by providing the
          other party with notice of such changed address.


          If to Seller, addressed to:

          A. Robert Zeff, Esq.
          RZ Corporation
          607 Shelby Street, #200
          Detroit, MI  48226
          Facsimile:  (313) 962-6007

          With a copy to:
          Jeff Zucker, Esq.
          Lionel Sawyer & Collins
          300 S. 4th St., 17th Floor
          Las Vegas, NV  89101
          Facsimile: (702) 383-8845

          If to Purchaser, addressed to:

          Peter C. Bernhard
          The April Cook Companies
          c/o Bernhard & Leslie
          3980 Howard Hughes Parkway, #550
          Las Vegas, NV  89109
          Facsimile:  (702) 650-2995

          With a copy to:
          Terry Jones, Esq.
          Schreck Morris
          300 S. 4th St., 12th Floor
          Las Vegas, NV  89101
          Facsimile:  (702) 382-8135

     15.4 Counterparts.    This  agreement   may   be  executed  in
          multiple  counterparts, which  together  shall constitute
          one and the same document.

                                 18
<PAGE>
     15.5 Entire  Agreement.  This Agreement constitutes the entire
          agreement  between  Purchaser  and  Seller  regarding the
          Property,   and   supersedes   all   prior   discussions,
          negotiations and agreements between them, whether oral or
          written.   This Agreement may not be amended  or modified
          except in writing signed by both parties hereto.

     15.6 Governing Law.  This  Agreement  shall be governed by the
          laws of the State of Nevada applicable to  contracts made
          in that state.

     15.7 Forum.  The parties agree that the proper forum and venue
          for  any  dispute  involving this Agreement or the trans-
          action  contemplated  thereby  shall  be  the  state  and
          federal courts of Clark County, Nevada.

     15.8 Successors and Assigns.  This  Agreement shall be binding
          upon and inure to the benefit of the successors, assigns,
          nominees, designees and affiliates of the parties hereto.

     15.9 Waiver.   No  waiver  of any provisions of this Agreement
          shall be deemed or shall constitute a waiver of any other
          provision, whether or not similar,  nor  shall any waiver
          constitute a continuing  waiver,  and  no waiver shall be
          binding unless evidenced  by an instrument in writing and
          executed  by  the  party  making  the waiver. If any pro-
          vision, covenant or condition of this Agreement should be
          held or found to be invalid, void or  unenforceable, that
          provision shall be  deemed  severable and all provisions,
          covenants   and  conditions  not  held  invalid,  void or
          unenforceable shall  continue in  full force  and  effect
          and shall in no way be affected,  impaired or invalidated
          thereby.

     15.10Further  Assurances.   The  parties  agree  to  negotiate
          diligently and in good faith at all times, to execute and
          deliver such other and further  documents and instruments
          as may be necessary to fully  effectuate the transactions
          contemplated hereby. The parties further agree to execute
          and deliver  to  the Escrow  Agent and Title Company such
          other  and  further escrow  instructions,  documents  and
          instruments as may be reasonably necessary to  effectuate
          this transaction in accordance with its terms.

16.  1031 EXCHANGE.  Seller  agrees to  cooperate with Purchaser in
     qualifying  this  transaction  as  a tax-free  exchange  under
     Section  1031 of the Internal  Revenue  Code  as long  as such
     cooperation  does   not   result  in  any  additional expense,
     liability,  or obligation  on  the  part of Seller  or in  the
     delay of  the Closing.  Failure to qualify this transaction as
     a  tax-free exchange  will  not  release  Purchaser  from  its
     obligations hereunder.

                     [SIGNATURES ON NEXT PAGE]

                                 19
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused this
Agreement  to  be executed as of  the day  and year  shown opposite
their respective signatures below.

                         SELLER:

                         RZ Corporation, a Nevada corporation


                         By:  A. ROBERT ZEFF
                              -------------------------------------
                              Robert Zeff, President

                         Dated: August 12, 1998

                         PURCHASER:
                                 
                         The April Cook Companies, a
                         Nevada corporation

                         By:  PETER C. BERNHARD
                              -------------------------------------
                              Peter C. Bernhard, President

                         Dated:  August 12, 1998


                           TITLE COMPANY
                       RECEIPT AND  CONSENT


     The Title Company acknowledges receipt of an  executed copy of
the Agreement and agrees to perform as Escrow Agent thereunder.


                         Nevada Title Company, a Nevada corporation



                         By:  TROY LOCKHEAD
                              -------------------------------------
                              Troy Lochhead, Title Officer

                         Dated: August 13, 1998

                                 20