Exhibit 10.22

     AMENDMENT TO JOINT VENTURE AGREEMENT.
                 GLENBRIAR JOINT VENTURE

This Agreement is entered into this 20th day
of December, 200 1, by and between Dover Investments
Corporation, a Delaware corporation [DOVER], and
Westco Community Builders, Inc., a California
corporation [WESTCO].

RECITALS:

WHEREAS, WESTCO and DOVER, through its subsidiary and
predecessor in interest G.I.C. Investment Corporation, previously
executed the Glenbriar Joint Venture Agreement dated January 1, 1994,
with amendments dated April 18, 1995 [collectively the "Agreement"], and

WHEREAS, paragraph 2.16 of the Agreement provides for a possible
preferred return in the amount of 12% per annum simple interest, and

WHEREAS, unless the preferred return rate is reduced, WESTCO will
seek to replace or reduce DOVER's equity with alternative financing
at a significantly lower rate thereby reducing DOVER's possible
return, and

WHEREAS, if DOVER's investment is reduced it does not have
attractive alternative available investments which would produce
an acceptable yield, and

WHEREAS, the parties mutually wish to reduce the possible rate of
preferred return accruing on and after January 1, 2002 to seven
percent (7%) per annum simple interest.

AGREEMENT:

NOW THEREFORE, in consideration of these presents, the sum of $1.00
and other good and valuable consideration, the parties mutually agree
as follows:

  1. Effective January 1, 2002, the preferred return rate set forth in
  Paragraph 2.16 of the Agreement is hereby reduced to seven percent
  (7%) per annum simple interest. Preferred return calculations for periods
  prior to January 1, 2002, shall use twelve percent (12%) per annum simple
  interest. Preferred return calculations for periods on and after
  January 1, 2002, shall use seven percent (7%) per annum simple interest.

2. All other terms and conditions of the Agreement shall remain
    unchanged.

THE PARTIES have executed this Amendment on the date set
forth above.

DOVER INVESTMENTS CORPORATION


By: /s/Frederick M. Weissberg
       Frederick M. Weissberg,
       President

By: /s/Erika Kleczek
       Erika Kleczek,
       Chief Financial Officer



WESTCO COMMUNITY BUILDERS, INC.

By: /s/Britt Evans
       Britt Evans, CEO





















    AMENDMENT TO GLENBRIAR VENTURE No. 2, LLC.
               OPERATING AGREEMENT


This Agreement is entered into this 20th day of December, 2001, by
and between Dover Investments Corporation, a Delaware corporation
[DOVER], and Westco Community Builders, Inc., a California
corporation [WESTCO].

RECITALS:

WHEREAS, the parties previously executed the Glenbriar Venture No.,
LLC, Operating Agreement dated January 1, 1996 ["Operating
Agreement"] which was previously amended on December 7, 1998, and

WHEREAS, paragraph 1.24 of the Operating Agreement provides for a
possible preferred return for DOVER in the amount of 10% per annum
simple interest, and

WHEREAS, unless the preferred return rate is reduced, WESTCO will
seek to replace or reduce DOVER's equity with alternative financing
at a significantly lower rate thereby reducing DOVER's possible
return, and

WHEREAS, if DOVER's investment is reduced it does not have attractive
alternative available investments which would produce an acceptable
yield, and

WHEREAS, the parties mutually wish to reduce the possible rate of
preferred return accruing on and after January 1, 2002 to seven
percent (7%) per annum simple interest.

AGREEMENT:

NOW THEREFORE, in consideration of these presents, the sum of $1.00
and other good and valuable consideration, the parties mutually agree
as follows:

  1. Effective January 1, 2002, the preferred return rate set forth in
  Paragraph 1.24 of the Operating Agreement is hereby reduced to
  seven percent (7%) per annum simple interest. Preferred return
  calculations for periods prior to January 1, 2002, shall use twelve
  percent (12%) per annum simple interest. Preferred return calculations
  for periods on and after January 1, 2002, shall use seven percent
   (7%) per annum simple interest.

  2. All other terms and conditions of the Operating Agreement shall
  remain unchanged.

THE PARTIES have executed this Amendment on the date set forth above.

          "Member"
DOVER INVESTMENTS CORPORATION

By: /s/Frederick M. Weissberg
       Frederick M. Weissberg,
       President

By: /s/Erika Kleczek
       Erika Kleczek,
       Chief Financial Officer



"Member"
WESTCO COMMUNITY BUILDERS, INC.

By: /s/Britt Evans
       Britt Evans, CEO






















AMENDMENT TO TRACY RESIDENTIAL VENTURE PARTNERS, LLC.
                OPERATING AGREEMENT



This Agreement is entered into this 20th day of December, 2001,
by and between Dover Investments Corporation, a Delaware
corporation [DOVER], and Westco Community Builders, Inc., a
California corporation [WESTCO].

RECITALS:

WHEREAS, the parties previously executed the Tracy Residential
Venture Partners, LLC, Operating Agreement dated March 17, 1998
["Operating Agreement"], and

WHEREAS, paragraph 1.01(aa) of the Operating Agreement provides
for a possible preferred return for DOVER in the amount of 12%
per annum simple interest, and

WHEREAS, unless the preferred return rate is reduced, WESTCO
will seek to replace or reduce DOVER's equity with alternative
financing at a significantly lower rate thereby reducing DOVER's
possible return, and

WHEREAS, if DOVER's investment is reduced it does not have
attractive alternative available investments which would produce
an acceptable yield, and

WHEREAS, the parties mutually wish to reduce the possible rate
of preferred return accruing on and after January 1, 2002 to
seven percent (7%) per annum simple interest.

AGREEMENT:

NOW THEREFORE, in consideration of these presents, the sum of
$1.00 and other good and valuable consideration, the parties
mutually agree as follows:

  1 .     Effective January 1, 2002, the preferred return rate set
  forth in Paragraph 1.01(aa) of the Operating Agreement is
  hereby reduced to seven percent (7%) per annum simple
  interest. Preferred return calculations for periods prior to
  January 1, 2002, shall use twelve percent (12%) per annum
  simple interest. Preferred return calculations for periods on
  and after January 1, 2002, shall use seven percent (7%) per
  annum simple interest.

  2. All other terms and conditions of the Operating Agreement
  shall remain unchanged.

THE PARTIES have executed this Amendment on the date set forth
above.

"Member"
DOVER INVESTMENTS CORPORATION

By: /s/Frederick M. Weissberg
       Frederick M. Weissberg,
       President

By: /s/Erika Kleczek
       Erika Kleczek,
       Chief Financial Officer


"Member"
WESTCO COMMUNITY BUILDERS, INC.

By: /s/Britt Evans
       Britt Evans, CEO



















AMENDMENT TO MEADOWBROOK VENTURES, LLC.
          OPERATING AGREEMENT


This Agreement is entered into this 20th day of December, 2001, by
and between Dover Investments Corporation, a Delaware corporation
[DOVER], and Westco Community Builders, Inc., a California
corporation [WESTCO].

RECITALS:

WHEREAS, the parties previously executed the Meadowbrook Ventures,
LLC, Operating Agreement dated July 1, 1999["Operating Agreement"],
and

WHEREAS, paragraph 1. 0 1 (aa) of the Operating Agreement provides
for a possible preferred return for DOVER in the amount of 12% per
annum simple interest, and

WHEREAS, unless the preferred return rate is reduced, WESTCO will
seek to replace or reduce DOVER's equity with alternative financing
at a significantly lower rate thereby reducing DOVER's possible
return, and

WHEREAS, if DOVER's investment is reduced it does not have attractive
alternative available investments which would produce an acceptable
yield, and

WHEREAS, the parties mutually wish to reduce the possible rate of
preferred return accruing on and after January 1, 2002 to seven
percent (7%) per annum simple interest.

AGREEMENT:

NOW THEREFORE, in consideration of these presents, the sum of $1.00
and other good and valuable consideration, the parties mutually agree
as follows:

  1 .     Effective January 1, 2002, the preferred return rate set forth in
  Paragraph 1. 0 1 (aa) of the Operating Agreement is hereby reduced
  to seven percent (7%) per annum simple interest. Preferred return
  calculations for periods prior to January 1, 2002, shall use
  twelve percent (12%) per annum simple interest. Preferred return
  calculations for periods on and after January 1, 2002, shall use
  seven percent (7%) per annum simple interest.

  2. All other terms and conditions of the Operating Agreement shall
  remain unchanged.

THE PARTIES have executed this Amendment on the date set forth above.

"Member"
DOVER INVESTMENTS CORPORATION

By: /s/Frederick M. Weissberg
       Frederick M. Weissberg,
       President

By: /s/Erika Kleczek
       Erika Kleczek,
       Chief Financial Officer



"Member"
WESTCO COMMUNITY BUILDERS, INC.

By: /s/Britt Evans
       Britt Evans, CEO






















AMENDMENT TO SOUTH TRACY INDUSTRIAL PARK, LLC.
            OPERATING AGREEMENT


This Agreement is entered into this 20th day of December, 2001, by
and between Dover Investments Corporation, a Delaware corporation
[DOVER], and Westco Community Builders, Inc., a California
corporation [WESTCO].

RECITALS:

WHEREAS, the parties previously executed the South Tracy Industrial
Park, LLC, Operating Agreement dated August 17, 1999 ["Operating
Agreement"], and

WHEREAS, paragraph 1.01(aa) of the Operating Agreement provides for a
possible preferred return for DOVER in the amount of 12% per annum
simple interest, and

WHEREAS, unless the preferred return rate is reduced, WESTCO will
seek to replace or reduce DOVER's equity with alternative financing
at a significantly lower rate thereby reducing DOVER's possible
return, and

WHEREAS, if DOVER's investment is reduced it does not have attractive
alternative available investments which would produce an acceptable
yield, and

WHEREAS, the parties mutually wish to reduce the possible rate of
preferred return accruing on and after January 1, 2002 to seven
percent (7%) per annum simple interest.

AGREEMENT:

NOW THEREFORE, in consideration of these presents, the sum of $1.00
and other good and valuable consideration, the parties mutually agree
as follows:

  1. Effective January 1, 2002, the preferred return rate set forth in
  Paragraph 1.01(aa) of the Operating Agreement is hereby reduced to
  seven percent (7%) per annum simple interest. Preferred return
  calculations for periods prior to January 1, 2002, shall use twelve
  percent (12%) per annum simple interest. Preferred return
  calculations for periods on and after January 1, 2002, shall use
  seven percent (7%) per annum simple interest.

  2. All other terms and conditions of the Operating Agreement shall
  remain unchanged.

THE PARTIES have executed this Amendment on the date set forth above.


"Member"
DOVER INVESTMENTS CORPORATION

By: /s/Frederick M. Weissberg
       Frederick M. Weissberg,
       President

By: /s/Erika Kleczek
       Erika Kleczek,
       Chief Financial Officer



"Member"
WESTCO COMMUNITY BUILDERS, INC.

By: /s/Britt Evans
       Britt Evans, CEO





















AMENDMENT TO WOODVIEW ESTATES, LLC.
               OPERATING AGREEMENT


This Agreement is entered into this 20th day of December, 2001, by
and between Dover Investments Corporation, a Delaware corporation
[DOVER], and Westco Community Builders, Inc., a California
corporation [WESTCO].

RECITALS:

WHEREAS, the parties previously executed the Woodview Estates, LLC,
Operating Agreement dated February 15, 2001 ["Operating Agreement"],
and

WHEREAS, paragraph 17.05(i)(c)of the Operating Agreement provides for
a possible preferred return for DOVER in the amount of 12% per annum
simple interest, and

WHEREAS, unless the preferred return rate is reduced, WESTCO will
seek to replace or reduce DOVER's equity with alternative financing
at a significantly lower rate thereby reducing DOVER's possible
return, and

WHEREAS, if DOVER's investment is reduced it does not have attractive
alternative available investments which would produce an acceptable
yield, and

WHEREAS, the parties mutually wish to reduce the possible rate of
preferred return accruing on and after January 1, 2002 to seven
percent (7%) per annum simple interest.

AGREEMENT:

NOW THEREFORE, in consideration of these presents, the sum of $1.00
and other good and valuable consideration, the parties mutually agree
as follows:

  1. Effective January 1, 2002, the preferred return rate set forth in
  Paragraph 17.05(i)(c) of the Operating Agreement is hereby reduced
  to seven percent (7%) per annum simple interest. Preferred return
  calculations for periods prior to January 1, 2002, shall use
  twelve percent (12%) per annum simple interest. Preferred return
  calculations for periods on and after January 1, 2002, shall use
  seven percent (7%) per annum simple interest.

  2. All other terms and conditions of the Operating Agreement shall
  remain unchanged.

THE PARTIES have executed this Amendment on the date set forth above.

"Member"
DOVER INVESTMENTS CORPORATION

By: /s/Frederick M. Weissberg
       Frederick M. Weissberg,
       President

By: /s/Erika Kleczek
       Erika Kleczek,
       Chief Financial Officer


"Member"
WESTCO COMMUNITY BUILDERS, INC.

By: /s/Britt Evans
       Britt Evans, CEO























AMENDMENT TO HALCYON PROPERTIES, LLC.
               OPERATING AGREEMENT


This Agreement is entered into this 20th day of December, 2001, by
and between Dover Investments Corporation, a Delaware corporation
[DOVER], and Westco Community Builders, Inc., a California
corporation [WESTCO].

RECITALS:

WHEREAS, the parties previously executed the Halcyon Properties, LLC,
Operating Agreement dated January 18, 2001 ["Operating Agreement],
and

WHEREAS, paragraph 17.05(i)(c) of the Operating Agreement provides
for a possible preferred return for DOVER in the amount of 12% per
annum simple interest, and

WHEREAS, unless the preferred return rate is reduced, WESTCO will
seek to replace or reduce DOVER's equity with alternative financing
at a significantly lower rate thereby reducing DOVER's possible
return, and

WHEREAS, if DOVER's investment is reduced it does not have attractive
alternative available investments which would produce an acceptable
yield, and

WHEREAS, the parties mutually wish to reduce the possible rate of
preferred return accruing on and after January 1, 2002 to seven
percent (7%) per annum simple interest.

AGREEMENT:

NOW THEREFORE, in consideration of these presents, the sum of $1.00
and other good and valuable consideration, the parties mutually agree
as follows:

  1 .     Effective January 1, 2002, the preferred return rate set forth in
  Paragraph 17.05(i)(c) of the Operating Agreement is hereby reduced
  to seven percent (7%) per annum simple interest. Preferred return
  calculations for periods prior to January 1, 2002, shall use
  twelve percent (12%) per annum simple interest, Preferred return
  calculations for periods on and after January 1, 2002, shall use
  seven percent (7%) per annum simple interest.

  2. All other terms and conditions of the Operating Agreement shall
  remain unchanged.

THE PARTIES have executed this Amendment on the date set forth above.


"Member"
DOVER INVESTMENTS CORPORATION

By: /s/Frederick M. Weissberg
       Frederick M. Weissberg,
       President

By: /s/Erika Kleczek
       Erika Kleczek,
       Chief Financial Officer


"Member"
WESTCO COMMUNITY BUILDERS, INC.

By: /s/Britt Evans
       Britt Evans, CEO