AMENDMENT TO
                            EMPLOYMENT AGREEMENT AND
                               PURCHASE AGREEMENT


REFERENCE  IS  MADE to that certain Employment Agreement dated November 13, 1998
by  and  between  Diamond Key Homes, Inc., and Larison P. Clark (the "Employment
Agreement"),  and  that certain Stock and Membership Interest Purchase Agreement
dated  October  7,  1998  by  and  between  Diamond Key Homes, Inc., Diamond Key
Construction,  LLC,  Larison  P. Clark, Lisa Clark, and Saxton Incorporated (the
"Purchase Agreement"). Unless otherwise indicated, capitalized terms used herein
shall  have  the  same  meaning  ascribed  to  such  terms  on  the  agreements.

                                    RECITALS

A.     WHEREAS,  Executive  and the Company have agreed to terminate Executive's
       employment relationship, effective December  31,  1999  (the "Separation
       Date");

B.     WHEREAS,  Seller  has  agreed  to  finance, on terms set forth below, the
       Company's  payment  of  the  Deferred  Cash;

C.     WHEREAS,  the  Company  agrees  to  release Seller from certain potential
       claims under  the  Purchase  Agreement;  and

D.     WHEREAS,  the  Company  agrees  to  partially  release Executive from the
       constraints  of  the  non-compete  clause contained in the Employment
       Agreement.

     NOW  THEREFORE, in consideration of the foregoing, the Employment Agreement
     and  Purchase  Agreement  are  amended  as  follows:

                               TERMS OF AGREEMENT

1.     Section  2  of the Employment Agreement is hereby amended to reflect that
       the  "Period  of Employment"  shall  end  as  of  the  Separation  Date.

2.     Section  5(b)  of the Employment Agreement is amended to read as follows:

          (1) Executive agrees that during the Period of Employment, and for two
          years   following  the  end  of  such  Period  of  Employment  if  the
          termination of employment  results from (i)  Executive's  discharge by
          the Company for Cause; (ii) Executive's  written notice to the Company
          of his decision not to extend the Period of  Employment on any Renewal
          Date as provided in Section 1 hereof, or (iii) Executive's decision to
          terminate  this  Agreement  other  than "for good  reason"  within the
          meaning  of Section  4(d)  hereof,  he will not become a  stockholder,
          director,   officer,  employee  or  agent  of  or  consultant  to  any
          corporation  (other than an Affiliate),  or member of or consultant to
          any  partnership or other entity,  or engage in any business as a sole
          proprietor  or act as a consultant  to any such  entity,  or otherwise
          engage, directly or indirectly,  in any enterprise, in each case which
          uses the name  "Diamond Key" or a variant  thereof  and/or which is in
          the business of  production  homebuilding  within ninety (90) miles of
          any  location  in which  the  Company,  Saxton or any  Affiliate  does
          business or in which Executive has knowledge that the Company,  Saxton
          or any Affiliate has committed  (financially  or otherwise) to conduct
          business,  including  but not  limited to greater  Phoenix and Tucson,
          Arizona areas;


<PAGE>
          (2)  Notwithstanding  the  restrictions  set forth in Section  5(b)(1)
          above,  Executive may for himself or others conduct business as a land
          banker and develop and finance land for other production  homebuilders
          anywhere,  with the exception of the project  known as Gladden  Farms,
          located  in  Tucson,  Arizona,  in  which  Executive  may not  conduct
          business  as a land  banker and  develop  and  finance  Gladden  Farms
          without the express written approval of the Company and Saxton;

          (3)  Competition,  as used in this  Section 5(b) shall not include the
          ownership  (solely as an investor and without any other  participation
          in or contact with the  management  of the  business) of less than two
          percent  (2%) of the  outstanding  shares of stock of any  corporation
          engaged in any such business,  which shares are regularly  traded on a
          national securities exchange or in an over-the-counter market.

          (4) Executive  agrees that for two (2) years  following the Separation
          Date,  neither  Executive nor any person or  enterprise  controlled by
          Executive  will  solicit  for  employment  any person  employed by the
          Company, Saxton or any other Affiliate at, or at any time within three
          (3) months prior to, the time of the  solicitation,  without the prior
          written approval of Saxton.

          (5) If Executive  materially  breaches the  foregoing  covenant not to
          compete  and/or  non-solicitation,  the  Company  shall be entitled to
          liquidated damages of $1,000,000. Executive and the Company agree that
          actual damages for breach of this provision  would be substantial  but
          difficult  to calculate  and that such amount  represents a reasonable
          estimate thereof.

3.     Section  5(c)  of  the  Employment  Agreement is deleted in its entirety.

4.     Pursuant  to  Section  2.6(b)(ii)  of  the  Purchase Agreement, Buyer and
       Seller hereby agree that the remainder of the Deferred Cash is equal to
       the sum of Seven Hundred Thousand Dollars ($700,000.00) and shall be paid
       as follows:

                    January  3,  2000      $100,000.00
                    February  3,  2000     $125,000.00
                    March  3,  2000        $150,000.00
                    April  3,  2000        $175,000.00
                    May  3,  2000          $150,000.00  +  all  accrued interest


<PAGE>
     The  foregoing terms for payment of the Deferred Cash shall be memorialized
in  a  promissory  note  the  form  and  content of which shall be substantially
similar  to  Exhibit  A  (the  "Note"),  hereto.


5.     Buyer  and  the  Company hereby (i) release Seller and Clark from any and
all  liability  arising  from  or  related  to any of the items identified under
Sections  I, II and IV in the outline dated November 29,1999 attached hereto and
(ii)  agree  that  neither Buyer nor the Company shall be entitled to offset any
Losses  pursuant  to  Article 8 of the Purchase Agreement against amounts due to
Seller  and/or  Clark  in  connection  with  the  Note.

6.     Except as expressly amended hereby, the Employment Agreement and Purchase
Agreement  shall  remain  in  full  force  and  effect.


       IN WITNESS WHEREOF, the parties have executed this Amendment to the
Employment Agreement and Purchase Agreement as of this 6th day of December,
1999.


DIAMOND  KEY  HOMES,  INC.,                DIAMOND  KEY  CONSTRUCTION, LLC,
An  Arizona  corporation,                  An Arizona limited liability company,

                                           By: SAXTON  INCORPORATED,
By:  -------------------------------           a Nevada  corporation, managing
     James  C.  Saxton,  CEO                   member

                                           By:
                                              -------------------------------
                                              James  C.  Saxton,  President
-------------------------------
LARISON  P.  CLARK
                                           SAXTON  INCORPORATED,
                                           a  Nevada  corporation

-------------------------------            By:-------------------------------
LISA  CLARK                                   James  C.  Saxton,  President


<PAGE>
                                    EXHIBIT A
                                    ---------
                                 PROMISSORY NOTE

$700,000.00  U.S.                                            Las  Vegas,  Nevada
                                                             December  6,  1999

FOR  VALUE  RECEIVED,  SAXTON  INCORPORATED,  a  Nevada  corporation  ("Maker"),
promises  to  pay  to  LARISON  P. CLARK and LISA B. CLARK, husband and wife, or
order  (collectively  "Holder"),  the  principal  sum  of SEVEN HUNDRED THOUSAND
DOLLARS  ($700,000.00),  together  with interest thereon from the date hereof at
the  rate  of twelve percent (12%) per annum. This Note is given to evidence the
remaining  balance of the "Deferred Cash" due Holder under Section 2.6(b)(ii) of
that  certain  Stock  and  Membership  Interest  Purchase  Agreement dated as of
October  7,  1998 between Holder, Maker, Diamond Key Homes, Inc. and Diamond Key
Construction  LLC.

PAYMENTS. Commencing on January 3, 2000 and continuing on the third (3rd) day of
--------
the  next calendar month, Maker shall make monthly payments to the Holder in the
following  amounts:

     January  3,  2000     $100,000.00
     February  3,  2000    $125,000.00
     March  3,  2000       $150,000.00
     April  3,  2000       $175,000.00
     May  3,  2000         $150,000.00

All  remaining  unpaid interest accrued thereon shall be due and payable in full
on  May 3, 2000. Payments shall be made in lawful monies of the United States of
America  and  delivered  to  Holder  at  3013 E. Ocotillo Road, Phoenix, Arizona
85016,  or  such  other address as Holder may give Maker in writing from time to
time.  All  payments  shall  be  made  pursuant  to the attached procedures. All
payments  shall be applied first to any late charges accruing hereunder, then to
accrued  interest  and  finally  to  the  principal  balance  hereof.


<PAGE>
PREPAYMENT.  Maker  may prepay this Note in part or in full at any time, without
----------
premium  or  penalty.

DEFAULT.  Time  is  of  the  essence  hereof. If Maker fails to pay any sums due
-------
hereunder  within five (5) days after the same are due, the entire unpaid amount
of this Promissory Note shall immediately become due and payable. There shall be
added  to  said  delinquent sums a late charge equal to five percent (5%) of the
amount  due.  In  addition,  all  delinquent  sums hereunder (whether principal,
interest  and/or late charges) shall bear interest from the date due until fully
paid, at the rate of eighteen percent (18%) per annum, compounded monthly. Also,
upon  any non-payment or other default under this Note, provided said default is
not cured within five (5) days of Maker's receipt of written notice of the same,
all  provisions  and  restrictions  under  Section 5 of the employment agreement
dated as of November 13, 1998 by and between Diamond Key Homes, Inc. and Larison
P.  Clark  (the  "Employment Agreement") or any related restrictions pursuant to
the  Employment Agreement shall terminate effective upon Maker's failure to cure
as  provided  for  herein.

ENFORCEMENT. Maker hereby waives presentment, protest and notice of dishonor. In
-----------
the event Maker fails to pay any sums due hereunder as and when the same are due
and payable, Holder shall have the right, at its option and without limiting any
other  rights  and remedies available to Holder, to declare the entire principal
amount  hereof  and  any  interest  and  late  charges  accrued hereunder, to be
immediately  due  and payable in full. In the event of any action to enforce the
provisions  of  this  Note  or to collect any sums due hereunder, the prevailing
party  shall  be entitled to recover its costs and reasonable attorneys therein.

MISCELLANEOUS.  This  Note  shall  be  binding upon Maker and its successors and
-------------
assigns. This Note shall be governed by and controlled in accordance with the
laws of the State of Arizona without resort to conflict of law principals. Maker
hereby submits to the jurisdiction of the Federal Court or the State Superior
Court in Phoenix, Arizona, and hereby waives any right to assert the  defense of
inconvenient forum or venue in connection with any action therein commenced with
respect  to  this Note. The terms and provisions of this Note may not be amended
except  by  written  instrument  executed  by Maker and Holder. If any provision
hereof  is  declared  invalid  or  unenforceable  by  any  court  of  competent
jurisdiction, said determination shall not affect the validity or enforceability
of  the  remaining  provisions  hereof.


<PAGE>
MAKER:
-----

SAXTON INCORPORATED,
a Nevada corporation

By:
   -------------------------------
     James  C.  Saxton,  President


<PAGE>
                            Diamond Key/ Larry Clark
                                 $700,000 Issues
                                    11/29/99

1.     Undisclosed  Liabilities

     At this point I agree with Dan's summary showing LC owing $77,379.  This is
     subject to a final audit.

II.     Undisclosed  Assets/Income

     LC is trying to claim income from escrow income (escrow income not refunded
     to  potential  buyers  who  fell  out)  as well as  income  from a  summary
     judgement amounting to $114,282. There is no provision in the agreement for
     undisclosed assets/ income. The summary judgement is expected to be settled
     for the full amount this week.

     DK has found another  undisclosed  asset for $48,000 on an overpayment to a
     sub. That check is being cut this week.

III.     Warranty  Reserve

     At this point I agree with Dan's summary showing SI/DK owing $40,547.  This
     is subject to final audit.

IV.     Legal  Issues

     A.   Post  Office/  Val  Vista- DK still has not  collected  on the  shared
          development costs between these two groups.  Status is uncertain as to
          collection.  Estimated to be $125,000.  Talked to Dan: he says a check
          for $114,000  from the Post Office will be here before  12/31/99.  Val
          Vista has  offered  to settle at  $70,000,  DK has  countered  and Dan
          thinks they will end up at about  $85,000.  The total of $199,000 will
          exceed the book receivable.

     B.   Sales Tax Audit-  Unresolved,  yet I think we all agree this is a dumb
          case. Dan Garret owes me a call back concerning the status.

     C.   3 Lots at Sonaran  Vista- DH raised this issue this morning and I have
          not had a chance to research  it. Dan says they have not had a loss on
          any lots or specs to-date. DK still has a few lots left however.


     D.   Employment  Litigation- 4 cases totaling $70,000.  If anything is paid
          some of it will be ours, but some would be LC 's.

     E.   Professional  Fees  Audit-  Some of the fees  paid to date may be LC's
          costs not ours. This audit has not yet been done.

     F.   Strip Mining  Buy-Back  House- if this house pre dates our purchase
          of DK, it may be an adjustment item.