LEASE AGREEMENT


THIS  AGREEMENT made and entered into this 1st day of December,  1996
by   and  between  RAM  Holding  Corporation,  Assignee  of  Colorado
Commercial   Brokers,  Inc.,  hereinafter  "Landlord"   and   Eclipse
Corporation,  Assignee  of  Columbine Home Sales,  Limited  Liability
Company, hereinafter "Tenant",

                     W I T N E S S E T H :

The  Assignors of the parties having previously entered into a  Lease
dated  August 15, 1995, and the parties wishing to modify that  lease
and  agree  upon new terms, Landlord does hereby lease to the  Tenant
and  the  Tenant  does  hereby take and hire from  the  Landlord  the
following  described property in the County of El Paso and  State  of
Colorado, to wit:

See Attached.

     TERM:  The term of this lease shall commence on December 1, 1996
and  continue for a period of thirty (30) months, expiring on May  1,
1999.   Tenant has an option to extend this lease upon the same terms
and  conditions, excepting the condition of rental, for an additional
term  of twenty-four (24) months upon giving thirty (30) days' notice
to  Landlord prior to the end of the initial term.  The fixed  annual
minimum  rent during each year of the extended term shall be the  sum
equal  to  the  product resulting from multiplying the  fixed  annual
minimum rent for the final full lease year of the initial term by the
number  -  which shall in no event be less than one (1)  -  found  by
dividing  the  index (as defined below) for the first  full  calendar
month  in  which falls the beginning of the extended term  for  which
such  fixed annual minimum rent is being computed, by the  index  for
the  first month of the initial term of this Lease.  Such index shall
be  defined  as  the  Consumer Price Index for all  urban  consumers,
published by the United States Department of Labor, Bureau  of  Labor
Statistics (national average).

     RENT:  The Tenant agrees to pay to the Landlord as rent for  the
leased premises the sum of $5000.00 per month, which shall be paid in
the following manner:

     1)    $5000.00  due and payable on the first day of  each  month
commencing     December 1, 1996 and continuing thereafter during  the
term of the lease.
     
     2)    Late Payment Fee.  In the event rent set forth hereinabove
     is  not paid within five (5) days of its due date, a penalty  of
     ten (10%) percent will be added to the rent then due.
     
     USE:   The  Tenant  expressly covenants and agrees  to  use  the
leased  premises  for  the sale of modular homes  and  for  no  other
purpose  whatsoever without the written prior consent of the Landlord
to   such  change  in  use,  which  consent  however  shall  not   be
unreasonably withheld.  Tenant shall use the premises for no  purpose
which is unlawful or contrary to any zoning regulations or ordinances
in effect.

     PERSONAL PROPERTY TAXES:  Tenant shall pay all personal property
taxes  accruing  under the terms of this lease for personal  property
owned by Tenant and kept on the leased premises.

     REAL PROPERTY TAXES:  Landlord shall pay all real property taxes
on the subject real property.

     UTILITIES:  All utilities used on the leased premises during the
term of this lease shall be paid for by the Tenant.

     INSURANCE:  Tenant agrees to pay the premium for sufficient fire
and  extended  coverage insurance on the leased premises  during  the
term  of this lease to cover the cost of rebuilding or repairing  the
leased premises in the event of total or partial destruction thereof.
Tenant  agrees  to carry and maintain public liability insurance  for
the  leased  premises in a minimum amount of $300,000.  Tenant  shall
furnish Landlord with appropriate certificates of insurance coverage.

     MAINTENANCE:   Tenant shall be responsible for the exterior  and
interior maintenance of the leased premises during the term  of  this
lease.  All repairs, alterations or additions to the interior of  the
premises  shall  be  made by the Tenant, provided  however  that  all
replacements or major repairs to the plumbing, heating or  electrical
systems  on  the  leased premises which are not necessitated  by  the
negligence  of  the  Tenant shall be paid for by the  Landlord.   All
other  repairs not specifically listed herein are to be paid  by  the
Tenant.

     INSPECTION:   Landlord  can enter upon and  inspect  the  leased
premises at all reasonable times during the term hereof.

     IMPROVEMENTS:  All improvements placed upon the leased  premises
of  a permanent nature by the Tenant shall be and become the property
of  Landlord at the expiration of this lease.  The Landlord shall  be
under no obligation to reimburse the Tenant for any sums of money  so
expended in making permanent improvements on the leased premises.

     DESTRUCTION   OF  PREMISES:   Should  the  leased  premises   be
destroyed  or rendered uninhabitable through no act or fault  of  the
Tenant, either by fire, act of God or otherwise, then this lease  may
be  forthwith  terminated  by the Tenant at  its  option  unless  the
parties  agree  that  such  premises  shall  be  reconstructed   from
insurance proceeds and if such reconstruction is performed, then rent
hereunder shall be suspended for a period of 90 days or until the re-
occupancy of the premises by Tenant, whichever shall first occur.

     DEFAULT:  The Tenant promises and agrees that if default be made
in  the  payments  of  rent  or in the  performance  of  any  of  the
conditions of this lease, that this lease may be forthwith terminated
at  the  election  of  the Landlord and the Tenant  will  immediately
surrender  and  deliver up possession of the leased premises  to  the
Landlord  upon  receiving written notice from  the  Landlord  of  the
breach  of  the  conditions of this lease and  the  election  of  the
Landlord to so terminate this lease.  In the event of such default by
Tenant then the Landlord, besides other rights and remedies which  it
may have, shall have the immediate right of re-entry and the right to
remove  all  persons  and property from the leased  premises  at  the
expense  of  the  Tenant.  Should the Landlord elect to  re-enter  as
herein  provided  or  should  it take possession  pursuant  to  legal
proceedings  or pursuant to any notice provided for by  law,  it  may
either  terminate  this lease or it may, from time to  time,  without
terminating this lease, re-let or release the leased premises or  any
part   thereof  for  such amount of rental and upon  such  terms  and
conditions as Landlord in its sole discretion and judgment  may  deem
advisable.   Landlord  may  make such alterations,  improvements  and
repairs to the leased premises as it may deem advisable.  No such re-
letting  or  releasing of the leased premises by Landlord  under  the
circumstances set forth in this paragraph shall be construed  as  the
election on Landlord's part to terminate or cancel this lease  unless
a written notice of such termination or cancellation is mailed by the
Landlord  to  the  Tenant at the address of the leased  premises  nor
shall  such  re-letting  release the Tenant  from  liability  to  the
Landlord  for any and all damages of whatsoever type or nature  which
the Landlord may have or will suffer or incur as a result of Tenant's
breach  of  any  of the terms, covenants, provisions  and  conditions
herein  contained.  Notwithstanding any such re-letting or  releasing
without  termination of this lease by the Landlord, Landlord  may  at
any  time  thereafter elect to terminate the lease for such  previous
breach  by  the Tenant.  In the event it should become necessary  for
Landlord  to  employ  an attorney to enforce any  of  the  provisions
hereof,  Landlord shall be entitled to recovery from Tenant  for  his
costs in such behalf expended plus a reasonable attorney's fee.

In  the  event this lease is terminated by reason of the  default  of
Tenant,  it  is  understood and agreed that  the  Landlord  shall  be
entitled  to  retain any advance rental or deposit  herein  made,  to
partially compensate Landlord for damages suffered by reason of  such
default.   Nothing  herein contained shall be  construed  however  as
precluding  the Landlord from recovering from Tenant any  further  or
additional  damages  which it may have suffered  by  reason  of  such
default of the Tenant as provided herein.

     SURRENDER AND HOLDING OVER:  Upon expiration of the term of this
lease,  or any extension thereof, the Tenant agrees to surrender  and
deliver  up possession of the leased premises to the Landlord  in  as
good condition and repair as the same are at this time, ordinary wear
and tear excepted.  In the event the leased premises shall be damaged
beyond reasonable wear and tear, the Tenant agrees to immediately pay
Landlord  such  sum of money as shall be reasonable expended  by  the
Landlord in restoring the leased premises to its former condition.

Should the Tenant continue in possession of the leased premises after
the  expiration of this lease without a written extension or  renewal
hereof,  such possession shall be on a month-to-month basis only  and
then at a monthly rate herein specified.

     NO WAIVER:  The failure of Landlord to insist in any one or more
instances  upon  a  strict  performance of any  of  the  obligations,
covenants  or  agreements  herein  contained  shall  in  no  wise  be
construed to constitute a waiver, relinquishment or release  of  such
obligations,  covenants  or agreements, and  no  forbearance  by  the
Landlord of any default hereunder shall in any manner be construed as
constituting a waiver of such default.

     TENANT'S DUTIES RE SIDEWALK OR WALKWAYS:  The Tenant shall  keep
the sidewalks and walkways in front of and around the leased premises
free and clear of ice and snow and free from litter, dirt, debris and
obstructions.

     BANKRUPTCY:   If  the  Tenant shall  be  declared  insolvent  or
bankrupt or if any assignment of his property shall be made  for  the
benefit  of  his  creditors or others or if  the  Tenant's  leasehold
interest  herein  shall be levied upon under execution  or  taken  by
virtue  of  any  writ  of  any Court of Law  or  if  the  Trustee  in
Bankruptcy or a Receiver is appointed for the property of the Tenant,
then  and  upon the happening of any one of these events the Landlord
may,  at its option, immediately and with or without notice terminate
and cancel this lease and immediately retake possession of the leased
premises   without   thereby  occasioning  any  forfeiture   of   the
obligations of the Tenant previously accrued under this lease.

     EMINENT  DOMAIN:   In the event all or any part  of  the  leased
premises  shall be taken by right of eminent domain, or in the  event
the  Landlord  makes a conveyance of all or any part  of  the  leased
premises  in  lieu  of taking by right of eminent domain,  then  this
lease shall, at the option of the Landlord, cease and terminate.   In
such  event  the  Tenant shall not be required to  make  any  further
rental  payments to the Landlord and the Tenant shall have the  right
to  remove  from the leased premises any and all furniture, machinery
and  fixtures set forth herein.  In such event of a taking of all  or
part  of  the  leased  premises  by right  of  eminent  domain  or  a
conveyance  in  lieu of such taking, the Landlord shall  receive  the
entire  award  or  price with the condemning or  taking  governmental
authority will pay for the leased premises.

     MISCELLANEOUS:

          This  lease  agreement is further subject to  any  and  all
special  conditions  which  are  contained  in  this  lease  in   the
appropriate space provided therefor.

          Wherever used herein the singular shall include the  plural
and the use of any gender shall be applicable to all genders.

          This   lease  shall  bind  and  benefit  alike  the  heirs,
successors and assigns of the parties hereto.

     IN  WITNESS WHEREOF the parties hereto have set their hands  and
affixed their seals on the day and year first above written.


DATED this _____ day of _________________, 1996.

                         RAM HOLDING CORPORATION


                         BY: _________________________________
                                Cary Carpenter, President

     
                         ECLIPSE CORPORATION
                         

                         BY: __________________________________
                         

<PAGE>

                             ATTACHMENT
                                 TO
               LEASE AGREEMENT DATED DECEMBER 1, 1996
                               BETWEEN
           RAM HOLDING CORPORATION and ECLIPSE CORPORATION
                                  
                                  
                                  
LEGAL DESCRIPTIONS.
     
     4326 N. Nevada, Colorado Springs, Colorado, 80907:
     
     Parcel  1:  Approximately 100 feet of frontage x 175  depth
     for a sales lot for modular homes.
     
     Parcel  2:   Approximately 200 feet x 175  feet  depth  for
     sales office for modular homes.