AGREEMENT  made  this  1st  day of November,  1996,  between
COLUMBINE  HOME  SALES,  LLC, a Colorado  Limited  Liability
Company  with its principal place of business at 4326  North
Nevada,  Colorado Springs, Colorado ("Seller"), and  ECLIPSE
CORPORATION,  a  Colorado corporation,  with  its  principal
place  of  business at 2 North Cascade, Suite 330,  Colorado
Springs, Colorado ("Purchaser"), a Colorado Corporation.

  
  Recitals

  
  WHEREAS,  Seller is engaged in the business  of  a  dealer
and  distributorship of modular homes in  Colorado  Springs,
Colorado, and elsewhere; and

  
  WHEREAS,  Seller  desires to sell  the  business  together
with a portion of its related assets, and

  
  WHEREAS,  Seller's Board of Managers, and the  owners  and
holders  of  one hundred (100%) percent of the interests  of
the  limited  liability company, have  duly  authorized  and
approved  the  sale  of  Seller's  assets  subject  to  this
Agreement, and

  
  WHEREAS,  Purchaser  has been managing  Seller's  business
pursuant to Mangement Contract dated August 1, 1996, and

  
  WHEREAS,  Purchaser has the authority to  acquire  all  or
any  part  of  the  business and  property  of  any  company
conducting  any  business which Purchaser is  authorized  to
conduct, including the distribution and sale of manufactured
homes, and

  
  WHEREAS,  Purchaser's Board of Directors  determined  that
the  purchase of a portion of Seller's assets on  the  terms
set  forth  below  is desirable and is consistent  with  the
Purchaser's objectives.

  
  IT IS THEREFORE AGREED:

     
     1.  Sale  of  business. Seller shall sell to Purchaser,
and  Purchaser  shall  purchase and  acquire,  all  Seller's
assets  shown  on  Exhibit 1, a copy of  which  is  attached
hereto  and incorporated herein by reference, together  with
the  going concern value, and other intangible assets of the
manufactured housing dealership owned and operated by Seller
in  Colorado Springs, Colorado, under the name of  Columbine
Homes  Sales, LLC, subject to such changes as have  occurred
and  shall  occur  in the ordinary course  of  its  business
between  November  1,  1996, and the date  of  closing,  and
subject  also  to  the  liabilities to  be  assumed  by  the
Purchaser  as  set forth in Exhibit 2, a copy  of  which  is
attached   hereto  and  incorporated  herein  by  reference.
Included  in said sale as more fully described in Exhibit  1
are the following assets:

     
     (a)  Sales  proceeds in progress commenced on or  after
          November 1, 1996, as provided hereinbelow;
          
     
     (b)  Assignment   of   subdealership  agreements   with
          Grantham  Realty,  Ordway, Colorado,  and  Outpost
          Homes Company, Walsenburg, Colorado.
          
     
     (c)  Assignment  of contracts and agreements  with  the
          following  manufacturers:  Silver  Crest,  Western
          Homes  Corporation, Palm Harbor Homes, Masterpiece
          Homes,   Redman  Homes,  Inc.,  Cavco  Litchfield,
          Guerdon,   Oak  Creek  Homes,  American   Homestar
          Corporation,  Silver Creek Homes,  ShowCase  Homes
          and other manufacturrs, if any.
          
     
     (d)  Assignment of agreement regarding steel  buildings
          with Perfect Steel Systems dated April 23, 1996.
          
     
     (e)  Leases (3) of retail lot facility located at  4326
          N. Nevada, Colorado Springs, Colorado.
          
     
     (f)  Office building located at retail lot facility  at
          4326 N. Nevada, Colorado Springs, Colorado.
          
     
     (g)  Assignment  and assumption of GreenTree  Financial
          Servicing   Corporation  and  Deutsche   Financial
          Services Corporation floorlines.
          
     
     (h)  Various manufactured homes either for sale  or  as
          models.
          
     
     (i)  Various furniture, fixtures and equipment.

     
     (j)  Superior Home construction contract.

     
     2. Purchase price.

     
     (a)  Stock.   In consideration for such sale, Purchaser
          shall issue to Seller or its nominee(s) shares  of
          common  stock  restricted pursuant  to  Rule  144,
          fully   paid   and  non-assessable,   more   fully
          described  in paragraph 5, valued at market  value
          on  October  31,  1996 in the amount  of  thirteen
          million five hundred thousand (13,500,000)  shares
          in  exchange for the agreed value of the  purchase
          price  of  Seller's  sales  contracts,  furniture,
          fixtures, equipment, lot improvements, sales model
          and  good  will,  One Hundred Fifty  Thousand  and
          No/100   ($150,000.00)   Dollars.    Additionally,
          Purchaser  shall issue options to purchase  common
          stock  in Purchaser, exercisable within a term  of
          three  (3) years, of thirteen million five hundred
          thousand  (13,500,000) additional  shares  at  the
          current  price as of October 31, 1996, based  upon
          the  last  previous trade on October 28,  1996  of
          $.035 per share.
          
     
     (b)  Adjustable   Cash.    In  conjunction   with   the
          assumption  of the Green Tree Financial  Servicing
          Corporation   and   Deutsche  Financial   Services
          floorlines of credit as provided hereinbelow,  the
          parties  agree  that as of October 31,  1996,  the
          effective  date  of  said  assumptions,  there  is
          principal   owed  by  Seller  through  curtailment
          payments,  of  which  every  payment  of  original
          invoices  received is Ninety-Five  Thousand  Eight
          Hundred   Seventy-Three  and  38/100  ($95,873.38)
          Dollars,   in  accordance  with  exhibit  attached
          hereto and incorporated herein by reference.   The
          parties  further  agree  that,  when  each   model
          subject  to  said floorlines have been  sold,  the
          actual   amount   of  principal  above   will   be
          determined and adjusted in the event Purchaser did
          not  receive full payment of original invoice  and
          Seller  shall  have the payment  of  the  adjusted
          $95,873.38  in  cash at closing of  each  home  if
          original invoice is received, the minimum of which
          is shown on Exhibit 3.
          
     
     (c)  Execution  of  Sub-Dealer  contract  between   the
          parties as shown on Exhibit 4, a copy of which  is
          attached   hereto  and  incorporated   herein   by
          reference.
          
     
     (d)  Credit  for  approximately Twenty-Nine and  No/100
          ($29,000.00) Dollars heretofore assumed or paid by
          Purchaser   to   Sub-Dealers  and   Sierra-Rockies
          Development  Corporation  on  behalf   of   Seller
          pursuant  to Management Contract dated  August  1,
          1996.
          
     
     (e)  Forgiveness  and waiver of management's  fees  due
          Purchaser under Management Agreement dated  August
          1,  1996  or _____________________________________
          ($_______________) Dollars.
          
     
     3. Assumption of liabilities and contracts.

     
     (a)   Liabilities.  In further consideration  for  such
     sale,   Purchaser  shall  assume  and  discharge,   and
     indemnify  Seller against, all debts, liabilities,  and
     obligations of Seller as shown on the schedule as shown
     on  Exhibit 2, which obligations shall be certified  by
     Seller  to be true and correct as of November 1,  1996.
     Seller   shall  pay,  be  responsible  for,  and   hold
     Purchaser    harmless   from   all   its    liabiities,
     obligations,  accounts  payable,  claims,  demands  and
     debts in existence prior to November 1, 1996.
     
     
     (b)   Ordinary   business  liabilities.  In   addition,
     Purchaser  shall  assume and discharge,  and  indemnify
     Seller against, all debts, obligations, and liabilities
     of  Seller  which  have arisen or  will  arise  in  the
     ordinary  course  of its business between  November  1,
     1996,   and  the  date  of  closing,  and  all  income,
     franchise,  sales,  and other tax liabilities  incurred
     for  all  taxable  periods up to the date  of  closing,
     including  all income, franchise, sales, and other  tax
     liabilities arising out of this transaction.
     
     
     (c)  Tax  returns.  All income, franchise,  sales,  and
     other  tax  returns and reports of the Seller  for  the
     period  from  November 1,1996, to the date  of  closing
     shall  be  prepared jointly by the parties accountants,
     but  all  such  returns shall be executed  by  Seller's
     officers or directors as required by law.
     
     
     (d)  Indemnity. Purchaser shall have the benefit of and
     perform all contracts and commitments listed on Exhibit
     2  made  in  the  ordinary course of Seller's  business
     which are outstanding on the date of closing, and shall
     indemnify  Seller  against all liabilities  under  such
     contracts and commitments, except that Purchaser  shall
     not  be responsible for the breach of any such contract
     or commitment which occurs before the date of closing.
     
     
     4.  Approval  of  interest holders. This  agreement  is
subject  to  the approval of Purchaser's Board of Directors.
Purchaser shall call a meeting of its Board of Directors for
November  20,  1996,  for  the purpose  of  considering  and
approving  this  agreement  and  taking  all  other   action
required by Purchaser to consummate this contract.

     
     5. Shares.

     
     (a)  New  shares.  If  Purchaser's Board  of  Directors
     approves  this agreement, upon closing Purchaser  shall
     forthwith execute and file all documents and  take  all
     steps   necessary  to  permit  the  issuance  of    the
     appropriate  shares  of common stock  in  Purchaser  to
     Seller or its designees immediately following closing.
     
     
     (b)  Limited  transfer  restriction.  The  preferences,
     privileges,  and voting power of the   shares  and  the
     restrictions  thereon  are to  be  as  follows:  voting
     preference  shares  may be originally  issued  only  to
     Seller, or its nominees, and shall not, for a period of
     one  year from the date of issuance, be sold, assigned,
     or  otherwise  transferred, except  to  Purchaser's  or
     Seller's interest holders.
     
     
     (c)   Treatment  of Stock.  In order  that  Seller  may
     distribute   such   shares  readily  to  its   interest
     holders,  the  share certificates issued  by  Purchaser
     shall  be  in  the  denominations, amounts,  and  names
     requested  by  Seller  prior to closing.  If  Purchaser
     effects  a  stock split, stock dividend, reverse  stock
     split,  spin-off,  or  similar change  in  its  capital
     structure  between the date of this agreement  and  the
     date  set  for  closing, there shall  be  an  equitable
     adjustment  to  the number of shares to  be  issued  in
     accordance with the terms of this paragraph to  reflect
     such  change  or  changes.  Purchaser  shall  bear  all
     necessary and reasonable expenses incurred by Seller in
     the  distribution  of such shares to Seller's  interest
     holders,  except that Seller shall bear those  expenses
     referred to in paragraph 6 of this agreement.
     
     
     (d)    Piggy   Back   Registration   Rights   and   SEC
     registration.   If  Purchaser's  Board   of   Directors
     approves and closes this agreement, Purchaser shall, in
     its  next public offering include stock issued pursuant
     hereto,   file   with  the  Securities   and   Exchange
     Commission   and   appropriate   state   agencies,   if
     necessary,   a  registration  statement  covering   the
     shares, and take all other necessary action to validate
     the  issuance  of  such shares. Seller shall  cooperate
     with  Purchaser and its counsel in preparing and filing
     any   such  registration,  and  Seller  shall   furnish
     information   and  execute  all  documents   that   are
     reasonably   requested   in   connection   with    such
     registration. Purchaser shall pay all fees and expenses
     incurred  by  its counsel and accountants in  preparing
     the  registration  statements.  Upon registration,  the
     parties  agree  to  enter into a lock-up  agreement  of
     standard form restricting sale of shares issued  Seller
     hereunder  to twenty (20%) percent of total  shares  so
     issued for a period of one year.
     
     
     6.    Sublease  Agreement.   Seller  shall  sublet   to
Purchaser  its  retail sales lot located at 4326  N.  Nevada
Avenue, Colorado Springs, CO, 80907, at the same rental  and
under the same terms and conditions as set forth in Seller's
existing three (3) leases upon said lot.

     
     7.  Representations  of  Seller.  Seller  warrants  and
represents  the following are now true and will be  true  at
closing:

     
     (a) Assets and liabilities.  The assets and liabilities
     set  forth in this Agreement and the exhibits  attached
     hereto  are certified to be true and complete statments
     as  of  that  date,  and  Seller shall  hold  Purchaser
     harmless   from   any   and  all  liens,   claims   and
     encumbrances    pertaining   to   said    assets    and
     liabililities.
     
     
     (b)   Seller shall deed lots owned by Seller upon which
     Purchaser   is   to  sell  model  homes  as   purchased
     hereinabove or to be sold pursuant to the terms of this
     Agreement at the closing of said manufactured home at a
     price specified on Exhibit 1.
     
     
     (b)  No  change.  There  will  be  no  changes  in  its
     financial conditions following November 1, 1996, except
     those  that have taken place in the ordinary course  of
     business.
     
     
     (c)  Authority.  Its  Board of  Managers  and  interest
     holders have duly authorized and approved the execution
     of  this  agreement and the sale of a  portion  of  its
     assets.  Copies  of  the minutes of the  managers'  and
     interest  holders' meetings at which such authorization
     and  approval were granted, duly certified by  Seller's
     Secretary, are annexed as Exhibit 3.
     
     
     (d)  Taxes.  Its federal income tax returns  have  been
     filed  with the Internal Revenue Service for all  years
     through the fiscal year ended December 31, 1995 and
     
          
          (1)  It has filed all required federal, state, and
          local tax returns and reports
          
          
          (2)  Such returns are correct, true
          and complete
          
          
          (3)   All   such  taxes,  including
          sales,     corporate     franchise,
          property,  excise  and  use  taxes,
          have  been  paid or  are  otherwise
          adequately provided for  on  latest
          corporate financial statements and
          
          
          (4)  The  company is not  presently
          involved  in any dispute  with  any
          taxing   authority  and   has   not
          received  notice of any deficiency,
          audit,   or  other  indication   of
          deficiency  from any tax authority,
          not    otherwise    disclosed    to
          Purchaser.
          
     
     (e)  Inventory  and  Equipment.   As  of  the  date  of
     closing, Purchaser is familiar with inventory, if  any,
     and equipment purchased and accepts same "as is."
     
     
     8. Conduct of business. Seller covenants with Purchaser
that pending the closing:

     
     (a) Its business will be conducted only in the ordinary
     course.
     
     
     (b)  No dividend or other distribution or payment  will
     be  declared  or  paid with respect to its  outstanding
     shares,  and it will not redeem, purchase, or otherwise
     acquire such shares.
     
     
     (c) It will make no changes in any of its contracts  or
     commitments,  except those that occur in  the  ordinary
     course of business.
     
     
     (d)  It  will  make  no new contracts  or  commitments,
     except contracts in the ordinary course of business for
     the purchase of merchandise, materials, and supplies.
     
     
     (e)  It  will make no expenditures for any alterations,
     additions, or improvements to any of its property.
     
     
     (f)  It  will fully comply with the provisions  of  the
     Uniform  Commercial  Code in  force  in  the  State  of
     Colorado relating to the bulk transfer of assets.
     
     
     9. Representations of purchaser. Purchaser warrants and
represents  the following are now true and will be  true  at
closing:

     
     (a)  Duly  organized corporation. It is  a  corporation
     duly organized and existing under the laws of the State
     of   Colorado,  a  publicly  traded  corporation   with
     sufficient authorized and unissued shares to close this
     agreement.
     
     
     (b)   Authority.  Its  Board  of  Directors  have  duly
     authorized the execution of this agreement
     
     
     (c)   Balance  sheet.  The  balance  sheet  of  Eclipse
     Corporation  as  shown on its 1996 second  quarter  10Q
     dated  and  certified  June 30, 1996,  is  a  true  and
     complete  statement, as of that date, of its  financial
     condition and of its assets and liabilities, and  there
     have  been no changes in its financial condition  since
     June  30, 1996, except those that have occurred in  the
     ordinary course of its business.
     
     
     10.  Purchaser's  covenants. Purchaser  covenants  with
Seller that pending the closing:

     
     (a) Its business will be conducted only in the ordinary
     course.
     
     
     (b)  No dividend or other distribution or payment  will
     be  declared  or  paid with respect to its  outstanding
     shares  except the regular quarter-annual dividends  at
     no   greater  rates  than  those  declared  during  the
     calendar  year 1989, and it will not redeem,  purchase,
     or otherwise acquire such shares.
     
     
     (c)  No  change  will  be made in  its  authorized  and
     outstanding shares, except when required to comply with
     the terms of this agreement.
     
     
     11.   Management  Contract  of  August  1,  1996.   The
parties hereto agree that the Management Contract of  August
1,  1996  shall be terminated effective with the closing  of
this Agreement, and that any obligation either party has  to
the other shall be merged in said closing.

     
     12. Closing. The closing shall take place at the office
of Eclipse Corporation, 2 North Cascade, Suite 330, Colorado
Springs, Colorado, upon five days' notice from Purchaser  to
Seller,  but in no event later than November 15, 1996.  Time
is  of  the  essence. At the closing, upon the  delivery  to
Seller,  or its nominees, of certified copies of its request
to  its  transfer agent to issue certificates for shares  in
Eclipse Corporation, the indemnity agreements referred to in
paragraph 3, a certified copy of the resolution of  approval
referred to in paragraph 4, Seller shall execute and deliver
all   deeds,   bills   of  sale,  conveyances,   and   other
instruments, are necessary to vest title in Purchaser  to  a
portion   of   Seller's  assets.  All  representations   and
covenants shall survive the closing.

     
     13.  No  violation or breach. The parties represent  to
each   other  that  their  performance  of  this  agreement,
including   any   conditions  or  surviving  warranties   or
representations,  is not in violation of any  law,  statute,
local  ordinance, state or federal regulation, court  order,
or administrative order or ruling, and that such performance
is not in violation of any agreement by which either of them
are bound.

     
     14.  Governing law. This agreement shall  be  construed
and interpreted under the laws of the State of Colorado.

     
     15.  Binding effect. This agreement shall inure to  the
benefit  of  and  be  binding upon  the  parties  and  their
respective successors and assigns.

     
     16.   Counterparts.  This  agreement  may  be  executed
simultaneously in any number of counterparts, each of  which
shall be deemed an original, but all of which together shall
constitute one and the same instrument.

     
     17.  Notices. All notices, requests, demands, and other
communications hereunder shall be in writing, and be  deemed
to  have been duly given if delivered or mailed, first class
postage prepaid, to the address of the appropriate party  as
shown on the first page of this agreement.

     
     18. Non-waiver. No delay or failure by either party  to
exercise  any  right  hereunder, and no  partial  or  single
exercise  of  any such right, shall constitute a  waiver  of
that or any other right, unless otherwise expressly provided
herein.

     
     19.  Headings.  Headings  in  this  agreement  are  for
reference  and  convenience only and shall not  be  used  to
interpret or construe its provisions.

     
     20.  Time  of essence. Time is of the essence  of  this
agreement.

     
     21.   Entire  agreement  modification.  This  agreement
supersedes  all prior agreements and constitutes the  entire
agreement  between the parties hereto with  respect  to  the
subject  matter  hereof. It may not be amended  or  modified
except by an instrument executed by the parties.

  
  In   witness   whereof  the  parties  have   signed   this
instrument the day and year first above written.


COLUMBINE HOME SALES LLC                ECLIPSE CORPORATION


By: _______________________________   By:____________________________________
Its    President                       Its      President

  
  
  Attest:                            Attest:


_______________________________      _______________________________________
Secretary                            Secretary
<PAGE>

                            EXHIBIT 1
                               TO
                       PURCHASE AGREEMENT
                     DATED NOVEMBER 1, 1996
                             BETWEEN
        COLUMBINE HOME SALES LLC and ECLIPSE CORPORATION
                                
                                
                                
1.    Manufactured  Homes Located at Retail Manufactured  Housing
Lot, 4326 N. Nevada Avenue, Colorado Springs, CO, 80907.
     
     (a)  Manufactured home serving as office on sales lot
     
     (b)  Palm Harbor Model "Santa Cruz," Serial No. 22379
     
     (c)  Silver Creek Model "501," Serial No. 1398
     
     (d)  Silver Creek Model "201," Serial No. 1374
     
     (e)   Masterpiece Model "ValueMaster 3080," Serial  No.
     3531
     
     (f)  Cavco Model "Screamer," Serial No. 1481
     
     (g)  Cavco Model "260-28P," Serial No. 3718
     
     (h)  Redman Model "Silvercrest," Serial No. 4714
     
     (i)  Silver Creek Model "101," Serial No. 1382
     
     (j)  Palm Harbor Model "Picaso", Serial No. 2461
     
     (k)  Homestar Model "824," Serial No. 746
     
Premises  is  currently being leased pursuant  to  various  Lease
Agreements (3), copies of which attached hereto as Exhibit  "1-A"
and incorporated herein by reference, and Purchaser assumes same.

2.    Lot  22, Bear Creek Filing No. 1, El Paso County, Colorado,
together with Model Home located thereon.

     Palm Harbor Model "Pikes Peak," Serial No. 22497
     
3.   Lot 11, Bear Creek Filing No. 1, El Paso County, Colorado.

4.   Modular Home Located on Lots Not Belonging to Seller:
     
     (a)  Cavco Model "21024E," Serial No. 4122
     
5.   Modular Homes Located at Various Sub-Dealers:

     (a)  Silver Creek Model 501, Serial No. 71363

     (b)  Silver Creek Model 501, Serial No. 71370

     (c)  Palm Harbor Model "Santa Cruz," Serial No. 22388

6.    All  manufactured homes listed hereinabove are  subject  to
floorlines  of  Green  Tree Financial Servicing  Corporation  and
Deutsche  Financial Services, but assumed by  Purchaser,  as  set
forth in the Agreement, excluding manufactured home set forth  in
Paragraph 1(a).

7.   Model Home Furniture and Office Equipment.

     (a)  Fixtures and equipment located at manufactured home
          sales lot, 4326 N. Nevada Avenue, Colorado Springs,
          Colorado:
     
          5 Desks
          5 Office Chairs
          1 Couch and Matching Loveseat
          2 End Tables
          1 Lamp
          9 Chrome Padded Chairs
          3 Book Shelves
          7 File Cabinets
          1 Computer and Stand
          1 Typewriter
          1 Fax/Printer Machine
          1 Konica 2203 Copier
          6 Telephones
          1 Two-Door Cabinet

     (b)  Model Home Furniture -

          (i)  Model "Santa Cruz":      1 Couch and Matching
     Loveseat
                                   7 Matching Pillows
                                   1 Wood Coffee Table
                                   1 Wood Trunk
                                   1 Wood Two-Door Cabinet
                                   2 Wood Decor Ladders
                                   4 Pictures
                                   2 Large and 2 Small Wool
                                   Covers
                                   1 Artificial Plant
                                   1 Small Wall Cabinet
                                   1 Small Lantern and 1 Large
                                   Lantern
                                   2 Old Sewing Machines
                                   21 Accessories
                                   1 Round Dining Room Table with
                                   4           Matching Chairs
                                   1 Wood and Leather Chair
                                   1 Wood Chest
                                   2 Wood Tables
                                   1 Saddle and 2 Ropes
                         
          (ii)  Model "501":            1 Couch
                                   9 Pillows
                                   2 Leather and Wood Chairs
                                   1 Large Wool Cover and 2 Small
                                   Covers
                                   1 Two-Piece Painted Wood Hutch
                                   2 Wood Benches
                                   1 Glass Top Table with Metal
                                   Stand
                                   1 Small Glass Top Table with
                                   Metal          Stand
                                   4 Wood Kitchen Chairs
                                   31 Accessories
                                   1 Small Wood Table
                                   2 Artificial Plants
                                   1 Fran Wolfelder Picture
                         
          (iii)  Model "201":           1 Painted End Table
                                   1 Wood Painted Table and 5
                                   Chairs
                                   1 Square Painted Table
                                   1 Blue and Yellow Cabinet with
                                   Glass       Doors
                                   3 Artificial Plants
                                   1 Floor Fan
                                   9 Accessories
                                   2 Mirrors
                                   1 Painted Blue Stand
                                   4 Assorted Pictures
                                   1 Picasso Painting
                                   1 Blue Drop-Leaf Table
                                   4 Placemats
                                   6 Accessories
                                   1 Wood Bench
                         
          (iv)  Model "ValueMaster 3080":    2 Bamboo Multi-
     colored Loveseats
                                   1 Round Table with Glass Top
                                   1 Blue Trunk
                                   1 Black Stand
                                   1 Artificial Palm Tree
                                   17 Accessories
                                   1 Aluminum Bird
                                   1 Black Tiered Table with
                                   Multi-colored     Dots
                                   3 Wood and Leather Chairs
                                   1 Wool Blanket
                                   2 Small Bamboo Stands
                                   1 Round Bamboo Base
                              
<PAGE>
NOTE: Original Lease Agreement is attached here.
<PAGE>

                            EXHIBIT 2
                               TO
                       PURCHASE AGREEMENT
                     DATED NOVEMBER 1, 1996
                             BETWEEN
        COLUMBINE HOME SALES LLC and ECLIPSE CORPORATION
                                
                                
                                

1.    Floorline of Green Tree Financial Servicing Corporation  at
the  October 31, 1996 amount of Six Hundred Twenty-Nine Thousand,
Nine Hundred Ninety-Eight and 40/100 ($629,998.40) Dollars.

2.    Floorline of Deutsche Financial Services at the October 31,
1996  amount  of Three Hundred Thirty-Five Thousand, Six  Hundred
Fifty-Nine and No/100 ($335,659.00) Dollars.

3.   Sub-Dealer contracts with Outpost Homes Company and Grantham
Realty.

4.    Manufacturing/Dealership/Franchise Contracts or  Agreements
with:

     (a)  Silver Crest Western Homes Corporation
     
     (b)  Palm Harbor Homes
     
     (c)  Masterpiece Homes
     
     (d)  Redman Homes
     
     (e)  Cavco Litchfield
     
     (f)  Guerdon
     
     (g)  Oak Creek Homes
     
     (h)  American Homestar Corporation
     
     (i)  Any  other  manufacturers  with  whom  Seller  has   an
          agreement.
     
5.   Steel Building Franchise Agreement with:

     (a)  Perfect Steel Systems dated April 23, 1996.
     
6.    Manufactured House Installation Agreement dated January  1,
1996 between Seller and Superior Homes, Inc.

<PAGE>

                            EXHIBIT 3
                               TO
                       PURCHASE AGREEMENT
                     DATED NOVEMBER 1, 1996
                             BETWEEN
        COLUMBINE HOME SALES LLC and ECLIPSE CORPORATION




See attached.

<PAGE>
NOTE:  Original Table is attached here.
<PAGE>

                         ADDENDUM NO. 1
                               TO
                AGREEMENT DATED NOVEMBER 1, 1996
                         BY AND BETWEEN
        COLUMBINE HOME SALES llc and ECLIPSE CORPORATION
                                
                                
      The parties hereto agree that the number of shares of stock
issued pursuant to Paragraph 2(a) of the Agreement dated November
1,  1996  between  Columbine Home Sales llc, a  Colorado  Limited
Liability Company ("Seller"), and Eclipse Corporation, a Colorado
corporation   ("Purchaser")  shall  be   adjusted   upon   mutual
agreement,  if  necessary,  following  final  analysis   of   the
transaction   and  stock  valuation  from  tax   and   accounting
viewpoints.

      The  parties further agree that Purchaser's transfer  agent
will  not be requested to issue shares of stock provided in  said
Paragraph  2(a) until final analysis has occurred  and  has  been
approved by both parties.

     Dated, this 1st day of November, 1996.

COLUMBINE HOME SALES llc           ECLIPSE CORPORATION



By:_____________________          By:__________________________
     Darel A. Tiegs                     James A. Humpal
Its: Manager                       Its: Treasurer

                                  By:__________________________
                                        J. Royce Renfrow
                                   Its: Corp. Secretary / Gen. Counsel