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                                                                EXHIBIT 10.16.5


                               FIRST AMENDMENT TO
                    AMENDED AND RESTATED EMPLOYMENT CONTRACT


                 THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT
CONTRACT is entered as of the 24th day of March 1997 by and between OASIS
RESIDENTIAL, INC., a Nevada corporation (the "Company") and ROBERT V. JONES
(the "Employee").

                 WHEREAS, the Company and the Employee have entered into an
Amended and Restated Employment Contract dated as of October 28, 1996 (the
"Employment Contract"); and

                 WHEREAS, the Company and the Employee desire to amend the
Employment Contract in the manner set forth herein;

                 NOW, THEREFORE, in consideration of the foregoing and of the
mutual agreements set forth herein and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
Company and the Employee agree as follows:

                 SECTION 1.  AMENDMENT OF SECTION 4.1 OF THE EMPLOYMENT
                             CONTRACT.

                 The first sentence of Section 4.1 of the Employment Contract
is hereby amended to read in full as follows:

                     "Employee shall serve as the Chief Executive Officer of
           the Company and shall serve as a member of the Board of Directors of
           the Company (subject to stockholder approval) and shall be the
           Chairman of the Board of Directors of the Company."

                 SECTION 2.  AMENDMENT OF SECTION 5.2.1 OF THE EMPLOYMENT
                             CONTRACT.

                 Section 5.2.1 of the Employment Contract is hereby amended to
read in full as follows:

                     "5.2.1  Amount.  In the event the Company terminates
           Employee's services hereunder pursuant to Section 5.1, Employee
           shall continue to render services pursuant hereto until the date of
           termination of employment and shall continue to receive
           compensation, as provided hereunder, through the termination date.
           In addition to other compensation payable to Employee for services
           rendered through the termination date, the Company shall pay
           Employee on the termination date, as a single severance payment, an
           amount (the "Severance Amount") equal to three times the sum of (i)
           Employee's current annual Base Compensation and (ii) the highest
           annual bonus paid or payable to Employee with respect to the three
           preceding fiscal years."
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                 SECTION 3.  AMENDMENT OF SECTION 5.2.4 OF THE EMPLOYMENT
                             CONTRACT.

                 Section 5.2.4 of the Employment Contract is hereby amended to
read in full as follows:

                     "5.2.4  Notwithstanding anything contained in any stock
           option agreement pursuant to which stock options may have been
           granted or may in the future be granted to Employee, all stock
           options held by Employee and not otherwise exercisable at the time
           of termination of the employment of Employee under Section 5.1
           shall, immediately upon such termination, become exercisable in full
           and Employee shall have the right to exercise such stock options, as
           well as all other stock options held by Employee at the time of such
           termination, at any time during the period ending on the 10th
           anniversary of the respective date of grant of the option."

                 SECTION 4.  AMENDMENT OF SECTION 5.6 OF THE EMPLOYMENT
                             CONTRACT.

                 Section 5.6 of the Employment Contract is hereby amended to
read in full as follows:

                     "5.6  Exercise of Options.  In the event the Company
           terminates this Contract for cause pursuant to Section 5.3, or
           Employee voluntarily terminates this Contract pursuant to Section
           5.5, then, subject to the provisions of Section 5.7 of this
           Contract, Employee shall be entitled to exercise those stock options
           held by Employee on the date of termination, but only during the
           90-day period following the date of termination and only if and to
           the extent the options are exercisable by their express terms on the
           date of termination.  Any options so exercisable which are not
           exercised during the foregoing 90-day period shall be canceled
           automatically upon expiration of the 90-day period."

                 SECTION 5.  AMENDMENT OF SECTION 5.7 OF THE EMPLOYMENT
                             CONTRACT.

                 Section 5.7 of the Employment Contract is hereby amended to
read in full as follows:

                     "5.7  Change Control.  In the event the Employee
           terminates his employment under this Contract within two years
           following a Change in Control of the Company (as defined below), or
           in the event Employee's employment is terminated by the Company
           within one year after a Change in Control of the Company, (i) the
           Employee shall continue to render services under this Contract until
           the date of termination and shall continue to receive compensation,
           as provided in this Agreement, through the termination date, and
           (ii) in addition to any other compensation payable to Employee for
           services through the termination date, Employee shall have the same
           rights, including, without limitation, the right to receive the
           Severance Amount, as Employee would have had if the Company had
           terminated his employment pursuant to Section 5.1


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           hereof.  For purposes of this Contract, a "Change in Control of the
           Company" shall mean the occurrence of any of the following:

                                  "(i)  a report on Schedule 13D shall be filed
                 with the Securities and Exchange Commission pursuant to
                 Section 13(d) of the Securities Exchange Act of 1934 (the
                 "Act") disclosing that any Person (within the meaning of
                 Section 13(d) of the Act) ("Person"), other than the Company
                 or a subsidiary of the Company or any employee benefit plan
                 sponsored by the Company or a subsidiary of the Company, is
                 the beneficial owner (within the meaning of Rule 13d-3 under
                 the Act) ("Beneficial Owner") directly or indirectly of twenty
                 percent or more of any voting securities of the Company
                 ("Voting Securities");

                                  "(ii) any Person, other than the Company or a
                 subsidiary of the Company or any employee benefit plan
                 sponsored by the Company or a subsidiary of the Company, shall
                 purchase Voting Securities of the Company pursuant to a tender
                 offer or exchange offer to acquire any Voting Securities of
                 the Company (or securities convertible into Voting Securities)
                 for cash, securities or any other consideration, provided that
                 after consummation of the offer, the Person in question is the
                 Beneficial Owner, directly or indirectly, or fifteen percent
                 or more of the outstanding Voting Securities of the Company
                 (calculated as provided in paragraph (d) of Rule 13d-3 under
                 the Act in the case of rights to acquire Voting Securities);

                                  "(iii) the stockholders of the Company shall
                 approve any merger, consolidation or reorganization involving
                 the Company, unless the merger, consolidation or
                 reorganization is a "Non-Control Transaction" as defined
                 below; or

                                  "(iv) the individuals who, as of the date of
                 this Contract, are members of the Board of Directors of the
                 Company (the "Incumbent Board") cease for any reason to
                 constitute at least two-thirds of the members of the Board,
                 provided, however, that if the election, or the nomination for
                 election by the Company's stockholders, of any new director
                 was approved by a vote of at least two-thirds of the Incumbent
                 Board, such new director shall, for purposes of this Contract,
                 be considered to be a member of the Incumbent Board, provided
                 further, that no individual shall be considered a member of
                 the Incumbent Board if the individual initially assumed office
                 as a result of either an actual or threatened  "Election
                 Contest" (as described in Rule 14a-11 under the Act) or other
                 actual or threatened solicitation of proxies or consents by or
                 on behalf of a person other than the Board of Directors of the
                 Company (a "Proxy Contest") including by reason of any
                 agreement intended to avoid or settle any Election Contest or
                 Proxy Contest.





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                                  "(v) a complete liquidation of dissolution of
                 the Company; or

                                  "(vi) the Company shall enter into an
                 agreement for the sale or other disposition of all or
                 substantially all of the assets of the Company to any Person
                 (other than a transfer to any subsidiary of the Company).  For
                 purposes of this Contract, the term "Non-Control Transaction"
                 shall mean a merger, consolidation or reorganization of the
                 Company where:

                                  "(A) the stockholders of the Company,
                 immediately before the merger, consolidation or
                 reorganization, own directly or indirectly immediately
                 following the merger, consolidation or reorganization, at
                 least seventy percent of the combined voting power of the
                 outstanding voting securities of the corporation resulting
                 from the merger, consolidation or reorganization (the
                 "Surviving Corporation") in substantially the same proportion
                 as their ownership of the Voting Securities immediately before
                 the merger, consolidation or reorganization, and

                                  "(B) the individuals who were members of the
                 Incumbent Board immediately prior to the execution of the
                 agreement providing for the merger, consolidation or
                 reorganization constitute at least two-thirds of the members
                 of the board of directors of the Surviving Corporation , or a
                 corporation Beneficially Owning, directly or indirectly, a
                 majority of the Voting Securities of the Surviving
                 Corporation, and

                                  "(C) no Person other than (1) the Company,
                 (2) any subsidiary of the Company, (3) any employee benefit
                 plan of the Company (or trust forming a part of such a plan)
                 maintained by the Company, the surviving Corporation or any
                 subsidiary of the Company, or (4) any Person who, immediately
                 prior to the merger, consolidation or reorganization had
                 Beneficial Ownership of thirty percent or more of the then
                 outstanding Voting Securities, has Beneficial Ownership of
                 thirty percent or more of the Surviving Corporation's
                 outstanding voting securities.

                                  "Notwithstanding the foregoing, a Change in
                 Control shall not be deemed to occur solely because any Person
                 (the "Subject Person") acquired Beneficial Ownership of more
                 than the permitted amount of the then outstanding Voting
                 Securities as a result of the acquisition of Voting Securities
                 by the Company which, by reducing the number of Voting
                 Securities then outstanding, increases the proportional number
                 of shares beneficially owned by the Subject Person, provided
                 that if a Change in Control would occur (but for the operation
                 of this sentence) as a result of the acquisition of Voting
                 Securities by the Company, and after such share acquisition by
                 the Company, the Subject Person becomes the Beneficial Owner
                 of any additional Voting Securities which increases the
                 percentage





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                 of the then outstanding Voting Securities Beneficially Owned
                 by the Subject Person, then a Change in Control shall occur."

                 SECTION 6.  AMENDMENT OF SECTION 9 OF THE EMPLOYMENT CONTRACT.

                 Section 9 of the Employment Contract is hereby amended by
deleting the phrase "outside the Company" which appears in the first sentence
of Section 9.  Section 9 of the Employment Contract is hereby further amended
by adding the following immediately prior to the sentence in Section 9 that
reads "Nothing herein shall relieve or limit Employee's obligation to comply
with Sections 6, 7 and 8 above":

                 "In furtherance of the foregoing and during the one year
                 period following the date of termination, Employee shall not
                 solicit or attempt to divert, take away or call on, directly
                 or indirectly, for himself or for any other person or entity,
                 any customers or potential customers of the Company or,
                 directly or indirectly or by action in concert with others,
                 influence or induce or seek to influence or induce, any
                 employee, agent, independent contractor or other business
                 affiliate of the Company to terminate its, his or her
                 relationship with the Company; for purposes of the foregoing,
                 potential customers shall include those persons or entities
                 which the Company or management of the Company has or may have
                 any reasonable basis to believe may in the future become
                 customers of the Company."

                 Section 9 of the Employment Contract is hereby further amended
by amending the sentence that reads "The restrictions set forth in this Section
shall not apply if Employee is terminated pursuant to Section 5.1 above" to
read in full as follows:

                 "The restrictions set forth in this Section shall not apply if
                 the employment of Employee is terminated by the Company
                 pursuant to Section 5.1 above or within two years following a
                 Change in Control of the Company or Employee terminates his
                 employment within two years following a Change in Control of
                 the Company."


                                                   (continued on following page)





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                 SECTION 7.  CONTINUED EFFECTIVENESS OF THE EMPLOYMENT
                             CONTRACT.

                 Except as amended herein, the Employment Contract is hereby
ratified and confirmed and shall continue in full force and effect.

                 IN WITNESS WHEREOF, the parties have executed this First
Amendment to Amended and Restated Employment Contract as of the day and year
first above written.

                                         OASIS RESIDENTIAL, INC.


                                         By:
                                              ---------------------------------
                                              Scott S. Ingraham
                                              President


                                          By:
                                              ---------------------------------
                                              ROBERT V. JONES





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