AMENDMENT TO PURCHASE AND OPTION AGREEMENT
                                 by and between
                           SHF ACQUISITION CORPORATION
                                       and
                             MURIETA INVESTORS, LLC
                              dated October 7, 1996



        SHF Acquisition  Corporation,  a Nevada Corporation (Seller) and Murieta
Investors,  LLC, a California  Limited Liability Company (Buyer) desire to amend
that certain Purchase and Option agreement dated October 7, 1996, as follows:

        1. Seller  will grant to Buyer an Option to  purchase up to 34 lots,  if
said number of lots are  available  during the Option  Period (the Option Lots),
located in the subdivision  commonly referred to as Unit 6, or the Fairways,  of
Rancho  Murieta,  County of Sacramento,  State of  California.  Seller will also
grant to Buyer a First Right of Refusal for the sale of Multiple (three or more)
Lots to a single  Third Party  Purchaser.  Said First Right of Refusal  shall be
issued to Buyer upon the Seller's  receipt of a bonafide offer to purchase three
(3) or more lots from the Sellers  remaining  unsold lots in Unit 6. Buyer shall
have five (5) business days, from the date of Sellers notification of a bonafide
offer to  purchase  Multiple  Lots,  to submit to  Seller an  executed  purchase
agreement  on the same  terms and  conditions  as set  forth in the Third  Party
Purchase  offer of  purchase.  In the event  that  Buyer  fails to  submit  such
executed  purchase offer to Seller within five (5) business days, then all Buyer
rights  associated with the First Right of Refusal for the identified lots shall
be waived  and  thereafter  have no force or effect,  except  that in the event,
should the Third Party  Purchaser  seek to modify the  purchase  price or Seller
financing of the purchase on terms more  favorable to the Third Party  Purchaser
than  contained  in the  original  purchase  agreement,  then Buyer  shall be so
notified and the five (5) day First Right of Refusal  reinstated  for those lots
contained in the purchase  agreement.  A Third Party Purchaser shall be a person
or entity, with no affiliation to Seller.

        2. Buyer shall have the right to exercise the Option in multiple  phases
and in such  increments as Buyer  desires,  until Buyer has purchased all of the
Option Lots. Notwithstanding the foregoing, Buyer will purchase a minimum of six
(6) of the Option Lots on the first Option  Exercise  Date and a minimum of four
(4) of the Option Lots on each Option Exercise Date thereafter.

        3. The first Option Exercise Date shall be December 1, 1998 (the Initial
Option  Date).  Additional  Option Dates will be every six months  following the
Initial Option Date. If any Options are not exercised  subsequent to the Initial
Option Date,  then the number of  remaining  Option Lots shall be reduced by the
number of Option Lots not exercised.  In the event, that Buyer fails to exercise
two (2) consecutive  Options to purchase,  then all remaining  Options and First
Right of Refusal  rights shall be terminated by operation of this  amendment and
without notice.



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        4. The  Option  Lots to be  purchased  will be  identified  by Buyer and
approved by Seller prior to each Option Exercise Date with no more than one half
(1/2) of the Option Lots being located on the fairway of the golf course next to
the Sellers property.

        5. The  purchase  price of the Option  Lots will be  $50,000.00  per lot
purchased  plus  reimbursement  to Seller  of Park  Fees paid to Rancho  Murieta
Association and 20% of the lesser of (i) the Gross Sales Price or (ii) the Basic
Sales  Price,  as both are defined in the Purchase  and Option  Agreement  dated
October 7, 1996, less $50,000.00.

        6. If Buyer has not  completed a single  family  residence on any of the
Option Lots purchased  within nine months of the purchase date,  then Buyer will
at Sellers option and upon Sellers inspection of the construction status, either
(1) pay to Seller  the  balance  of the lot  purchase  price as  defined  by the
Sellers  Lot Price  List as of the date of this  amendment,  or (2)  extend  the
completion date. Should Seller elect (1) above, Buyer will have thirty (30) days
to tender to Seller the balance of the purchase price.  Seller will discount the
purchase price Buyer based on the following schedule:

        Single lot    0%
        Two lots      3%
        Three lots    5%
        Four or more  7.5%

Time is of the essence,  however, should Buyers construction time be extended by
acts  of  nature  or  other  acts  beyond  their  control,   i.e.   governmental
intervention,  the nine month time frame will be adjusted accordingly at Sellers
discretion.

        It is  understood  by both Buyer and Seller  that all other terms of the
Purchase and Option Agreement,  dated October 7, 1996 shall remain in full force
and effect.


SHF ACQUISITION CORPORATION

by Edward Pasquale       /s/    E. Pasquale, President                  

MURIETA INVESTORS, LLC

by Jeff Herbst