PURCHASE AGREEMENT
                               ------------------

     THIS  PURCHASE  AGREEMENT  (the "Agreement") is entered into as of the 12th
day  of  January,  2000,  by  and  between  VOA National Housing Corporation, a
Louisiana  not-for  profit  corporation  ("VOA National"), VOA Nevada Affordable
Housing  Corporation,  a  Nevada  not-for-profit  corporation,  VOA  Las  Vegas
Affordable  Housing  Corporation  I,  a  Nevada  not-for-profit corporation, VOA
Saratoga  Affordable Housing Corporation II, a Nevada not-for-profit corporation
("VOA  Saratoga"),  Saxton  Incorporated,  a Nevada corporation ("Saxton"), Lake
Tonopah,  Limited Partnership, a Nevada limited partnership ("Tonopah LP"), Lake
Tonopah, LLC, a Nevada limited liability company ("Tonopah LLC"), Saratoga Palms
North  II Limited Partnership, a Nevada limited partnership ("SPNII"), Northtown
Development,  Ltd.,  a  dissolved  California  limited  partnership,  and Nevada
Housing  Opportunities  LLC,  a  Nevada  limited  liability  company  ("NHO").



                                    RECITALS
                                    --------


     A.     WHEREAS  Tonopah  LP was established to acquire property and develop
said  property  into  the  Lake  Tonopah  Apartments,  to lease the Lake Tonopah
Apartments  and  to  perform  activities incidental or related to the foregoing,
including  management  and  operation of the Lake Tonopah Apartments. VOA Nevada
and  Tonopah  LLC  are  general  partners  of  Tonopah  LP;

     B.     WHEREAS  on  or  about  July  26,  1996, VOA National entered into a
property  management  agreement with Tonopah LP for VOA National's management of
Lake  Tonopah  Apartments  ("Tonopah  Management  Agreement");

     C.     WHEREAS Tonopah LP, Saxton, Tonopah LLC and VOA Nevada entered into
a Development Agreement, an Amended  and  Restated  Development  Agreement  and
Addendum to Development Agreement (collectively "Tonopah Development Agreement")
to  facilitate  the  Lake  Tonopah  Apartments;

     D.     WHEREAS  SPNII  was  established  to  acquire  property  and develop
Said  property  into  the  Saratoga Palms  North II  Apartments,  to  lease  the
Saratoga Palms North II Apartments  and  to  perform  activities  incidental  or
related to the foregoing,  including  management  and  operation of the Saratoga
Palms North II Apartments.  VOA  Saratoga  and  NHO  are  general  partners  of
SPNII;

     E.     WHEREAS  on  or about July 29, 1996,  VOA  National  entered  into a
property management  agreement  with  SPNII  for  VOA  National's  management of
Saratoga Palms North  II  Apartments  ("SPNII  Management  Agreement");

     F.     WHEREAS  SPNII,  SAXTON,  NHO  and  VOA  Saratoga  entered  into  a
Development  Agreement,  an  Amended  and  Restated  Development  Agreement and
Addendum   to   Development  Agreement  (collectively  the  "SPNII  Development
Agreement")  to facilitate  the  construction  of  the  Saratoga   Palms   North
II  Apartments.


     G.     WHEREAS  a  dispute  has  arisen and exists between the parties with
respect to  (1)  VOA  National's  right  to  manage  the Lake Tonopah Apartments
and the Saratoga Palms North II Apartments;  and  (2)  the  parties'  respective
rights under the  Development  Agreements.

     H.     WHEREAS  on or about June 5, 1998, VOA National filed a Complaint in
the  District  Court  of  Clark County, Nevada (the "Court") as Case No. A389300
(the  "Litigation")  to adjudicate the rights of the parties with respect to the
above  referenced  dispute;

NOW,  THEREFORE,  the  parties  here  by  agree  as  follows:

1.     No Admission of Liability:  None of the parties admits any liability, but
       -------------------------
rather enters in this agreement for the sole purpose of resolving their disputed
claims without the cost and expense of litigation.  All parties acknowledge that
they  are  represented  by  council  of  their  choosing.
2.     Recitals:  The  foregoing  Recitals  are  true  and  correct  and  are
incorporated  herein.

3.     Payment  of  Settlement  Funds:
       ------------------------------
a.     In  consideration  of the terms set forth herein, Saxton shall pay to VOA
National,  VOA  Nevada  and  VOA Saratoga (collectively, the "VOA Entities") the
consideration set forth below, hereby valued at One Million Three Hundred Twenty
Five  Thousand  Dollars ($1,325,000.00) (the "Settlement Amount"), which the VOA
Entities  may  distribute  among  themselves  in  the  manner  that they choose.
(1)     The  sum of One Hundred Twenty Five Thousand Dollars ($125,000.00) shall
be  paid  in  cash  upon  execution  of  this  Agreement;
(2)     The  sum  of One Hundred Thousand Dollars ($100,000.00) shall be paid in
cash  on  the  first  anniversary  date  of  the  execution  of  this Agreement;
(3)     The  sum  of One Hundred Thousand Dollars ($100,000.00) shall be paid in
cash  on  the  second  anniversary  date of the execution of this Agreement; and
(4)     Shares of common stock, par value $0.001 per share (the "Common Stock"),
of  Saxton  with an aggregate value of One Million Dollars ($1,000,000.00), with
such  shares to be valued at the average closing market price of Saxton's Common
Stock  on  the NASDAQ Stock Market (or in the absence of any trading on any such
day  the average of the closing bid and asked quotations) on each of last twenty
(20)  trading  days  immediately  preceding the date of this Agreement (the "VOA
Common  Stock").  The VOA Entities shall be entitled to registration rights with
regard  to  the  VOA  Common  Stock  as  set forth in Exhibit A attached hereto.



4.     Transfer  of  Partnership  Interests:  In consideration of receipt of the
       ------------------------------------
Settlement  Amount;
a.     VOA  Nevada  hereby  conveys, transfers and assigns all rights, title and
interest  to  any and all partnership interest it holds in Tonopah LP to Tonopah
LLC.
b.     VOA  Saratoga hereby conveys, transfers and assigns all rights, title and
interest  to  any  and  all  partnership  interest  it  holds  in SPNII and NHO.
5.     Termination of Contract Rights:  In consideration of the settlement terms
       ------------------------------
set  forth  herein:
a.     Tonopah  LP  and  VOA  National  hereby  agree  to  terminate the Tonopah
Management  Agreement  upon  execution  of this Agreement.  Each party agrees to
relinquish  and  waive  any and all rights it holds under the Tonopah Management
Agreement,  and  release  the  other  from  all  obligations  under  the Tonopah
Management  Agreement.
b.     Tonopah  LP, Saxton, Tonopah LLC and VOA Nevada hereby agree to terminate
the  Tonopah Development Agreement upon execution of this Agreement.  Each party
agrees  to  relinquish  and  waive any and all rights it holds under the Tonopah
Development  Agreement,  and  release  the  other from all obligations under the
Tonopah  Development  Agreement.
c.     SPNII  and  VOA  National  hereby agree to terminate the SPNII Management
Agreement upon execution of this Agreement.  Each party agrees to relinquish and
waive  any  and  all  rights  it holds under the SPNII Management Agreement, and
release  the  other  from  all obligations under the SPNII Management Agreement.
d.     SPNII,  Saxton,  NHO and VOA Saratoga hereby agree to terminate the SPNII
Development  Agreement  upon  execution of this Agreement.  Each party agrees to
relinquish  and  waive  any  and all rights it holds under the SPNII Development
Agreement,  and  release  the  other  from  all  obligations  under  the  SPNII
Development  Agreement.
6.     Release  and  Indemnification:
       -----------------------------
a.     Except  with  respect  to  obligations  created by or arising out of this
Agreement,  the  VOA  Parties  (including  VOA  Las  Vegas  Affordable  Housing
Corporation  I,  a  non-for-profit  corporation),  for  themselves and for their
respective  former  and  current  successors,  assigns,  affiliates,  agents,
attorneys,  representatives,  consultants,  partners,  officers,  directors,
shareholders,  employees  and  insurers  (the  "VOA Releasors"), and for each of
them,  hereby  remise, release, acquit and forever discharge Tonopah LP, Tonopah
LLC,  Saxton,  SPNII,  Northtown  Development,  Ltd., and NHO (collectively, the
"Saxton  Parties")  and their respective former and current successors, assigns,
affiliates,  agents,  attorneys, representatives, partners, officers, directors,
shareholders,  employees  and insurers and each of them, from any and all manner
of  actions,  suits,  liens,  debts,  dues,  damages,  claims (including without
limitation,  claims  under  contracts  or  other  agreements  of  any  kind),
liabilities, judgments, bonds, executions or demands (collectively, "Claims") of
whatever  nature,  kind  of description whatsoever, known and unknown, suspected
and  unsuspected,  disclosed  and  undisclosed,  fixed  and  contingent, whether
directly  of  by  way  of  indemnity,  contribution  or otherwise, which the VOA
Releasors  ever  had,  now have or hereafter can, shall or may have by reason of
any  matter,  cause of circumstance whatsoever arising or occurring prior to the
date  of this Agreement, including without limitation all Claims:  (1) that were
asserted  or could have been asserted in the Litigation; and (2) arise out of or
relate  in  any  way  to  the  Lake  Tonopah  Apartments, the Tonopah Management
Agreement,  the  Tonopah  Development  Agreement  the  Saratoga  Palms  North  I
Apartments,  the  Saratoga  Palms  North  II  Apartments,  the  SPNII Management
Agreement  or  the  SPNII  Development  Agreement.
b.     Except  with  respect  to  obligations  created by or arising out of this
Agreement,  the  Saxton  Parties, for themselves and for their respective former
and current successors, assigns, affiliates, agents, attorneys, representatives,
partners,  officers,  directors,  shareholders,  employees and insurers, and for
each  of  them,  hereby  remise,  release,  acquit and forever discharge the VOA
Parties  (including  VOA  Las  Vegas  Affordable  Housing  Corporation  I,  a
non-for-profit corporation), and their respective former and current successors,
assigns,  affiliates,  agents,  attorneys,  representatives, partners, officers,
directors,  shareholders,  employees and insurers and each of them, from any and
all  manner  of Claims of whatever nature, kind or description whatsoever, known
and  unknown,  suspected  and  unsuspected, disclosed and undisclosed, fixed and
contingent,  whether directly or by way of indemnity, contribution or otherwise,
which  the  Tonopah  Releasers ever had, now have or hereafter can, shall or may
have  by  reason  of  any  matter,  cause  or circumstance whatsoever arising or
occurring  prior to and including the date of this Agreement, including without,
limitation  all Claims (1) that were asserted or could have been asserted in the
Litigation;  and  (2)  arise  out  of  relate  in  any  way  to the Lake Tonopah
Apartments, the Tonopah Management Agreement, the Tonopah Development Agreement,
the  Saratoga  Palms North I Apartments, the Saratoga Palms North II Apartments,
the  SPNII  Management  Agreement  or  the  SPNII  Development  Agreement.
c.     It  is  the  intention of each of the parties to fully and finally settle
and  release  all Claims between them.  Each party hereby acknowledges that such
party  is  aware  that  such  party  may  later discover facts in addition to or
different  from  those  which  such  party now knows or believes to be true with
respect to the subject matter of this Agreement and that it is such the party's
intention, notwithstanding, to fully, finally and forever settle and release all
of  the  claims  released  by  this  Agreement,  known or unknown, suspected, or
unsuspected,  which  now  exist,  may  exist  or  previously existed between the
parties.  In furtherance of such intention, the releases given in this Agreement
shall  be  and  shall  remain  in  effect  as  full  and  completed  releases,
notwithstanding the discovery or existence of any such additional  or  different
facts.  The parties  further accept and assume the risk that such facts may turn
out to be  different  from  the  facts  now known or believed to be true by  the
parties and agree that the releases given in this Agreement shall remain in  all
respects effective and shall not be subject  to  termination  or  rescission  by
reason of any such  difference  in  fact.
7.     Dismissal  of  Litigation:  Concurrently  with  the  execution  of  this
       -------------------------
Agreement,  VOA  National,  Saxton,  Tonopah  LP,  SPNII and NHO shall execute a
stipulation  and  order  to  dismiss  the Litigation with prejudice.  Each party
shall  bear  its  own  attorney's  fees  and  costs  (the  "Stipulation").
Notwithstanding  the  foregoing, the parties hereby stipulate and agree that the
Court  shall  retain  jurisdiction  over  the  enforcement  of  this  Agreement.
8.     Additional  Documentation:  Cooperation:  Each  party  shall,  upon  the
       ---------------------------------------
request  of  the  other, execute, acknowledge and deliver to the other party any
instrument  that  may  be  required  in  order  to  carry  out the terms of this
Agreement.  Each  party  appears  to  cooperate  to effectuate the terms of this
Agreement and shall take all appropriate action necessary or useful in doing so.
9.     Representations  and  Warranties:
       --------------------------------
a.     The  parties  hereto  represent  and  warrant  that  they  have  read and
understood  this  Agreement  and  that  they are the parties legally entitled to
settle  and release every Claim herein referred to and to give a valid, full and
final  acquittance  therefor.
b.     Each  of  the  parties represents and warrants that it has full power and
authority  to  execute  this Agreement and that the Agreement, when executed and
delivered,  constitutes  its  valid  and  binding  agreement.
c.     Each of the signatories hereto represents and warrants that he or she has
been duly authorized to execute this Agreement on behalf of the party or parties
for  whom  she  or  he  signs.
d.     This  Agreement  contains  the entire agreement and understanding between
the  parties  concerning the subject matter thereof, and supersedes and replaces
all prior negotiations and agreements, written or oral.  No waiver, amendment or
modification of any of the provisions of this Agreement shall be of any force or
effect  unless  contained in writing signed by each of the parties hereto.  Each
party  hereto  acknowledges that no other party, and no agent or attorney of any
other  party,  has  made  any  promise,  representation  or warranty whatsoever,
express  or  implied, not contained in this Agreement to induce the execution of
such  document and each party  hereto  acknowledges  that  he, she or it has not
executed  any of these documents in reliance upon any promise, representation or
warranty  not  expressly  contained  therein.
e.     Each  party  hereto  represents  and  warrants that is has not heretofore
assigned  or  transferred,  or  purported  to  assign  or transfer, to any firm,
corporation,  entity  or person, any of the Claims herein released, and knows of
no third party that asserts or purports to have an interest in any such released
Claim.
f.     The  Saxton  Parties  represent  and warrant that all necessary approvals
(e.g.,  corporate,  governmental, lender, etc.) have been obtained to effectuate
the  intents  and  purposes  of  this  Agreement.
10.     Miscellaneous:
        -------------
a.     This  Agreement  is binding upon the parties' heirs, successors, assigns,
employees,  agents,  representatives,  or  anyone  claiming  by or through them.
b.     This  Agreement shall be governed by and construed in accordance with the
laws  of  Nevada.  Any  controversy  or  claim  arising from or relating to this
Agreement,  the  Lake  Tonopah Apartments, the Tonopah Management Agreement, the
Tonopah Development Agreement, the Saratoga Palms North II Apartments, the SPNII
Management  Agreement  or  the  SNPII Development Agreement shall be resolved by
the  Court, pursuant to the reservation of jurisdiction set forth in Section 7,
hereof.  To the extent the Court does not, or chooses not to retain jurisdiction
over  the aforementioned matters, any controversy or claim shall be resolved via
binding  arbitration  in  Clark County, Nevada, under the Commercial Arbitration
Rules  of  the  American  Arbitration Association.  Judgement on the arbitration
decision  or  award  may  be  entered  in  any  court  having jurisdiction.  The
prevailing  party  in  any  such  proceeding  shall  be  entitled to recover all
expenses,  including  reasonable  attorneys' fees and nontaxable costs, incurred
with  respect  thereto.
c.     Time  is  of  the  essence  for  this  Agreement.
d.     This  Agreement  has  been  negotiated  between the parties.  Any rule of
construction  regarding  construing  the  terms  or  language hereof against the
drafter  shall  have  no  bearing  or  effect.
e.     This Agreement may be executed in one or more counterparts, each of which
shall  be deemed an original, but all of which together shall constitute one and
the  same  instrument.  Telecopy  transmittals  ("faxes")  of this Agreement and
faxes  of  signatures  hereon,  respectively  shall be deemed originals thereof.
     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  first  set  forth  above.

VOA  NATIONAL:                                VOA  NEVADA:
-------------                                 -----------
VOA  National  Housing Corporation,          VOA Nevada Affordable Housing Inc.,
Louisiana  not-for-profit  corporation       a  Nevada  not-for-profit

By:  __________________________              By:  ____________________________
      Name:  Ron  Patterson                       Name:  Ron  Patterson
      Title:  Senior  Vice  President             Title:  Assistant Secretary


VOA  SARATOGA:                                SAXTON:
-------------                                 ------
VOA  Saratoga  Affordable  Housing            Saxton  Incorporated,  a  Nevada
Corporation II, a Nevada Not-for-profit       Corporation
corporation


By:  __________________________          By:  ____________________________
      Name:  Ron Patterson                     Name:  James C. Saxton, President
      Title:  Assistant  Secretary

TONOPAH  LP:                                  SPNII:
-------------                                 ------
Lake  Tonopah  Limited  Partnership, a        Saratoga Palms North II Limited
Nevada  limited  partnership                  Partnership,  a  Nevada  limited
                                              partnership


By: Lake Tonopah Limited Liability          By: Nevada Housing Opportunities LLC
    Company, a Nevada limited liability         a Nevada limited liability
    company,  its  general  partner             company, its general  partner

        By: Tonopah Manager, Inc., a  Nevada          By: Saxton, Incorporated,
            Corporation,  its  managing  member       a Nevada corporation, its
                                                      managing  member

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


TONOPAH  LLC:                              NHO:
------------                               ---
Lake  Tonopah  Limited  Liability          Nevada  Housing  Opportunities LLC, a
Company,  a  Nevada  limited liability     Nevada limited liability company
company

By:  Tonopah  Manager, Inc., a Nevada      By: Saxton Incorporated, a Nevada
      corporation,  its managing member        corporation, its managing member


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


VOA  Las  Vegas  Affordable  Housing          Northtown  Development,  Ltd.,  a
Corporation I, a Nevada not-for-profit        dissolved California limited
Corporation                                   partnership


By:  ___________________________          By:  ________________________________
      Name:  Ron  Patterson                     James C. Saxton, General Partner
      Title:  Assistant  Secretary

<PAGE>
                                    EXHIBIT A
                                    ---------

                               REGISTRATION RIGHTS
                               -------------------

(A)     In  connection with the registration of the VOA Common Stock pursuant to
Section  3(a)(4)  of  the  Settlement  Agreement,  Saxton  will:

(i)     Prepare  and  file with the Securities and Exchange Commission within 30
days  after  the date of the Settlement Agreement a registration statement under
the  Securities  Act  of 1933 (the "1933 Act") on an appropriate form under Rule
415  under  the 1933 Act or any similar rule that may be adopted by the SEC (the
"Registration  Statement"), with respect to the offer and sale of the VOA Common
Stock  by  the  VOA Entities from time to time in accordance with the methods of
distribution  elected  by  the  VOA  Entities and set forth in such Registration
Statement,  and  use  its  reasonable  best  efforts  to cause such Registration
Statement  to become effective for such period as may be reasonably necessary to
effect  the sale of the VOA Common Stock by the VOA Entities; provided, however,
that  Saxton  shall  not  be  obligated  to cause such registration statement to
become  or  remain  effective  past  the  second  anniversary of the date of the
Settlement  Agreement;  or such later date after which the VOA Entities shall be
able  to  sell  the  VOA Common Stock without the need to comply with paragraphs
(c), (e), (f),and (h) of Rule 144 under the 1933 Act; provided, further, that in
the  event  that  Saxton  proposes  to undertake an underwritten public offering
immediately  prior  to  the filing of or during the pendency of effectiveness of
such  registration  statement,  the  VOA  Entities  will be entitled to join the
underwritten  offering  with respect to all or a portion of the VOA Common Stock
requested by the VOA Entities to be included therein (subject to the approval of
the  managing underwriter, which may exclude such shares entirely or require pro
rata cut-back with other selling shareholders) and, to the extent they do not so
join  such  underwritten offering, the VOA Entities shall, if so required by the
underwriters,  execute  a  "lock-up" agreement with respect to the sale or other
disposition  of any VOA Common Stock not so included or permitted to be included
for  a  period commencing with the date of the initial offering of shares by the
underwriters  and ending 135 days thereafter.  The term "Registration Statement"
shall  include  any  amendments  and  supplements  thereto,  including  any
post-effective  amendments,  in  each  case  including  the Prospectus contained
therein,  all  exhibits  thereto  and  all  material  incorporated  by reference
therein.  The  term  "Prospectus"  shall  mean  a  prospectus  included  in  the
Registration  Statement  (including  a  prospectus  that  discloses  information
previously  omitted from a prospectus filed as part of an effective registration
statement  in  reliance  upon  Rule  430A  under  the  1933  Act)  as amended or
supplemented  by  any  prospectus  supplement,  with respect to the terms of the
offering  of  the  VOA  Common  Stock.

(ii)     prepare  and  file  with  the  Securities  and Exchange Commission such
amendments  to  such  registration  statement  and supplements to the Prospectus
contained  therein  as  may  be  necessary  to  keep such Registration Statement
effective  for  such  period  set  forth  herein;

(iii)     furnish  to  the  VOA Entities such reasonable number of copies of the
registration  statement, preliminary prospectus, final prospectus and such other
documents as such VOA Entities may reasonably request in order to facilitate the
public  offering  of  such  shares  of  VOA  Common  Stock  by the VOA Entities;

(iv)     promptly  take action necessary to (x) make the Registration Statement,
and  any  amendment  thereto, and any Prospectus forming a part thereof, and any
amendment  or supplement thereto (and each report or other document incorporated
therein  by  reference,  in  each case) comply in all material respects with the
1933  Act,  the  Securities  Exchange Act of 1934, as amended, and the rules and
regulations  thereunder,  (y) to correct any Registration Statement, which, when
it  becomes  effective, contains an untrue statement of a material fact or omits
to  state a material fact required to be stated therein or necessary to make the
statements  therein  not misleading, and (z) to correct any Prospectus forming a
part  of  any  Registration  Statement  which  includes an untrue statement of a
material  fact  or omits to state a material fact necessary in order to make the
statements,  in  light  of  the  circumstances  under  which they were made, not
misleading.

     Upon  the occurrence of any event contemplated in clauses (y) or (z) above,
such  actions  shall  include  preparing  a  post-effective  amendment  to  any
Registration  Statement  or any amendment or supplements to the Prospectus or to
file  any  other  document  necessary to cure such deficiency.  Saxton agrees to
promptly  notify the VOA Entities of the occurrence of any event contemplated in
clauses  (y)  or  (z)  above.

(v)     (1)  Advise  the  VOA  Entities,  promptly  after  it receives notice or
obtains  knowledge,  of (1) the issuance of any stop order by the Securities and
Exchange  Commission suspending the effectiveness of such Registration Statement
or  the  initiation  or  threatening  of any proceeding for that purpose, or (2)
suspension  of  the  qualification  of  any  VOA  common  stock  for sale in any
jurisdiction  or the initiation of any proceeding for such purpose, and promptly
use  its  reasonable  best efforts to prevent the issuance of any stop order, or
such  suspension,  and to obtain the withdrawal of such stop order or suspension
should  it  be  issued.

     Each VOA Entity, upon receipt of any notice from Saxton of the happening of
any  event  of  the  kind  described  in Section (A)(iv)(y) or (z), or (v), will
forthwith  discontinue  disposition of shares of VOA Common Stock until each VOA
Entity's  receipt  of  the  copies  of  the  supplemented  or amended prospectus
contemplated by Section (A)(iv) or until it is advised in writing by Saxton that
the  use  of  the  Prospectus  may  be  resumed  and  has received copies of any
additional  or  supplemental  filings which are incorporated by reference in the
Prospectus.  If  so  directed  by Saxton, each VOA Entity will deliver to Saxton
all  copies,  other  than  permanent  file  copies  then  in  each  VOA Entity's
possession,  of  the  Prospectus  required  to  be  supplemented  or  amended.

(B)     Notwithstanding  anything  to  the contrary herein, if at any time after
the  filing of a registration statement or after it is declared effective by the
Securities  and  Exchange  Commission, Saxton determines, in its reasonable good
faith  business  judgement, that such registration and the offering of shares of
VOA  Common  Stock  covered  by  such registration would adversely affect in any
material  way  any  financing,  acquisition,  corporate  reorganization or other
material  transaction or development involving Saxton or any of its subsidiaries
or  require  Saxton  to  disclose  material  matters that otherwise would not be
required  to  be  disclosed at such time and such disclosure of material matters
would  adversely  affect  Saxton  in a material way, then Saxton may require the
suspension  of the  distribution  of any share of (VOA Common Stock (a "Blackout
Period")  by  giving  notice to the VOA Entities; provided, however, that Saxton
shall  use  reasonable  efforts  to  cause all Blackout Periods hereunder not to
exceed  a  total  duration  of four (4) months in any 12-month period.  Any such
notice need not specify the reasons for such suspension if Saxton determines, in
its  reasonable  good  faith  business  judgement, that doing so would adversely
affect  in a material way such transaction or development or would result in the
disclosure  of material nonpublic information.  In the event that such notice is
given,  then  until Saxton has determined, in its reasonable good faith business
judgment,  that  such  registration  and distribution would no longer materially
interfere  with  the  matters  described in the preceding sentence and has given
notice  thereof  to  the  VOA  Entities,  Saxton's obligations hereunder will be
suspended.  Saxton  shall  extend  the  period  of  time  Saxton  is required to
maintain  effective  any registration statement required pursuant to clauses (i)
and  (ii)  hereof  by  a  length  of  time  equal to the aggregate length of the
Blackout  Periods.

(C)     Saxton's obligations to the VOA Entities will be conditioned on each VOA
Entity's  compliance  with  the  following:

(i)     Each  VOA  Entity  will  cooperate  with  Saxton  in connection with the
preparation  of the applicable registration statement, and for so long as Saxton
is obligated to keep such registration statement effective, each VOA Entity will
provide  to  Saxton, in writing in a timely manner, for use in such registration
statement  (and  expressly  identified  in  writing  as  such),  all information
regarding  each  VOA  Entity  and such other information as may be necessary and
required  by  applicable  law  to  enable  Saxton  to  prepare such registration
statement  and  the  related  prospectus  covering  the applicable shares of VOA
Common  Stock  and  to  maintain  the  currency  and  effectiveness  thereof;

(iii)     Each  VOA  Entity  will enter into such agreements with Saxton and any
broker-dealer  or  similar  securites  industry  professional  containing
representations,  warranties,  indemnities  and  agreements  as  are customarily
entered  into  and  made  by  a  seller  of  securities and seller's controlling
shareholders  with  respect  to  secondary.

(iv)     during  such time as any VOA Entity may be engaged in a distribution of
the  VOA  Common  Stock,  such  VOA Entity will comply with all applicable laws,
including  Regulation  M  promulgated under the Securities Exchange Act of 1934,
and,  to  the  extent  required  by such laws, will, among other things: (a) not
engage in any stabilization activity in connection with the securities of Saxton
in  contravention  of  such rules; (b) distribute the shares of VOA Common Stock
acquired  by  it  solely  in the manner described in the applicable registration
statement;  (c) if required by applicable law, rules or regulations, cause to be
furnished  to  each agent or broker-dealer to or through whom such shares may be
offered, or to the offeree if an offer is made directly by such VOA Entity, such
copies  of  the applicable prospectus (as amended and supplemented to such date)
and  documents  incorporated  by  reference  therein  as may be required by such
agent,  broker-dealer  or  offeree,  provided that Saxton shall provide such VOA
Entity  with  an  adequate  number  of  copies  thereof;  and (d) not bid for or
purchase  any  securities  of  Saxton;

(v)     on notice from Saxton of the happening of any of the events specified in
Section  (A)(iv)  or  (v), or that, as set forth in section (B), it requires the
suspension  by  the VOA Entities of the distribution of any of the shares of VOA
Common  Stock  owned  by  the  VOA  Entities,  then  the VOA Entities will cease
offering  or  distributing  the  shares  of  VOA  Common  Stock owned by the VOA
Entities  until  the offering and distribution of the shares of VOA Common Stock
owned by the VOA Entities may recommence in accordance with the terms hereof and
applicable  law;  and  the  VOA  Entities  shall  not  sell  more  than  10,000
shares, in  the aggregate, of VOA Common Stock during any one month pursuant to
any registration statement  provided  for  hereunder  or  otherwise.

(D)     Saxton  shall  pay all expenses incurred by Saxton in complying with the
obligations  hereunder.  Fees  and  disbursements of counsel and accountants for
the  VOA Entities, underwriting discounts and commissions and transfer taxes for
the  VOA  Entities  and any other expenses incurred by the VOA Entities shall be
borne  by  the  VOA  Entities.

(E)     The  registration rights granted to the VOA Entities pursuant hereto are
not  assignable.  Any  assignment  shall  be  null  and  void  ab  initio.

(F)     Each  VOA  Entity  acknowledges  that (i) it is an "accredited investor"
within  the  meaning  of Regulation D promulgated under the 1933 Act, (ii) it is
acquiring  the shares of VOA Common Stock for its own account, and (iii) that it
is  not acquiring the shares of VOA Common Stock with a view to any distribution
theory  within the meaning of the 1933 Act.  Accordingly, each VOA Entity agrees
that  it  will  not  offer  or  sell  shares  of VOA Common Stock other than (x)
pursuant  to  an  effective  registration  statement  under  the 1933 Act or (y)
pursuant  to  any  exemption from the registration requirements of the 1933 Act.

(G)     Each  VOA  Entity  acknowledges that the shares of VOA Common Stock have
not  been  and will not, except as provided herein, be registered under the 1933
Act.

(H)     Each VOA Entity acknowledges that shares of VOA Common Stock it acquires
hereunder  will  contain  customary  1933  Act  legends.

(I)     Indemnification
        ---------------

(i)     Indemnification  by  Company.  Saxton  agrees  to  indemnify  and  hold
        ----------------------------
harmless  each  holder  of  VOA Common Stock, any officer, director, employee or
agent  of  any  such holder and any person or entity who controls any such party
within  the  meaning  of  either Section 15 of the 1933 Act of Section 20 of the
Exchange Act (each, and "Indemnified Holder") from and against any and all loss,
claim,  damages,  liability  or  expense  (including  the  reasonable  costs  of
investigation  and  legal  expenses  ("Claims") arising out of or based upon any
untrue  statement  of  a  material  fact contained in any Registration Statement
(including  all material and documents incorporated therein by reference) or the
omission  or alleged omission therefrom of a material fact required to be stated
therein  or  necessary  to make the statements therein not misleading or arising
out  of  any  untrue  statement  or  alleged untrue statement of a material fact
contained  in  any Prospectus or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in light of the
circumstances  under  which they were made not misleading except insofar as such
untrue statement or alleged untrue statement or omission or alleged omission was
based upon information furnished in writing to Saxton by such Indemnified Holder
expressly  for  use  in the document containing such untrue statement or alleged
untrue  statement  or  omission  or  alleged  omission.

(ii)     Indemnification Procedures.  If any action or proceeding (including any
governmental  investigation  or inquiry) shall be brought or asserted against an
Indemnified Holder in respect of which indemnity may be sought from Saxton, such
Indemnified  Holder  shall  promptly  notify Saxton in writing, and Saxton shall
assume  the defense thereof, including the employment of counsel satisfactory to
such  Indemnified  Holder  and  the  payment  of  all  expenses.

     Such  Indemnified Holder shall have the right to employ separate counsel in
any  such  action  and  to  participate in the defense thereof, but the fees and
expenses  of  such  separate  counsel  shall  be the expense of such Indemnified
Holder  unless  (i) Saxton has agreed to pay such fees and expenses, (ii) Saxton
shall  have  failed  to  assume  the defense of such action or proceeding or has
failed  to  employ  counsel  satisfactory to such Indemnified Holder in any such
action or proceeding or (iii) the named parties to any such action or proceeding
(including  any  impleaded  parties)  include  both  such Indemnified Holder and
Saxton, and such Indemnified Holder shall have been advised by counsel that
there may  be one or more legal defenses available to such Indemnified Holder
that are different  from  or  additional  to  those  available  to  Saxton.

     If  such  Indemnified  Holder  notifies Saxton in writing that it elects to
employ  separate counsel at the expense of Saxton as permitted by the provisions
of  the preceding Section, Saxton shall not have the right to assume the defense
of  such  action  or  proceeding  on  behalf  of  such  Indemnified Holder.  The
foregoing  notwithstanding,  Saxton  shall not be liable for the reasonable fees
and  expenses  of  more than one separate firm of attorneys at any time for such
Indemnified  Holder  and  any  other  Indemnified  Holders  (which firm shall be
designated  in  writing  by such Indemnified Holders) in connection with any one
such  action  or  proceeding  or  separate  but substantially similar or related
actions  or proceedings in the same jurisdiction arising out of the same general
allegations  or  circumstances.

(iii)     Indemnification  by  Holder  of VOA Common Stock.  Each (holder of VOA
          ------------------------------------------------
Common  Stock)  agrees  to indemnify and hold harmless Saxton, its directors and
officers  and  each  Person,  if  any, who controls Saxton within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act to the
same extent as the foregoing indemnity from Saxton to such holder, but only with
respect  to  information  relating  to  such holder furnished in writing by such
holder  expressly  for  use  in  any  Registration  Statement,  Prospectus  or
preliminary  Prospectus.  In no event, however, shall the liability hereunder of
any  selling  holder  of VOA Common Stock be greater than the amount of proceeds
received  by  such  holder  upon  the  sale  of  the  VOA  Common  Stock.

     In  case  any  action  or proceeding shall be brought against Saxton or its
directors  or  officers  of  any  such  controlling  person, in respect of which
indemnity  may be sought against a holder of VOA Common Stock, such holder shall
have  the rights and duties given Saxton and Saxton or its directors or officers
or  such  controlling  person  shall  have  the  rights and duties given to each
Indemnified  Holder  by  Sections  I  (i)  and  I  (ii)  above.

(iv)     Contribution.  If  the  indemnification  provided for in this Section I
         ------------
(iv)  is  unavailable  to  an indemnified party under Section I (i) or Section I
(iii)  above  (other than by reason of exceptions provided in those sections) in
respect  of  any  Claims  referred  to  in  such  sections, then each applicable
indemnifying  party,  in  lieu  of  indemnifying  such  indemnified party, shall
contribute  to  the amount paid or payable by such indemnified party as a result
of  such  Claims  in  such  proportion as in appropriate to reflect the relative
fault  of  Saxton  on the one hand and of the Indemnified Holder on the other in
connection with the untrue statements or omissions which resulted in such Claims
as  well  as  any  other  relevant equitable considerations.  The amount paid or
payable  by  a party as a result of the Claims referred to above shall be deemed
to include, subject to the limitations set forth in Section I (ii), any legal or
other  fees  or  expenses  reasonably  incurred by such party in connection with
investigating  or  defending  any  action  or  claim.

     The  relative fault of Saxton on the one hand and of the Indemnified Holder
on  the  other  shall be determined by reference to, among other things, whether
the untrue statement or alleged untrue statement or omission or alleged omission
relates  to  information supplied by Saxton or by the Indemnified Holder and the
parties'  relative  intent,  knowledge, access to information and opportunity to
correct or prevent such untrue statement or alleged untrue statement or omission
or  alleged  omission.

     Saxton  and each holder of VOA Common Stock agree that it would not be just
and equitable if contribution pursuant to this Section I (iv) were determined by
pro  rata  allocation  or  by any other method of allocation which does not take
account  of  the  equitable  considerations  referred  to  above.

     No  person  guilty  of  fraudulent misrepresentation (within the meaning of
Section  11(f) of the Securities Act) shall be entitled to contribution from any
person  who  was  not  guilty  of  such  fraudulent  misrepresentation.