<PAGE>

                                                                    EXHIBIT 10.3

                                    LAND FORM
                      REAL ESTATE PURCHASE & SALE AGREEMENT
          THIS CONTRACT CONTROLS THE TERMS OF THE SALE OF REAL PROPERTY
                     (Please read carefully before signing)


                                                                       No.  9258

          VANCOUVER , Washington ___________________, 1996

Received from  SCHULER HOMES, INC.  (Buyer) the sum of $ 50,000 in the form of
cash of $ ___________, checks for $ 50,000, note for $ ____________, which a has
been deposited with / / Selling Broker (Broker shall deposit any earnest money
check only after mutual acceptance),  /X/ or SEE ADDENDUM as earnest money and
as a credit to Buyer on the closing of the following described real estate,
which Buyer agrees to buy and Seller agrees to sell, located in CLARK, County,
Washington, commonly known as  SEE EXHIBIT X ATTACHED AND  ADDENDUM.  (Buyer and
Seller authorize Broker(s) to insert, correct or attach the above legal
description prior to the date of closing.)

1. PURCHASE PRICE: The total price is   THREE MILLION AND FOURTEEN THOUSAND AND
NO/100 Dollars ($ 3,014,000.00), payable as follows:

TEN THOUSAND DOLLARS OF THE ABOVE-REFERENCED EARNEST MONEY DEPOSIT SHALL BE
PLACED INTO ESCROW TO BE CREATED HEREUNDER WITHIN SEVEN (7) DAYS OF MUTUAL
ACCEPTANCE HEREIN, ADDITIONAL TERMS OF SALE, AND THE PAYMENT OF THE BALANCE OF
THE EARNEST MONEY AND THE PURCHASE PRICE, SHALL BE SET FORTH IN THE ADDENDUM
ATTACHED HERETO AND BY THIS REFERENCE MADE A PART OF THIS AGREEMENT.

2.   BUYER'S REPRESENTATION: Buyer represents that Buyer has sufficient funds
available to close this sale in accordance with this Agreement, and is not
relying on any contingent source of funds unless otherwise set forth in this
Agreement.  Contingencies and continuing Marketing Addendum, if required, are
attached / /.

3.   TITLE: Unless otherwise specified in this Agreement, title to the property
shall be marketable at closing.  Rights, reservations, covenants, conditions and
restrictions, presently of record, easements and encroachments, not materially
affecting the value of the property or unduly interfering with Buyer's intended
use of the property, shall not cause the title to be considered unmarketable.
Buyer shall conclusively be deemed to have accepted the condition of the title
unless Listing Broker receives notice of Buyer's objections within 10 days
(7 days if not filled in) after the preliminary commitment for title insurance
is received by or made available to Buyer.  Encumbrances to be discharged by
Seller shall be paid by Seller on or before closing.

4.   TITLE INSURANCE: Seller authorizes closing agent, at Seller's expense, to
apply for a standard form owner's policy of title insurance, to be issued by
CHICAGO TITLE Title Insurance Company.  The title policy shall contain no
exceptions other than those contained in said standard form and those not
inconsistent with this Agreement. If title is not so insurable and cannot be
made so  insurable prior to closing, Buyer may elect either to waive such
encumbrances or defects, or to terminate this Agreement and receive a refund of
the earnest money.  Buyer acknowledges that a standard form of title insurance
does not insure the location of boundaries and that an extended form of
insurance is available at additional costs to Buyer.

5.   CONVEYANCE: (a) If this Agreement provides for conveying fee title, title
shall be conveyed by statutory warranty deed free of encumbrances and defects
except those included in this Agreement or otherwise acceptable to Buyer.  (b)
If this Agreement provides for a sale by a real estate contract, Seller and
Buyer agree to execute a real estate contract for the balance of the purchase
price on Real Estate Contract form / / LPB-44 / / LPB-45 / / Other.  A copy of
the contract from is attached and made a part of this Agreement.  Title shall be
conveyed by statutory warranty fulfillment deed upon payment in full.  (c) If
the property is subject to an existing contract, mortgage, deed of trust or
other encumbrance which Seller is to continue to pay, Seller agrees to continue
to pay in accordance with the terms of that agreement.  If Seller should default
under any of the terms of that agreement, Buyer shall have the right to make any
payments necessary to remove the default.  Any payment so made, shall be applied
to the payments next falling due on the contract between Seller and Buyer.  (d)
If this Agreement provides for the sale and transfer of vendee's interest under
an existing real estate contract, Seller shall covey Seller's interest by an
assignment of contract and deed sufficient in form to convey after acquired
title.


<PAGE>

6.   OTHER ITEMS: The following items are included at no additional cost: SEE
ADDENDUM. The following items are not included:  Crops / / are  / / are not
included in the sale.

7.   UTILITIES: Seller represents to the best of Sellers' knowledge that the
property is served by the following: /X/ public/community/private water system,
/ / irrigation system /X/ public sewer, / / septic system, / / other.  Seller
further represents to the best of Seller's knowledge that (1) the sewage system
serving the property is in apparent working order, (2) the Seller has no
knowledge of any needed repairs for the sewage system, (3) the sewage system
will be in good working order at the time of closing, (4) during the Seller's
term of ownership the private well serving the property has provided an adequate
supply of household water meeting the State Department of Social and Health
Services purity standards, if required, and (5) continued use of the well is
authorized by a governmental permit or other established and existing water
right, if required.  In addition to the above, there is available to the
property line: /X/ gas mains, /X/ electricity, /X/ telephone, /X/ cable tv,
/ / irrigation system.  Shares in electric and/or water companies or
associations, if any, / / are / / not included in this sale.

8.   PROPERTY CONDITION: Seller represents to the best of Seller's knowledge
that Seller is not aware of any material facts adversely affecting the property,
except NONE

9.   CLOSING: This sale shall be closed within ten (10) days after satisfaction
or waiver of all contingencies, but in any event not sooner than _________,
19__, nor later than SEE ADDENDUM, 19__, by / / a qualified closing agent of
Buyer's choice or / / ______________.  "Closing" means the date on which all
documents are recorded and the sale proceeds are available for disbursement to
Seller.  Buyer and Seller shall deposit with closing agent all documents and
monies required to complete this sale in accordance with this agreement.

SELLER (       JEC        )   (    GC    )        BUYER (   AW    )   (     )
       -----------------------------------              ---------------------
                    Please initial                          Please initial


<PAGE>

LAND FORM                                                                No.9258

10.  CLOSING COSTS AND PRORATIONS: Seller and Buyer shall each pay customary
escrow fees.  Seller shall pay real estate excise tax.  Taxes for the current
year, homeowner's association dues, rent, interest, and water and other utility
charges constituting liens shall be prorated as of closing.

11.  POSSESSION:  Buyer shall be entitled to possession: /X/ on closing; within
_____ calendar days after closing; and Seller agrees to pay Buyer $ ____________
for each day of possession beyond closing: / / other _____________.
Broker is not responsible for the collection of rent.

12.  ASSIGNMENT:  Buyer's rights under this Agreement may not be assigned by
Buyer without Seller's prior written consent, which consent shall not be
unreasonably withheld.

13.  AGENCY DISCLOSURE:  At the signing of this Agreement the Selling Agent JIM
SCHLATTER/STAN WILEY, INC. (insert name of selling licensee and the company name
as licensed) represented the BUYER  (insert Seller, Buyer, or both Seller and
Buyer).  The Listing Agent JIM SCHLATTER/STAN WILEY, INC.  (insert name of
listing licensee and company  name as licensed) represented the SELLER
(insert Seller, or both Seller and Buyer).  Each party  signing this Agreement
confirms that prior oral and/or written disclosure of agency was provided to
him/her in this transaction.

14.  BUYER'S USE OF PROPERTY:  Notwithstanding any provisions to the contrary
contained in this Agreement or addenda, the Seller and the agents make no
representation, expressed or implied, regarding the suitability of the property
for development or future use due to changes in government regulations.  Buyer
has made full and complete study of the property to Buyer's sole satisfaction
and accepts the property as is.

15.  FACSIMILE TRANSMISSION: Facsimile transmission of any signed original
document and retransmission of any signed facsimile transmission shall be the
same a transmission of an original document.  At the request of either party or
the Closing Agent, the parties will confirm facsimile transmitted signatures by
signing an original document.

16.  NON-MERGER: The terms of this Agreement shall not merge in but shall
survive closing of this transaction.

17.  FIRPTA COMPLIANCE: This sale may be subject to the withholding and
reporting requirements of the Foreign Investment in Real Property Tax Act
(FIRPTA), unless Seller furnishes to Buyer an affidavit of non-foreign status.
Seller and Buyer agree to comply with FIRPTA, if applicable.  Seller /X/ is / /
is not a U.S. Citizen.  Buyer / /  is / / is not a U.S. Citizen.

18.  NOTICES: Unless otherwise specified in this Agreement, any and all notices
required to be given under this Agreement must be given in writing.  Notices to
Seller must be signed by at least one Buyer and shall be deemed to be given when
actually received by or at the residence of Seller, or by or at the office of
the Listing Broker.  Notices to Buyer must be signed by at least one Seller and
shall be deemed to be given when actually received by or at the residence of
Buyer, or by or at the office of Selling Broker.  Both parties must keep Brokers
advised of their whereabouts.  Brokers have no responsibility for notices beyond
calling the party or delivering the notice to the party's last known address.

19.  COMPUTATION OF TIME: Unless otherwise expressly specified herein, any
period of time specified in this Agreement shall expire at 9:00 p.m. of the last
calendar day of the specified period of time, unless the last day is Saturday,
Sunday, or a legal holiday, as prescribed in RCW 1.16.050, in which event the
specified period of time shall expire at 9:00 p.m. of the next business day.
Any specified period of seven (7) days or less shall include business days only.

20.  DEFAULT/TERMINATION: If this Agreement is terminated for any reason, any
costs authorized under this Agreement to be advanced from the earnest money
deposit shall be deducted before the remaining earnest money is refunded to
Buyer or forfeited to Seller.  If a dispute should arise regarding the
disbursement of any earnest money, the party holding the earnest money may
interplead the funds into court.  Furthermore, if either Buyer or Seller
defaults, the non-defaulting party may seek specific performance or damages, and
the Seller may, under some circumstances retain the earnest money as liquidated
damages.  However, the Seller's remedy shall be limited as follows if the
paragraph below has been initialed by  both parties:

          In the event the Buyer fails, without legal excuse, to complete the
          purchase of the Property, the earnest money deposit made by the Buyer
          shall be forfeited to the Seller as the sole and exclusive remedy
          available to the Seller for such failure.  Furthermore, if the earnest
          money deposited exceeds five percent (5%) of the sale price, Seller
          may retain as liquidated damages and as Seller's sole remedy earnest
          money equaling only 5% of the purchase price; any additional earnest
          money may be refunded to Buyer.  Buyer ______  ______  Seller _____
          ______

If the earnest money is forfeited as liquidated damages, said money shall be
divided equally between Seller and Broker(s), not to exceed the agreed
commission.


<PAGE>

21.  GENERAL PROVISIONS: Time is of the essence.  There are no verbal agreements
which modify this Agreement.  This Agreement constitutes the full understanding
between Seller and Buyer.  Buyer has personally observed the property and has
reached Buyer's own conclusion as to the adequacy and acceptability of the
property based upon such personal inspection.  Unless otherwise expressly
specified herein, square footage, dimensions, and/or boundaries used in
marketing the property are understood to be approximations and are not intended
to be relied upon to determine the fitness or value of the property.

22.  LEGAL AND TAX IMPLICATIONS: This Agreement affects your legal rights and
obligations and will have tax implications.  Agents are not permitted to give
legal advice or tax advice.  If you have any questions regarding this Agreement
and the addendums, attachments, or other related documents, you should consult
an attorney or tax advisor.  Further, if a dispute arises regarding this
transaction, the prevailing party(ies) (i.e. Buyer, Seller, or Broker) shall
recover costs and reasonable attorney's fees, including those for appeals.

23.  OFFER TO PURCHASE: Buyer offers to purchase the property in its present "as
is" condition, on the above terms and conditions.  Seller shall have until 9:00
p.m. on ___________, 19__  to accept this offer, unless sooner withdrawn.
Acceptance by Seller shall not be effective until a signed copy hereof is
actually received by or at the office of the Selling Broker.  If this offer is
not so accepted, it shall lapse and the earnest money shall be refunded to
Buyer.

     STAN WILEY, INC.                            SCHULER HOMES, INC.
---------------------------------          -------------------------------------
SELLING BROKER                             BUYER

     /s/ Jim Schlatter                        /s/ by Allen West, V.P. & Gen Mgr.
---------------------------------          -------------------------------------
By  (Signature)                            BUYER   Jim Schuler, President

 828 Fort Street Mall - 4th Floor, Honolulu, Hawaii 96813
--------------------------------------------------------------------------------
Buyer's Address          (City, State, Zip)            Buyer's Phone (Home/Work)

24.  ACCEPTANCE OR COUNTEROFFER: On this date, SEPTEMBER __, 1996, Seller
agrees to sell the property on the terms and conditions set forth in this
Agreement and further agrees to pay a commission according to the terms of the
listing agreement.  If the selling Broker is not the Listing Broker, the Seller
agrees to pay the selling Broker 4% of the purchase price or $3,014,000, and
the remainder of the commission under the terms of the listing agreement shall
be paid to the Listing Broker.  Seller assigns to Broker(s) a portion of the
sales proceeds equal to the commission, and irrevocably authorizes and instructs
the closing agent to disburse the commission directly to Broker(s) at closing.
Seller acknowledges receipt of a copy of this Agreement signed by  both parties.
If Seller has made a counteroffer hereon or attached hereto, Buyer shall have
until 5:00 p.m. on SEPTEMBER 20, 1996, to accept the counteroffer, unless
sooner withdrawn.  Acceptance shall not be effective until signed copy hereof is
actually received by or at the office of Listing Broker.  If the counteroffer is
not accepted, it shall lapse and the earnest money shall be refunded to Buyer.


     STAN WILEY, INC. REAL ESTATE             COOP FAMILY LIMITED PARTNERSHIP
---------------------------------          -------------------------------------
LISTING BROKER                             SELLER

     /s/ Jim Schlatter                        /s/ John E. Coop, Jr.      9/19/96
---------------------------------          -------------------------------------
By  (Signature)                            SELLER

                                              /s/ Gordon M. Coop         9/19/96
---------------------------------          -------------------------------------
Listing Number                             Seller's Name Printed

8812 NE 11 Street Vancouver, WA    98664
--------------------------------------------------------------------------------
Seller's Address              (City, State Zip)       Seller's Phone (Home/Work)

25.  RECEIPT: On this date: SEPTEMBER 20, 1996, Buyer acknowledges receipt or a
copy of this Agreement signed by both parties.  If Seller has made a
counteroffer, Buyer accepts the Counteroffer.

                                              /s/ Allen West  V.P. & Gen Mgr.
---------------------------------          -------------------------------------
                                           Buyer  SCHULER HOMES, INC.


<PAGE>

                                                              EXHIBIT 10.3

                                                              September 18, 1996


                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER


1.   TERMS OF SALE:

     A.   PRICE:

          The purchase price for the 25 finished single family lots in the
Village at Cedar Ridge Subdivision and the additional 90 unfinished and unbuilt
single family lots shall be Three Million Fourteen Thousand Dollars
($3,014,000). $984,000 of the purchase price is attributable to the 25 finished
lots, and $2,030,000 of the purchase price is attributable to the 90 unfinished
lots.  The property of the 90 unfinished lots will also include the property
depicted in Exhibit ZZZ.

     B.   CLOSINGS:

          The property will be conveyed in two closings.  The "First Closing"
shall include the conveyance of the 25 finished lots in Phase I and Phase IA for
$984,000 in cash.  The "Second Closing" shall include the conveyance of the 90
unfinished lots in Phase II for $2,030,000 in cash.

     C.   EARNEST MONEY/DOWN PAYMENT:

          The cash earnest money deposit shall be $50,000, with $10,000 to be
deposited within 7 days of mutual execution of this Agreement.  The remaining
$40,000 shall be deposited on or before the completion of the 30-day feasibility
period.

          The entire $50,000 earnest money deposit shall become nonrefundable to
Buyer upon completion of the 30-day feasibility period.   One-half of the
earnest money deposit shall apply to the purchase price paid at the First
Closing and the remaining one half shall apply to the purchase price paid at the
Second Closing.  Each one-half of the earnest money shall be disbursed to Seller
at the respective closing, or such earlier date after the feasibility period
that Buyer is in default or fails to close.  All earnest money will be deposited
in an interest bearing account with Chicago Title Insurance Company.  Interest
on earnest money shall accrue from the date of


<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

deposit for the benefit of Buyer  through the end of the Feasibility Period, and
thereafter for the benefit of the Seller.

2.   FEASIBILITY STUDY:

     This Real Estate Purchase and Sale Agreement, the contract resulting from
the Seller's acceptance hereof, and the closing of the escrow to be created
thereunder, are expressly contingent upon the following:

     Within 30 days of execution hereof by both Buyer and Seller, Buyer shall
complete a feasibility study for developing the property.  The study shall
include a complete review of the property and the proposed project thereon.
Buyer's decision to continue or to terminate this Agreement shall be final and
entirely within Buyer's sole discretion.  Buyer's election to continue this
Agreement must be in writing, accompanied by the check for the remaining $40,000
of earnest money, delivered to Chicago Title, Cascade Park Office on or before
the expiration of the 30-day feasibility period and deposited in the interest
bearing account described in Section 1, above.  Should Buyer not approve the
Feasibility Study within the time frames stipulated herein, then Buyer shall
have the right to void the transaction by giving written notice of termination
to Seller or its agents on or before such 30th day whereupon all earnest money
paid and accrued interest shall be refunded to Buyer and this Agreement shall be
of no further binding effect.  If no notice of acceptance or rejection is
received, the condition shall be deemed failed, and this Agreement shall be
deemed terminated and of no further binding effect whereupon all earnest money
paid and accrued interest shall be refunded to Buyer.  Buyer and Seller may not
void or terminate the transaction as to one portion of the property and not as
to another; acceptance or rejection of the property must be as to the entirety
of the property described in Exhibit X.

     The Feasibility Study shall be completed at Buyer's expense provided Buyer
shall have access to the subject property for purposes including but not limited
to surveys, environmental and hazardous substance analyses, engineering and
wetland reports for the subject property.  Within seven days of mutual
acceptance of this Agreement, Seller shall deliver to Buyer's agent copies of
all studies, reports, surveys, engineering, etc. completed for the subdivision,
and copies of the organizational documents of the homeowners association, and
make available for review all Architectural Review Committee decisions,
findings, correspondence, and all other Architectural Review Committee
Documents, and make available for review all correspondence and all other
documents received or prepared by the homeowners association.  If pursuant to
the feasibility


                                        2
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

study Buyer elects not to purchase the property Buyer shall return to Seller
within 7 days the entire work file, including any copies made by Buyer and any
originals and copies delivered to Buyer.  The information previously delivered
and to be delivered shall be treated by Buyer as confidential and shall not be
disclosed to third parties until the second closing has occurred except under
these conditions of confidentiality to Buyer's agents, contractors and
architects.  Buyer's feasibility contingencies, as contained herein, are
intended for the sole benefit of Buyer.

     Seller agrees to provide Buyer access to said property and documents,
provided Buyer agrees to hold Seller harmless from any liability arising
therefrom and that upon completion of the feasibility period, Buyer will return
the property to its condition preceding inspection.  Buyer warrants that Buyer
will act in a prudent and diligent manner in removing the contingencies outlined
above.

     Notwithstanding the provisions of Section 3, Title, and Section 4, Title
Insurance, of the printed Land Form attached to this Agreement, Seller shall
present the preliminary title report and copies of all exceptions listed therein
within ten days after mutual execution of this Agreement or as soon thereafter
as possible.  Buyer shall have ten days from receipt of such items to accept or
reject the status of title and such exceptions in its sole discretion, and shall
notify Seller in writing prior to the expiration of such period whether it
accepts such title and exceptions or waives them, or whether it rejects such
title or exception and is electing to terminate the Agreement, in which event
all earnest money and interest thereon will be returned to Buyer.  Failure to
give notice will be deemed acceptance of title and exceptions.

3.   CLOSING:

     The two closings described herein shall occur in the Cascade Park Office of
Chicago Title Insurance Company.  The First Closing shall close within 30 days
after completion of the Feasibility Study period.  The second closing shall be
(i) within 60 days after completion of the 30 day Feasibility Study period, or
(ii) within seven days after City's approval of engineering as more fully
described in Section 9, appropriate for the construction of Phase II described
in the attached Exhibit Y, whichever is later.  Seller will have no
responsibility for updating or further revising such engineering after the
Second Closing.  Further the lot line adjustments by Seller and recording of
easements will occur on or before, and are a condition precedent for the benefit
of both parties to, the Second Closing.


                                        3
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

4.   SELLER'S COVENANTS:

     Seller covenants that from the effective date of this Agreement through the
date of both closings, Seller shall not encumber nor permit encumbrance of the
property without Buyer's prior written consent, nor shall Seller place or cause
to be placed any exception to title beyond those existing on the date of this
Agreement, except that Seller may renew or replace Seller's existing financing
prior to closing provided it is released as an encumbrance at the appropriate
closings.  The parties agree that from the effective date of this Agreement
through the date of the First Closing, Seller must complete and record the final
platting of Phase 1A, and may sell or contract to sell lots as set forth in
Section 8, below.   Furthermore, from the effective date of this Agreement
through the date of the closings, Seller shall not allow waste of the subject
property.  Seller is not prohibited from consummating the transaction
contemplated in this Agreement by any law, regulation, instrument or judgment
and there are not contracts or other obligations outstanding for the exchange or
transfer of the property or any portion thereof, except for a remaining
obligation to Allan Crombie, which will be paid and discharged at the First
Closing.

5.   PLATTING OF THE LAND:

     Seller and Buyer agree to join in any proceedings and in the execution of
any forms, petitions, plats, dedications, easements or any other procedures
which may be necessary or advisable in connection with the final platting of
Phase 1A and Phase II,  without further expense to Seller as to Phase II, and
without expense to Buyer as to Phase 1A and except that (i) no final platting of
Phase II will occur until after the Second Closing, and (ii) modification of the
preliminary plat or conditions thereof for Phase II may be applied for only
after the Second Closing.  Buyer or its agents may, at anytime during the term
of this Agreement, enter upon the property for purposes customarily allowed in
study or preparation of land for platting, providing Buyer shall indemnify and
hold Seller harmless from any liens that may arise because of Buyer's work in
the real property, and shall immediately return the land to its original
condition after such work, and shall give Seller at least 48 hours advanced
notice of any work to be performed on the property.

6.   AG DEFERRAL TAX:


                                        4
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

     Any and all AG or forest, open space or similarly deferred tax or
assessment due on the subject property, if any, shall be paid at closing by
Seller.  Payments of other real property taxes and assessments shall be prorated
at the respective closing.

7.   ADDITIONAL LOTS:

     At Buyer's option to be exercised by written notice to Seller at or before
the time of each of the two closings but in any event not to be exercised later
than November 20, 1996, Buyer may purchase, for a purchase price of $42,800
each, any additional, finished single family lots in Phase I in the Village at
Cedar Ridge subdivision other than (i) those lots which Seller has sold to or
reserved for third parties by earnest money agreement, reservations or otherwise
or (ii) lots which Seller has decided to hold for sale or otherwise retain.  The
closing of any sale under this section will be completed at either of the two
closings set forth above and in any event not later than November 30, 1996.
This option will be void, even if exercised, and no closing of such a lot may
occur if Buyer is in default under this Agreement or if this Agreement
terminates for any reason including failure of a condition to performance.  In
addition no closing of a lot under this section may occur except simultaneous
with or following the completion of the First Closing.

8.   SALE OF LOTS:

     Buyer agrees that Seller may at Seller's option sell up to five of the
finished single family lots in Phase I identified in the attached Exhibit X
during the 30-day feasibility period only.  This option does not include the
right to sell to parties related to Seller, including partners, shareholders in
partners, family members of partners, or component related companies of Seller.
If any of these lots hereby sold to Buyer are sold by Seller as evidenced by
earnest money agreement at any time prior to the expiration of the 30 day
feasibility period, the total purchase price and the amount to be paid at the
First Closing shall be reduced by $42,800 per lot sold.

9.   ENGINEERING:

     Seller will obtain prior to the Second Closing the City's approval of the
additional engineering drawings, plans and specifications required for 33
unfinished lots in Phase II mutually agreed to by Seller and Buyer and described
on the attached Exhibit Y.  This obligation shall include the obligation to
complete the engineering drawing and plans and specifications to Seller's and
Buyer's mutual agreement and obtain the City's approval of the same, for the
selected 33 unfinished lots.  The engineering shall be sufficient to satisfy the
requirements of the City of


                                        5
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

Vancouver to complete construction of the selected 33 lots in Phase II of the
Project.  Seller shall pay for these engineering services but will not be
required to pay for or obtain permits or fees for the grading, engineering or
improvements, to conduct grading or construction of the engineered improvements,
to do additional engineering after city approval or commencement of construction
nor to obtain final platting.  Seller will have no responsibility for updating
or further revising such engineering after the Second Closing.  The lot line
adjustments described in Section 12 and the easements and other agreement
described in Section 13, will be completed prior and are a condition precedent
for the benefit of both parties to the Second Closing.

10.  WESTERN BOUNDARY CORRECTION:

     The boundary corrections for the west side of preliminary Lots 3, 4, 5, and
6 of Phase II will result in a correction 13 feet of depth from the depiction of
the preliminary plat.  The calculations and lot dimensions will be corrected by
the Seller at Seller's expense and submitted to Buyer as soon as completed but
no later than the expiration of the Feasibility Period.  See attached
Exhibit ZZ.

11.  COMMISSION:

     The real estate commission to be paid to Stan Wiley, Inc. by Seller at each
closing shall be 4% of the total sales price for the property sold in that
closing.  Buyer represents and warrants that it has not retained a broker or
salesperson.  The parties agree that Seller has engaged in the services of a
commercial real estate brokers in this transaction, and Seller agrees to pay and
be solely responsible for all commissions due and owing to said broker.  Seller
further agrees to indemnify, defend, and hold the Buyer harmless from any
damages, liabilities, costs or expenses, including reasonable attorney fees,
arising from or related to any such claim or proceeding brought through Seller
for payment of any brokerage commission or fee based upon the transactions
contemplated by this Agreement, except as may arise from the actions of Buyer.

12.  BOUNDARY DESCRIPTION:

     The Second Closing, of the 90 preliminarily approved lots in Phase II, will
be by a boundary legal description of the entire parcel being sold including
unimproved open spaces and undedicated roadways, but excluding the commercial
parcel, multifamily parcel and homestead


                                        6
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

parcel as depicted on the attached Exhibit Z.  Prior to the Second Closing,
Seller will at Seller's expense complete three lot line adjustments to make the
homestead parcel, the multifamily parcel and the commercial parcel into legal
parcels as depicted on the attached Exhibit Z and complete a boundary adjustment
on the westerly boundary at no expense to Buyer.  These parcels will not be sold
to Buyer and will not be encumbered to secure Buyer's financing.  Buyer will
cooperate with Seller in completing the lot line adjustments and boundary
changes.  The remaining parcel to be sold will be one contiguous parcel for
which preliminary plat approval for 90 lots has been obtained.  The lot line
adjustments to create the multifamily, commercial and homestead parcels will not
affect the size, shape or number of lots and open space that is represented on
the preliminary corrections plat approved.  At the Second Closing, the title
policy will include an endorsement at Seller's expense, if available, that there
is no gap between the three parcels retained by Seller and the property conveyed
to Buyer.

13.  EASEMENTS:

     At or prior to the Second Closing, Seller and Buyer will execute and record
perpetual, nonexclusive easements, appurtenant to and benefiting the homestead
parcel, the commercial parcel and the multifamily parcel (as dominant parcels),
for the purpose of providing sanitary sewer, storm sewer, water, electrical and
gas service, and vehicular access to these parcels including proposed 11th
Street, 87th Place, 87th Avenue and 15th Street.  The easements will describe
the property sold hereby as the servient parcel, and the Seller's right to use
or construct and use sanitary sewer, storm sewer, and water, electrical and gas
and roadway where applicable, will locate such easements within proposed
roadways of Phase II and future phases and will allow for reasonable location to
facilitate platting or construction.  If easements are required by Buyer or
Seller across Phase I or IA, these easements will be executed and recorded at
the First Closing.  The property conveyed to Buyer will be conveyed subject to
the easements.  The easements shall be located within the proposed streets of
Phase II and future phases of the project in a manner mutually acceptable to
Seller and Buyer and shall provide that:

     (a)  Buyer will at Buyer's expense complete the installation of sanitary
          sewer, storm sewer, and water, connecting such systems of the Project
          including main lines, swales, etc., to the boundaries of the
          commercial parcel, and complete the improvements to 15th Street and
          87th Place, described in 13(c), within nine months after the Second
          Closing.  Buyer will at Buyer's expense complete the sanitary sewer,
          water, and storm water, connecting such systems of this Project
          including main lines, swales, etc., to the boundary of the multifamily
          parcel within


                                        7
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

          24 months after the Second Closing.  Buyer will, at Seller's expense,
          install the stubouts from the adjacent water and sanitary sewer lines
          in the street to the commercial and multifamily parcels at the time
          the applicable adjoining roadway is constructed pursuant to this
          Section 13(a), 13(c) or 13(i).  Buyer will, at SELLER'S expense, stub
          out sewer and water connections to the two lots comprising the
          homestead site from the lines being installed to serve the multifamily
          parcel within 24 months after the Second Closing, or by such earlier
          date as Buyer may install roadway in 11th Street as set forth in
          Section 13(i).  Buyer's performance of obligations under Section 13(a)
          and 13(c) may be delayed by reason of, but only to the extent of the
          delay caused by, acts of God, extreme weather, unavailability of
          materials, strikes and labor unrest, civil disturbance, and national
          emergency, or building moratorium.  Buyer will dedicate such completed
          lines to the City and Seller will promptly release easements to the
          extent of such dedication.

     (b)  The easements shall be of sufficient width for construction,
          maintenance and replacement.

     (c)  The location, sizing and capacity of the lines shall be sufficient,
          when combined with other projected loads, to accommodate at least 62
          apartment units on the multifamily parcel, and 5,000 square feet of
          commercial retail space and eight apartments on the commercial parcel.
          Sizes will be determined by an agreement of Seller's and Buyer's
          engineers and City as part of future phase improvement plans and shown
          as future improvements.  Buyer will construct at its expense 87th
          Place adjacent to the commercial parcel including its intersection
          with 15th Street, and NE 15th Street between 87th Place and 87th
          Avenue, to the full widths shown on the preliminary plats of 1994.
          Seller is negotiating for an agreement with adjoining landowners for
          the improvement of 15th Street between 87th Place and 87th Avenue,
          including the intersection of 15th Street with 87th Avenue.  Buyer
          shall review this agreement during this Feasibility Period and will
          accept or reject the agreement at that time; it is understood that if
          negotiations will continue after the Feasibility Period Seller will
          keep Buyer continuously apprised of changes on a timely basis and
          consult with Buyer prior to negotiations, and Seller will accept an
          agreement prior to the Second Closing only with the consent of Buyer
          which consent will not be unreasonably delayed or withheld.  The
          execution of such an agreement is not a condition to Buyer's
          performance under this Agreement.  Following the Second Closing Buyer
          will be substituted for Seller in the


                                        8
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

          negotiations and conclude such negotiations.  If an agreement has been
          concluded by the Second Closing, at the Second Closing Buyer will
          assume and be responsible for the proportional payment and performance
          which Seller would otherwise owe for that improvement.  The
          installation of the roadway and performance by Buyer of that
          agreement, if any, which completes the improvements described above
          within the time frames set forth in Section 13(a), together with
          posting of the bond or letter of credit under 13(h), would satisfy
          Buyer's obligation to improve 15th Street.

     (d)  That the easements are superior to any deed of trust, mortgage or
          declaration placed upon the subject property.

     (e)  That Seller, its successor and assigns will not be charged late comers
          fees or other charges by Buyer, its successors or assigns.  Seller
          will pay connection charges charged by the City of Vancouver upon hook
          up of the commercial parcel, multifamily parcel, and homestead parcel,
          and any systems development charge specifically assessed to the
          commercial parcel, multifamily parcel or homestead parcel by the City
          of Vancouver, and any other fees normally and routinely assessed for
          development by the City.

     (f)  The roadway easements, including without limitation those in 15th
          Street and 11th Street, will provide that if the roadway is dedicated
          to the City, allowing reasonable access to the street for the
          homestead, commercial and multifamily parcels, then immediately upon
          completion of construction including applicable utilities under
          Section 13(a), the Seller will release its roadway easement as to the
          areas so dedicated.  At the Second Closing, Seller agrees to deposit
          with Chicago Title in escrow deeds dedicating the roadways of NE 87th
          Place and 11th Street, respectively, to the City with instructions
          that the respective deed be delivered to the City if Buyer completes
          improvements to 11th Street or NE 87th Place and 15th Street to the
          87th Avenue intersection, respectively, including utilities as set
          forth in Section 13(a), 13(c) or 13(i), respectively, and City accepts
          such improvements.

     (g)  Notwithstanding the provisions of Section 13(c), if Buyer fails to
          construct the infrastructure within the time frame(s) set forth above,
          Seller may do so, at Buyer's expense, and Buyer will reimburse such
          expense, including reasonable


                                        9
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

          engineering and survey expense, construction costs and system
          development charges, latecomers fees, impact fees, if any, and
          permitting fees.  If Buyer fails to construct the infrastructure
          within the time frames set forth above, Seller will provide the Buyer
          with the opportunity to obtain bids for the work with 45 days advanced
          notice after engineering plans are complete and approved by the City
          for construction, and the work will be awarded by Seller to the lowest
          priced, qualified bidder.  A qualified bidder shall be a licensed,
          bonded and insured bidder who is capable of meeting project
          requirements in a timely manner and of good reputation in Clark County
          for completion of projects of this scale with good workmanship and in
          a timely manner.

     (h)  Prior to or at the Second Closing, Buyer will provide a letter of
          credit or performance bond from a source reasonably acceptable to
          Seller in the amount of $100,000 to assure Buyer's performance of its
          obligations under Section 13(a), (c) and (g).  The letter of credit or
          performance bond will be returned or released when the work is
          completed and accepted by the City of Vancouver and constructed in
          accordance with the terms of this Agreement.  This dollar figure is
          not intended to limit the scope of Buyer's obligation.  Fifty percent
          (50%) of the letter of credit or performance bond shall be released
          upon completion and dedication of the improvements in Phase II.  The
          balance of the letter of credit or performance bond shall be released
          upon completion and recording of dedication of sanitary sewer and
          storm sewer to the multifamily parcel.

     (i)  At the Second Closing Seller will create and record nonexclusive
          easements for vehicular access for the benefit of Phase II across
          those portions of the commercial parcel, multifamily parcel and
          homestead parcel which are within NE 11th Street, NE 15th Street, 87th
          Place or 87th Avenue as shown on the preliminary plats of 1994.  These
          easements will include the applicable obligations of Buyer to improve
          set forth in Section 13(a), 13(c) and 13(g).  Seller will construct NE
          11th Street along the frontage of the multifamily parcel to full width
          as shown on the preliminary plats of 1994 within 24 months after the
          Second Closing, and cooperate in dedication of that roadway to the
          City.  Seller's performance under this Section 13(i) may be delayed
          by, but only to the extent of the delay caused by acts of God, strikes
          and labor unrest, civil disturbance, extreme weather, national
          emergency or unavailability of material.  To assure completion of
          construction of NE 11th Street, at the Second Closing Seller will
          provide a performance bond or


                                       10
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

          letter of credit from a source acceptable to Buyer in the amount of
          $60,000 to assure Seller's performance of its obligations under this
          Section 13(i). The letter of credit or performance bond will be
          returned or released when the work is completed and accepted by the
          City of Vancouver and constructed in accordance with the terms of this
          Agreement.  This dollar figure is not intended to limit the scope of
          Seller's obligation.  If Seller fails to construct the infrastructure
          within the time frame set forth above, or if Buyer elects to construct
          such infrastructure in connection with construction of infrastructure
          for Phase II, or if Buyer elects to construct prior to the time Seller
          is required to do so, Buyer may notify Seller and construct such
          infrastructure at Seller's expense, and Seller will reimburse such
          expense, including reasonable engineering and survey expense,
          construction costs and systems development charges, latecomers fees,
          impact fees, if any, and permitting fees.  If Buyer so elects to
          complete the work at any time, Buyer will provide Seller with the
          opportunity to obtain bids for the work with 45 days advanced notice
          after engineering plans are complete and approved by the City for
          construction, and the work will be awarded by the Buyer to the lowest
          price, qualified bidder .  A qualified bidder shall be a licensed,
          bonded and insured bidder who is capable of meeting project
          requirements in a timely manner, and of good reputation in Clark
          County for completion of projects of this scale with good workmanship
          and in a timely manner.  Seller will dedicate the roadway immediately
          upon completion of such work including applicable utilities in
          accordance with the terms of this Agreement and acceptance by the
          City.

     (j)  The preliminary plats for the Village at Cedar Ridge include open
          space as common areas within Phase I, Phase II and future phases.
          Seller has retained for occupants of constructed or to be constructed,
          residential dwellings (including single family homes, apartments,
          townhouses or condominium units) on the multifamily parcel, commercial
          parcel and homestead parcel an easement, on a parcel by parcel basis,
          to use such common areas regardless whether such properties are
          annexed to the existing CC&Rs, which easement or agreement for
          easement at the election of Seller may be recorded at the First
          Closing.  The easement will provide that the owner of the parcel, for
          each particular constructed dwelling, must pay an annual use fee equal
          to one hundred percent (100%) of the regular annual assessment(s)
          (which may be charged in monthly installments if so charged to other
          owners), but not special or irregular assessments, charged by the
          homeowners association(s) from time to time to a homeowner residing in
          the


                                       11
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

          phase(s) in which the common area(s) is or are located.  The retained
          easements will provide that they can be voluntarily abandoned on a
          parcel basis at any time, or terminated for lack of payment within a
          reasonable period.

14.  OUT BUILDINGS:

     Seller shall at Seller's expense remove the four out buildings including
foundations on the property within three months following the Second Closing.
Any out buildings which obstruct imminent construction of infrastructure for
future phases will be removed by Seller upon 30 days prior written notice.
Seller shall also remove any and all debris, equipment, and trash from the out
buildings or from the demolition and removal of the out buildings within three
months following the Second Closing so as to leave such areas in a natural
condition to the reasonable satisfaction of Buyer.  Seller will indemnify,
defend, and hold harmless Buyer, its successors and assigns from any claims or
damage for personal injury or death arising from the presence of the out
buildings, and from liens or other claims, including personal injury, death or
damages, arising from removal and Seller shall confirm this indemnity in writing
at the Second Closing.

15.  CONTROL:

     Seller has no obligation to Buyer to make improvements to open spaces in
Phase I.  Upon the First Closing, Buyer assumes responsibility for the
subdivision including responsibilities as the Declarant and an owner under the
CC&Rs, architectural guidelines, homeowners association, and for open spaces in
Phase I and Phase II.  This section will specifically survive the closings.  The
remaining obligations to improve the open spaces in Phase I and future phases
shall be only those required by the City's approval of the preliminary plat or
final plat and those other improvements and commitments committed to by Seller
to third party purchasers, but only to the extent that Seller has disclosed such
commitments in writing to Buyer prior to the end of the Feasibility Period.
Reciprocal easements and amendments to the Declaration of CC&Rs necessary to
develop the second and subsequent phases of the subdivision will be recorded at
the First Closing so that if for any reason the purchase of the unfinished lots
does not close, the Seller, its successors and assigns may at its election
develop the unfinished lots, retain full control as Declarant of the Project,
including control of the homeowners association and Architectural Review
Committee, and annex property to the subdivision and CC&Rs.  If for any reason
the Second Closing does not occur, then at Seller's option, the control as
Declarant of the Project, including without limitation, control of the
homeowners association and Archtechtural Review Committee and the right to annex
property to the subdivision and CC&Rs, shall revert to Seller


                                       12
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

upon notice to Buyer.

16.  ENVIRONMENTAL:

     John Coop Sr. farmed the Property from 1947 to 1990.  Coop Family Limited
Partnership came into control of the Property upon the death of John Coop Sr. in
1991.  Prior to that time Gordon Coop and John Coop Jr. were not involved in the
day to day operations of the Property as a farm.  Gordon Coop and John Coop Jr.
represent to Seller that since acquiring control of the Property in 1991, they
have developed no cognitive, actual knowledge of

          (i)   the presence of any "Hazardous Substance" as that term is
     defined under both federal and state laws, on or under the Property
     except those that may have been used in the ordinary course of
     business of farming or in household uses; or

          (ii)  any known spills, releases or discharges or disposal of
     Hazardous Substances occurring on or above ground on the Property
     other than those that may have occurred in the ordinary course of
     farming or in connection with household uses; or

          (iii) any underground storage tanks on the Property; or

          (iv)  the receipt by Seller, John Coop Jr. or Gordon Coop of any
     written notices by federal or state agencies relating to Hazardous
     Substances on the Property.

     Seller and Gordon Coop and John Coop Jr. make no warranty or guarantee
regarding the foregoing matters, or the condition of the Property as to such
matters or other matters relating to Hazardous Substances, and further make no
express or implied representation, warranty or guaranty of any kind regarding
the presence of, or spills, releases, discharges or disposals of Hazardous
Substances on other property or of any contamination in the groundwater on,
under or about the Property.  Buyer may not rely on the foregoing
representations to limit the scope of its environmental review or review for
Hazardous Substances under Section 3, above.

17.  INDEMNITY RELATING TO CONTROL:


                                       13
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

     Buyer, its successors and assigns shall indemnify, defend and hold harmless
Seller, any partners, directors or officers of Seller or its component entities,
and its or their successors and assigns from any claim, injury or damage claimed
by owners of property in Phase I or IA arising in any manner from decisions of
the Architectural Review Committee occurring after the First Closing or from
breaches of the Buyer/Declarant under the Declaration of CC&Rs or Design
Guidelines after the First Closing.  Seller, its successors and assigns shall
indemnify, defend and hold harmless Buyer, its directors and officers and its or
their successors and assigns form any claim, injury or damage claimed by owners
of property in Phase I or IA arising in any manner from decisions of the
Architectural Review Committee occurring prior to the First Closing or from
breaches of the Seller/Declarant under the Declaration of CC&Rs or Design
Guidelines occurring prior to the First Closing.  Should Buyer elect not to
annex Phase II or future phases or any portion thereof to the existing
Declaration of CC&Rs of Phase I or IA, Buyer, its successors and assigns agree
to indemnify, defend and hold harmless Seller, any partners, directors or
officers of Seller or its component entities, and its or their successors and
assigns from any claims from third party purchasers of lots within the
Subdivision based on the election not to so annex.  These indemnities shall
survive the closings.

18.  CONDITION:

     Seller's performance under this Agreement is expressly conditioned, to and
including the thirtieth day of the Feasibility Period, upon Seller's reasonable
satisfaction with terms of the easements and other documents provided for, in
Sections 13 and 15 of this Addendum.  If Seller terminates this Agreement,
including following acceptance by Buyer, as a result of the failure of this
condition, Seller will release any then nonrefundable earnest money and interest
then held in escrow.  Seller will give notice to Buyer prior to the thirtieth
day of the Feasibility Period of its election that the condition is either
satisfied or waived, or if not satisfied then that the Agreement is terminated.

19.  WELL:

     Until such time as use must cease due to construction, Seller may continue
to exclusively use the well currently serving the homestead parcel.  The parties
will execute a nonrecorded easement at the Second Closing to confirm this use
wherein Seller is responsible for the operation of the well, which shall include
the obligation of Seller to indemnify, defend and hold Buyer


                                       14
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

harmless from any claim or damage arising from such use.  In the event the well
or its line to the homestead parcel obstructs imminent construction of
infrastructure for a future phase, upon 30 days prior written notice in no event
prior to three months after the Second Closing Seller will cease use of the
well, and promptly and diligently complete proper abandonment of the well, and
release easements for access to and use of the well.

20.  PREPARATIONS:

     The representations of Section 7 of the printed form of this Agreement
apply only to the 25 finished lots in Phase I and Phase IA.  Each party will
bear its own attorney's fees in negotiating, reviewing and preparing the
documentation required by Sections 13 and other portions of this Agreement, or
otherwise required to close the transactions described in this Agreement.

21.  ACCEPTANCE:

     Buyer shall have until 5:00 p.m. PDT, September 20, 1996 to accept this
Offer, unless sooner withdrawn by Seller.  Acceptance of this Offer shall not be
effective until a signed copy of this Offer is actually received by or at the
office of the Selling Broker.  If this Offer is not so accepted, without
modification,  this Offer by Seller shall terminate at 5:00 p.m. PDT, September
20, 1996.

22.  REPRESENTATIONS:

     A.   Seller has previously granted to Buyer the right to inspect and make
investigations in connection with the Property and shall continue to permit
Buyer to make its independent inspection and investigation of the Property prior
to the Closing Date.  SELLER ENCOURAGES BUYER TO HAVE THE REAL PROPERTY CLOSELY
INSPECTED.

     B.   Seller represents and warrants to Buyer that (i) the lots sold to
Buyer in Phase I and Phase IA conform to and have been constructed in accordance
with all zoning and subdivision requirements of the City of Vancouver, the terms
and conditions of the City's preliminary and final approvals of subdivision of
such lots, and the survey and storm drainage conceptual plan dated May 2, 1994
performed by MacKay & Sposito; (ii) subdivision improvements including roads,
water, sanitary sewer,  storm sewer, gas, electricity, CATV and telephone in
Phases I and IA conform to the engineering plans and specifications approved by
the City and the appropriate


                                       15
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER

utility company; and (iii)  the preliminary plat for 90 lots in Phase II was
approved in 1994 by the City; and (iv) sanitary sewer, storm sewer, water,
electricity, and gas are available at a boundary of Phase II.

     C.   Except as specifically set forth in this Agreement IN SECTION 4 AND
SECTION 22B OF THIS ADDENDUM AND IN SECTION 7 OF THE PREPRINTED FORM AS MODIFIED
BY THIS ADDENDUM AND EXCEPT FOR OBLIGATIONS OF SELLER EXPRESSLY SET FORTH IN
THIS AGREEMENT, no warranties, guarantees or representations have been or are
being made by Seller concerning the boundaries and acreage of the property, any
tests, inspections or examinations of the Property or its financial and
operating records, any governmental permits or approvals obtained or to be
obtained in connection with Buyer's use of the Property, the suitability of the
Property for Buyer's intended use, the availability of utilities and services,
the applicable zoning, subdivision, building, housing and other ordinances,
restrictions, laws, and regulations affecting the Property, or other matters.
Except as otherwise specifically set forth in this Agreement IN SECTION 4 AND
SECTION 22B OF THIS ADDENDUM AND SECTION 7 OF THE PREPRINTED FORM AS MODIFIED BY
THIS ADDENDUM, and except for obligations of Seller expressly set forth in this
Agreement Buyer accepts the land, and improvements and all other aspects of the
Property in their present condition, AS IS, without any representations or
warranties by Seller, expressed or implied.  In particular, but without
limitation, Buyer has made its own independent analysis of the environmental
condition of the Property, including matters relating to Hazardous Substances,
and without warranty, guarantee or indemnity by Seller or John Coop Jr. or
Gordon Coop, and no representation of any of them herein relating to such
matters.  NO AGENT, INDEPENDENT CONTRACTOR, REAL ESTATE AGENT OR EMPLOYEE OF
SELLER IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY CONCERNING THE REAL
PROPERTY.

                                   COOP FAMILY LIMITED PARTNERSHIP
                                   By Coop Properties, Inc.

  9/19/96                          /s/  John E. Coop, Jr.
------------                       ---------------------------------------------
   Date                            John E. Coop, Jr., President


  9/19/96                           /s/  Gordon M. Coop
------------                       ---------------------------------------------
   Date                            Gordon M. Coop, Secretary


                                       16
<PAGE>

                                    ADDENDUM
                       TO THE PURCHASE AND SALE AGREEMENT
                                 BY AND BETWEEN
                          SCHULER HOMES, INC. AS BUYER
                                      AND
                    COOP FAMILY LIMITED PARTNERSHIP AS SELLER



ACCEPTED AND AGREED TO:

SCHULER HOMES, INC.


By     /s/ Allen West                       Date      9/20/96
     --------------------------------------       -----------------
   Its: VP & Gen Mgr
        -----------------------------------


                                       17