AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY

     THIS AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY is
made and entered into this 21st Day of February, 1997 by and
between Celebrate L.L.C. and/or assignee (hereinafter referred to
as "Buyer") and S.H.F. Acquisition Corp. ("Seller"), with
reference to the following facts:

A.   Seller is the owner of a parcel of vacant land consisting of
approximately .82 gross acres described as a portion of the W2
SW4 SW4 SE4 NW4 of Section 33, Township 19S and Range 61E, M.D.M.
(hereinafter referred to as the "Property").  The property is
further described as Arroyo Grande Unit 3 consisting of 4 lots.

B.   Buyer now desires to purchase from Seller and Seller desires
to sell to Buyer the Property.

NOW THEREFORE, in consideration of the mutual covenants, premises 
and agreements contained herein, the parties hereto do hereby
agree as follows:

1.   PURCHASE AND SALE.  Buyer shall purchase from Seller, upon
the terms and conditions set forth, the Property.  Purchase shall
be in the form of cash or certified funds at the close of escrow.

2.   PURCHASE PRICE.  The purchase price to be paid for the
Property shall be exactly ONE HUNDRED THOUSAND DOLLARS
($100,000.00).  Said sum shall by paid as follows:

     a)  Upon the acceptance of this offer to purchase, the Buyer
     shall deposit into escrow FIVE THOUSAND DOLLARS ($5,000 00). 
     Said deposit shall be applicable to purchase price.  Upon
     satisfaction of the contingencies contained in paragraph 6,
     at Buyer's sole discretion, the earnest money deposit shall
     be increased to TEN THOUSAND DOLLARS ($10,000.00) and become
     non-refundable in the event Buyer fails to close.  In the
     event Buyer elects to cancel prior to expiration of the
     contingency period, the initial deposit of FIVE THOUSAND
     DOLLARS ($5,000.00) shall be released to the Buyer without
     further instructions from Seller.

3.   TITLE TO THE PROPERTY.  Title conveyed is to be subject to
encumbrances, easements, rights of way, restrictions, conditions
and covenants of record as shown on a current preliminary title
report provided through escrow to be furnished at Seller's
expense.  Buyer shall have ten (10) working days following
receipt of said report to approve the condition of title,
provided that if written disapproval is not received by Buyer
within said period, Buyer shall be deemed to have accepted the
condition of the title.  Seller agrees to deliver, at his
expense, good and merchantable title as evidenced by a policy of
title insurance to the Buyer.  The Buyer, at his option, may
terminate this offer to purchase and his earnest money shall be
returned if the Seller fails to deliver good and merchantable
title as herein provided.

4.   DISCLOSURE OF CONDITIONS.  Buyer shall take title subject to
declarations, covenants, conditions and restrictions, articles of
incorporation, bylaws, rules and regulations currently in force,
to be delivered to Buyer.  Buyer shall be deemed to have approved
said documents unless written notice to the contrary is delivered
to Seller within ten (10) working days of receipt by Buyer.

5.   ESCROW.  The purchase and sale provided for herein shall be
consummated through an escrow to be opened with Fidelity National
Title (Regina Kington).  THE ESCROW SHALL BE DEEMED OPEN WHEN
BUYER AND SELLER HAVE EXECUTED AND DEPOSITED SIGNED ESCROW
INSTRUCTIONS WITH THE ESCROW COMPANY (THE OPENING OF ESCROW). 
Said escrow shall be upon the usual form of instructions of the
escrow holder for transactions of the type provided for herein,
except that said instructions shall incorporate ail terms and
provisions of this Agreement, and in additions shall provide the
following:

     a) to close escrow 75 days from opening escrow or
     recordation of final map whichever is later but in no event
     later than 9/1/97;

     b) promptly after the opening of escrow, Seller shall cause
     to be procured and delivered for Buyer's approval the
     Preliminary Title Report and copies of documents referred to
     in paragraph 3;

     c) Seller shall pay a Documentary Transfer Tax, and all
     other fees and costs shall be divided in accordance with the
     usual practices of the escrow holder;

     d) real property taxes shall be prorated to Close of Escrow;

     e) any Special Assessments or Fees outstanding on the
     Property shall be paid by Seller;

     f) in the event of any conflict between the terms of this
     agreement and the terms of the escrow, the terms of this
     agreement shall prevail except where the escrow instructions
     specifically provide otherwise.

If escrow fails to close as the result of Buyer's default, all
monies deposited by Buyer into escrow shall be considered as
liquidated damages to the Seller.  If escrow fails to close as a
result of Seller's default, Buyer shall be entitled to seek
specific performance remedies.  The provisions of this paragraph
shall be the sole remedies available to each respective party
hereunder in the event of a default under this agreement.

6.   CONTINGENCIES.  The purchase of the Property is contingent
upon:

     a) Buyer's approval of the Preliminary Title Report and all
     documents described within the Preliminary Title Report,
     issued by Fidelity National Title Company concerning the
     property as described in paragraph (3).

     b) Buyer's approval of all surveys and engineering as to
     soils conditions, dirt balance, hydrology, sewer and water
     availability, tortoise mitigation and on and off site costs
     and feasibility studies, all to be completed at Buyer's
     expense, at Buyers option.

     c) Buyer's approval of a Phase I Environmental Site
     Assessment to be performed by (Buyer to select) at Buyer's
     expense, at Buyers option.

The above contingencies are solely for the Buyer's benefit.  Each
of the contingencies must be approved in writing, by Buyer on or
before 45 days from the Opening of Escrow.  Should Buyer not
approve for any reason whatsoever, any one of the above
contingencies, then he shall have the right to terminate this
Agreement on or before the expiration of the contingency period.

In the event Buyer terminates this Agreement due to his
disapproval of one or more of the contingencies, any deposits
made by Buyer shall be immediately returned to Buyer less any
escrow costs incurred and Buyer shall have no further obligations
under this agreement.  Buyer shall be solely responsible for all
costs involved in satisfying the above contingencies.

7.   DUE DILIGENCE STUDIES.  It is hereby agreed that, in the
event that this escrow does not close, that the Buyer shall
furnish at no expense to Seller, all surveys, engineering,
feasibility studies, reports and any and all other materials in
Buyer's possession that may pertain to the development of the
property.  Buyer hereby agrees to indemnify Seller from any
claims, liens damages and expenses (including attorney's fees)
arising from or in connection with such entry.

8.   OFFER EXPIRATION.  Unless the Seller's acceptance of this
offer to purchase is delivered to Buyer before 5PM, the 25th day
of February, 1997, this offer shall be deemed revoked.

9.   AGENCY DISCLOSURE.  See attached agency disclosure forms.

10.  NOTICES.  Any and all notices, demands, or other
communications required or desired to be given hereunder shall be
in writing and shall be validly given or made to another party if
served either personally or if deposited in the United States
mail certified or registered, postage prepaid, return receipt
requested.  If such notice, demand or other communication be
serviced personally, service shall be conclusively deemed made at
the time of such personal service.  If such notice, demand or
other communication be given by mail, such shall be conclusively
deemed given forty-eight (48) hours after the deposit thereof in
the United States mail addressed to the party to whom such
notice, demand or other communication is to be given as
hereinafter set forth.

     To Buyer:      Celebrate L.L.C.
                    2317 Glassport Cir.
                    N. Las Vegas, NV 89030
                    Ann: Harry Shull



     To Seller:     S.H.F. Acquisition Corp.
                    4045 Spencer Street, Ste. 206
                    Las Vegas, NV 89119
                    Attn: Jim Dale

Any party hereto may change its' address for the purpose of
receiving notices, demands and other communications as herein
provided by written notice given in the manner aforesaid to the
other party or parties hereto.  After opening of escrow, a copy
of all notices, demands and other communications shall be given
to the escrow office.

11.  APPLICABLE LAWS AND SEVERABILITY.  This document shall, in
all respects, be governed by the laws of the State of Nevada
applicable to agreements executed and to be wholly performed with
the State of Nevada.  Nothing contained herein shall be construed
so as to require the commission of any act contrary to law, and
wherever there is any conflict between any provision contained
herein and any present or future statute, law, ordinance or
regulation contrary to which the parties have no legal right to
contract, the latter shall prevail but the provision of this
document which is affected shall be curtailed and limited only to
the extent necessary to bring it within the requirements of the
law.

12.  ENTIRE AGREEMENT.  The foregoing represents the entire
Agreement between the parties and no verbal statements made by
any party are a part hereof unless incorporated in writing.  In
the event either party shall prevail in any legal action
commenced to enforce this agreement, he shall be entitled to all
costs incurred in such action including attorney's fees, costs
and expenses as may be fixed by the Court.

13.  MODIFICATIONS OR AMENDMENTS.  No amendment, change or
modification of this document shall be valid unless in writing
and signed by ail parties hereto.

14.  SUCCESSORS OR ASSIGNS.  All of the terms and provisions
contained herein shall inure to the benefit of and shall be
binding upon the parties hereto and their respective successors
and assigns.

15.  TIME OF THE ESSENCE.  Time is of the essence of this
Agreement and all terms, provisions, covenants and conditions
hereof.

16.  BUYER'S STATEMENT.  Buyer states that Buyer will personally
inspect said property and is buying said property on his own
inspection and not on any representation(s) of Seller or Seller's
Agent(s).  Buyer accepts that the only guarantees given by Seller
are those of title and there are no other guarantees given by
Seller as to, but not limited to, condition, zoning, fitness for
use for any certain purpose, soils tests, percolation tests,
improvements, presence or absence of utilities, or paving.

17.  SELLER'S STATEMENT.  The sale of Unit 3 is contingent upon
the successful completion of the sale of Units 2A and 2B (53 lots
of Arroyo Grande Estates).

18.  DISCLOSURE.  Seller is aware that Buyer is a Nevada Real
Estate Licensee.

19.  DISCLOSURE.  Seller warrants no knowledge of soil
contamination.
                          
                          
                          COUNTER OFFER


The Agreement For the Purchase and Sale of Real Property made by
Celebrate L.L.C. to purchase the real property commonly known as
Phases 3 Arroyo Grande Estates dated February 21, 1997 is not
accepted in its present form, but the following COUNTER OFFER is
hereby submitted:


     CHANGE TO READ AS FOLLOWS 
     B. ... desires to sell to Buyer the Property, as is.


     CHANGE TO READ AS FOLLOWS
     5a.  Close of escrow shall be no later than July 1, 1997.

     ADD NEW PARAGRAPH
     5g.  Escrow shall be deemed to be opened on the first
     business day following the signing of this document by both
     the Seller and Buyer, and Buyer is notified in of Sellers
     signing in writing.

     CHANGE TO READ AS FOLLOWS
     6a.  Seller will provide Buyer a copy of a current
     Preliminary Title Report, and . . .

     ADD NEW PARAGRAPH
     6d.  Buyer shall, within thirty (30) days of receipt of the
     Preliminary Title Report and supporting documentation,
     provide written notice to seller of any items unacceptable
     to Buyer. Seller shall have 10 days to agree to remove such
     items, and in the event seller is unwilling or unable to do
     so, this agreement shall terminate and the escrow be
     canceled.  Buyers failure to object to the exceptions in the
     preliminary title report, within 30 days, set forth above
     shall be deemed an approval of the Preliminary Title Report. 
     The above also applies to paragraph 4 of Purchase Agreement.

     ADD NEW PARAGRAPH
     6e.  Buyer and Buyer's experts shall exercise care in
     entering upon and inspecting the property.  Buyer hereby
     agrees to defend, indemnify, and hold the Seller, its
     officials, employees, and agents, harmless from damages,
     losses, cost expenses, and liabilities, (including legal
     fees), incurred by Seller arising out of and resulting from
     Buyer's and Buyer's experts entry upon and inspection of the
     property.

The undersigned Buyers, offer and agree to purchase said property
on the terms and conditions herein stated and acknowledges
receipt of a copy of this agreement from the Broker named above.

Date: 2/21/97  Time:  10:45 am     BUYER: /S/

Address: 2317 Glassport Cir.  City: North Las Vegas    State: NV


Date: 2/26/97  Time:  8:35 am      SELLER:  SHF Acquisition Corp.
                                            by: /s/ James H. Dale
                                                President

Address: 4045 S. Spencer St. Ste. 206  City: Las Vegas  State: NV