Exhibit 10.13                                  Arizona/Colorado/New Mexico/Texas
-------------                                  ---------------------------------
                                                        Vacant Land Acquisitions

                         AGREEMENT FOR SALE AND PURCHASE
                                (the "Agreement")


PURCHASER,  CENTREFUND  DEVELOPMENT  (COLORADO)  CORP.,  a Florida  corporation,
hereby  agrees to purchase and acquire from SELLER,  Z-H,  Ltd.,  a(n)  Colorado
Limited  Partnership,  and SELLER hereby agrees to sell and convey to PURCHASER,
the real property  located at the Southwest corner of the intersection of Palmer
Park Boulevard and Powers Boulevard,  in the City of Colorado Springs, County of
El Paso, State of Colorado,  and being more  particularly  described on Schedule
"A" attached to this Agreement,  together with the improvements, if any, located
thereon and the other items  referred to in  Paragraph  19 below and in Schedule
"B" hereto (collectively, the "Property"), at the Purchase Price of Four Million
Four Hundred Thousand AND NO/100 DOLLARS ($4,400,000.00), and upon the following
terms:

1.   The Purchase Price shall be payable in the following manner:

     (a)  $25,000.00  by check in that amount to be deposited by Purchaser  with
          the Title  Company (as defined  below)  within three (3) business days
          following execution of this Agreement by both parties,  said sum to be
          held by the  Title  Company  (as  escrow  agent) as an  earnest  money
          deposit pending  completion or other termination of this Agreement and
          to be  applied  towards  the  Purchase  Price on Closing  (as  defined
          below).  The deposit shall be invested in an interest  bearing account
          or other  investment  vehicle  directed by the  Purchaser and interest
          will be credited to Purchaser and applied  against the Purchase  Price
          on Closing.  Both the Seller and the Purchaser  irrevocably direct the
          Title  Company to return  the  deposit  and  accrued  interest  to the
          Purchaser  immediately  upon being notified by the Purchaser that this
          Agreement  has been  terminated  on or before  the  expiration  of the
          Investigation Period.

     (b)  $25,000.00  by check in that amount to be deposited by Purchaser  with
          Escrow Agent within three (3) business days  following the  expiration
          of the Investigation Period,  provided,  however, that Purchaser shall
          have  elected,  at or prior  to the  expiration  of the  Investigation
          Period,  to proceed  forward with the  acquisition  of the Property in
          accordance with the terms of this  Agreement.  The sum to be posted by
          Purchaser with Escrow Agent in accordance with this  Subparagraph 1(b)
          shall be held by Escrow  Agent as an  earnest  money  deposit  pending
          completion or other termination of this Agreement and shall be applied
          towards the Purchase Price on Closing. The deposit referred to in this
          Subparagraph  1(b) shall be invested in an interest bearing account or
          other  investment  vehicle directed by the Purchaser and interest will
          be credited to Purchaser  and applied  against the  Purchase  Price on
          Closing.

     (c)  $25,000.00  by check in that amount to be deposited by Purchaser  with
          Escrow Agent on the 450th day  following  the  Effective  Date of this
          Agreement, provided, however, that Purchaser shall have elected, at or
          prior  to the  expiration  of the  Investigation  Period,  to  proceed
          forward with the  acquisition  of the Property in accordance  with the
          terms of this Agreement. The sum to be posted by Purchaser with Escrow
          Agent in  accordance  with  this  Subparagraph  1(c)  shall be held by
          Escrow Agent as an earnest money deposit  pending  completion or other
          termination  of this  Agreement  and  shall  be  applied  towards  the
          Purchase   Price  on  Closing.   The  deposit   referred  to  in  this
          Subparagraph  1(c) shall be invested in an interest bearing account or
          other  investment  vehicle directed by the Purchaser and interest will
          be credited to Purchaser  and applied  against the  Purchase  Price on
          Closing.

     (d)  Intentionally Deleted.

     (e)  The balance of the Purchase Price will be payable at Closing either in
          cash or in other  immediate  funds to Seller (or to the Title  Company
          for  further  delivery  to  the  Seller),  subject  to the  usual  and
          customary closing adjustments.

2.   The Seller covenants to discharge and remove,  at its own cost and expense,
     on or before  Closing,  all mortgages,  liens (except taxes for the current
     year  not yet due and  payable  and  current  installments  of any  special
     assessments not yet due and payable,  together  hereinafter  referred to as
     "Current  Taxes"),  charges (except any obligations for the installation of
     drainage  improvements,   hereinafter  the  "Drainage   Obligations"),   or
     encumbrances whatsoever affecting the Property.

<PAGE>


3.   Unless  an  original  or  duplicate   original  of  this  Agreement,   duly
     countersigned  by Seller,  shall have been delivered to Purchaser  prior to
     5:00 p.m. on the 17th day of June,  1999 , this offer shall, at Purchaser's
     option,  be of no  further  force or  effect  (and  any and all  deposit[s]
     theretofore  posted by Purchaser in connection with this Agreement shall be
     immediately refunded to Purchaser,  together with accrued interest thereon,
     if any).  The  "Effective  Date" of this  Agreement  shall be the date upon
     which  Purchaser  and the  Title  Company  shall  receive  an  original  or
     duplicate  original of this Agreement which has been duly  countersigned by
     the  Seller.

4.   This  transaction  shall be completed at a closing (the  "Closing")  in the
     office of the Title  Company  commencing  at 10:00A.M.  on the closing date
     (the "Closing Date") specified in Schedule "B" hereto. Upon Closing, Seller
     shall  execute and deliver to  Purchaser  (or to the Title  Company,  if so
     directed by Purchaser) a special  warranty deed in proper  recordable form,
     conveying to Purchaser  good and marketable  title to the Property  subject
     only to such matters as may be permitted herein.  Seller shall also execute
     and  deliver to  Purchaser  (or to the Title  Company,  if so  directed  by
     Purchaser) a  Non-Foreign  Affidavit,  in customary  form,  an Affidavit of
     Value (if applicable) in form and content satisfactory to the Title Company
     and sufficient to enable the special warranty deed to be duly registered on
     title so as to  effectively  transfer  and convey  title to the Property to
     Purchaser as herein  required  and such other  documents,  instruments  and
     agreements as are  customarily  required in the state in which the Property
     is located in order to consummate and complete this transaction and to more
     fully  carry out the intent of the  parties  as  contemplated  herein.  All
     transfer,  sales and other  taxes  payable in  respect  of the  transaction
     contemplated   herein  and/or  in  connection  with  the  ownership  and/or
     operation of the Property prior to Closing shall be the  responsibility  of
     and shall be payable by Seller.  Upon  Closing,  vacant  possession  of the
     Property  (subject to existing  tenancies,  if any,  disclosed to Purchaser
     during  the  Investigation  Period)  shall be given  to  Purchaser.  If the
     Closing is scheduled for a day other than a business day (i.e., if such day
     shall be a Saturday,  Sunday or a  statutory  holiday in the state in which
     the Property is located), Closing will take place on the next business day.

5.   As more particularly set forth on Schedule "B" hereto, Purchaser shall have
     the right to inspect the  Property  during the period  (the  "Investigation
     Period")  beginning on the  Effective  Date and ending Two Hundred  Seventy
     (270)  days  following  the  Delivery  Date,  as defined  below,  provided,
     however,  that if the last day of the  Investigation  Period shall be other
     than a business day, the Investigation Period shall be extended until 11:59
     p.m. on the next business day.

6.   Within five (5) business days  following the Effective  Date,  Seller shall
     deliver  to  Purchaser,  or cause to be  delivered,  an ALTA Form B or ALTA
     Extended  Coverage  or  Texas  Form  T-1 (as  applicable)  Title  Insurance
     Commitment  as to the  Property  (providing,  in each  case,  marketability
     coverage), together with a true, complete and legible copy of all documents
     and instruments  listed as title  exceptions  therein (said  commitment and
     copies being hereinafter sometimes  collectively referred to as the " Title
     Commitment") issued by Chicago Title of Colorado, Inc. ("Title Company") in
     the full amount of the Purchase Price. The date when Purchaser receives the
     following,  namely,  the Title  Commitment and  "Documents"  (as defined in
     Schedule "B" hereto) shall be the "Delivery Date."

7.   If within  the time  allowed in  Paragraph  5 hereof  Purchaser  shall make
     objection in writing to the  condition of Seller's  title,  then Seller may
     either  (i)  endeavor  to cure or  remedy  same  within  thirty  (30)  days
     thereafter,  or (ii) notify  Purchaser  that Seller is unwilling to cure or
     remedy  same.  If,  unless  required as set forth  below,  Seller  shall be
     unwilling to cure or remedy all objections to title,  or if Seller shall be
     unable to cure or remedy all such  objections  within  said thirty (30) day
     period,  then,  unless  Purchaser  shall  agree to waive  such  uncured  or
     unremedied  objections,  this Agreement,  notwithstanding  any intermediate
     acts or negotiations in respect of such objections,  shall be at an end and
     all deposit monies posted by Purchaser hereunder, together with all accrued
     interest thereon shall be promptly refunded to Purchaser without deduction,
     whereupon this Agreement  shall  terminate and neither party shall have any
     further  liability  for any costs or damages.  Anything in the foregoing to
     the  contrary  notwithstanding,  Seller  shall  be  obligated  to  cure  or
     eliminate  all title  defects  which are  susceptible  of  discharge by the
     payment  of money  which is fixed,  definite  or readily  ascertainable  in
     amount (e.g.,  mortgages,  liens,  judgments,  delinquent taxes,  etc., but
     excepting  Current Taxes and the Drainage  Obligations).  Any exceptions to
     title set forth in the Title  Commitment  as to which  Purchaser  shall not
     have made written  objection  within the time period noted above,  or which
     are waived by  Purchaser , shall be  conclusively  deemed to be  "Permitted
     Exceptions" which have been accepted by Purchaser. At Closing, Seller shall
     pay for, and caused to be delivered  to  Purchaser,  an ALTA Form B or ALTA
     Extended  Coverage or Texas Form T-1 (as applicable) Title Insurance Policy
     (providing,  in each case, [if applicable]  marketability  coverage) in the
     amount of the Purchase  Price,  issued by the Title  Company,  insuring fee
     simple title to the  Property in the name of Purchaser  subject only to the
     Permitted Exceptions (and with the standard preprinted  exceptions deleted,
     provided that a current survey of the Property  sufficient for such purpose
     shall have been  furnished  to the Title  Company  and  Purchaser  pays any
     additional premium for such deletions), and containing such endorsements as
     Purchaser  may  reasonably  request,  it being  understood  and agree  that
     Purchaser shall be obligated to pay the cost of any additional endorsements
     i.e., if Purchaser shall elect to obtain same.

8.   Within  five  (5)  business  days  following  the  Effective  Date  of this
     Agreement,  Seller shall deliver to the Purchaser and the Title Company,  a
     copy of all  existing  surveys of the  Property  which are within  Seller's
     possession or control. Prior to the expiration of the Investigation Period,
     Purchaser, at its option and expense, may obtain a currently dated ALTA (or
     other)  survey of the Property (the  "Survey"),  certified to the Purchaser
     and  to  other  parties  designated  by  Purchaser,   showing  thereon,  at
     Purchaser's option, the location of all buildings, improvements, easements,
     rights-of-way  and  other  similar  entitlements,   and,  if  requested  by
     Purchaser  at its option,  containing,  at  Purchaser's  option (and to the
     extent  applicable) the  information  described in Items 1-16 of Table A of
     the ALTA/ACSM  (1997)  requirements.  Any encroachment by or onto adjoining
     properties,  overlap and/or other condition  disclosed by such Survey which
     may affect  marketability  of the title to the Property  shall be deemed to
     constitute a title defect which shall be handled in the manner set forth in
     Paragraph 7 above, provided that any notice of title defect is given within
     the  period  allowed  by  Paragraph  7.  Prior  to  the  expiration  of the
     Investigation  Period,  Purchaser,  at its option and expense, may obtain a
     currently  dated  Phase One  Environmental  Audit  Report  relating  to the
     Property,  such report to be certified to  Purchaser  and to other  parties
     designated by Purchaser.

9.   The current  installment  of any and all special  assessments  and/or local
     improvement  charges  levied or  assessed by any  county,  municipality  or
     quasi-governmental  entity  shall be  apportioned  at  Closing.  Until  the
     Closing,   Seller  shall  cause  the  tenant  pursuant  to  the  Lease  (as
     hereinafter  defined) to maintain all insurance  coverages  required by the
     Lease, and if the Lease terminates, Seller shall maintain in full force and
     effect  casualty  and  liability  insurance  in  respect  of  the  Property
     (casualty  insurance to provide  full  replacement  value  coverage for all
     buildings and other improvements upon the Property). Property taxes for the
     year of the Closing  shall be  prorated  through the day before the Closing
     Date.  If the actual  property tax and/or  assessment  bill for the year of
     Closing is not  available at Closing,  the  proration  for  property  taxes
     and/or  assessments  shall be based upon the most recent  years' tax and/or
     assessment  bills and shall be readjusted  by Seller and  Purchaser  within
     thirty (30) days following the receipt of the actual tax and/or  assessment
     bills for the year of Closing.  This  obligation  shall survive the Closing
     and the delivery of the deed hereunder.

10.  Purchaser may at any time prior to Closing assign this Agreement to another
     entity in which  Purchaser's  parent company holds a majority  interest and
     upon such assignment,  this Agreement shall in all respects be construed as
     if made in the first  instance by the  assignee  and the  Purchaser  herein
     shall have no further obligations whatsoever.

11.  In the event of default by Purchaser  hereunder,  Seller  acknowledges  and
     agrees that its sole remedy shall be to receive the earnest  money  deposit
     as liquidated  damages,  and not as a penalty,  in full satisfaction of any
     and all duties,  liabilities  and/or  obligations  on the part of Purchaser
     hereunder,  the parties  hereby  agreeing  that said amount is a reasonable
     forecast of just  compensation  for the harm that may be caused Seller as a
     result of Purchaser's  failure to consummate the  transaction  contemplated
     hereby  and that  Seller's  harm in the  event of  Purchaser's  failure  to
     consummate  the  transaction  contemplated  hereby  would be  incapable  of
     accurate estimation or very difficult to accurately estimate.

12.  [Intentionally Deleted].

13.  Any  condition  herein  which  is  intended  to be for the  benefit  of the
     Purchaser may be waived by the Purchaser in part or in full.

14.  Seller and  Purchaser  agree that this  Agreement,  including  the  annexed
     Schedules (and exhibits, if any),  constitutes the entire agreement between
     them  and  that   there  is  no   condition,   collateral   agreement,   or
     representation or warranty of any kind,  express or implied,  except as may
     be specifically  stipulated hereunder.  All covenants,  representations and
     warranties  herein  shall  survive  Closing.  All  Schedules  and  exhibits
     attached to this  Agreement  shall have the same force and effect as if the
     information contained therein was contained in the body of this Agreement.

15.  Any notice hereunder shall be in writing, delivered either personally or by
     prepaid  registered  mail or by facsimile by or to the other party,  at its
     last known mailing address or facsimile number, as the case may be.

16.  This Agreement  shall be read with all changes of gender or number required
     by the context. The words "herein", "hereunder" or similar expressions used
     in any paragraph of this Agreement  relate to the whole of this  Agreement,
     including the annexed  Schedules  (and exhibits,  if any) unless  otherwise
     provided.

<PAGE>


17.  Seller shall be solely responsible for the payment of any and all brokerage
     commissions  and/or  finder's  fees  which may be due  Highland  Commercial
     Group,  LLC and its  representative,  Jim Spittler in  connection  with the
     purchase and sale of the Property. Seller and Purchaser shall indemnify and
     hold each other  harmless from any other claims for  brokerage  commissions
     and/or  finder's  fees in  connection  with  the  purchase  and sale of the
     Property to the extent  claimed to be due and owing as a result of the acts
     of, or dealings with, the indemnifying party.

18.  During the  pendency  of this  Agreement,  and except as may be required in
     connection  with the  creation of the roadway to be located in the westerly
     portion of the  Property  (as  contemplated  in  Paragraph  4 of the Second
     Addendum to this Agreement) or in connection with the pending  Condemnation
     proceeding  (as  described in Paragraph 3 of the Second  Addendum),  Seller
     shall not grant or enter into any easement,  right of way,  lien,  lease or
     license or any instrument or agreement which encumbers or otherwise affects
     title to the Property, or the use, possession or enjoyment thereof, without
     the prior  written  consent of  Purchaser,  which consent may be granted or
     withheld by Purchaser in its reasonable discretion.

19.  The term  "Property"  as used  herein  shall  include  all  rights  and all
     appurtenances to or used in connection with the real property  described on
     Schedule A attached hereto, including without limitation, all rights, title
     and interests of Seller,  if any, in: (a) all minerals,  oil, gas and other
     hydrocarbon  substances  on and under the real  property,  if any;  (b) all
     development  rights,  air  rights,  water,  water  rights  and water  stock
     relating to the real property,  if any; (c) all rights to any land lying in
     the bed of any existing dedicated street,  road or alley adjoining the real
     property,  if any; (d) all strips and gores adjoining the real property, if
     any;  (e) all  other  easements,  rights  of way or  appurtenances  used in
     connection  with the beneficial use and enjoyment of the real property,  if
     any;  and (f)  all  improvements,  located  on,  appurtenant  to or used in
     connection with the real property.

20.  Seller and Purchaser agree that this Agreement and transaction contemplated
     herein shall remain  confidential and that no public  announcement  will be
     made in respect  thereof,  prior to  closing,  except as may be required by
     applicable  laws,  without the  agreement of both parties.  Seller  further
     agrees that Seller will not, at any time prior to the  termination  of this
     Agreement,  accept an offer to purchase from (conditional or unconditional)
     nor  otherwise  negotiate  with any  third  party  relating  to the sale or
     acquisition  of the Property,  whether or not same is  contingent  upon the
     completion of this transaction by the Seller and Purchaser.

21.  In the event of any  litigation  arising out of or in connection  with this
     Agreement, the prevailing party shall be awarded reasonable attorneys fees,
     costs and  expenses.  This  Agreement  shall be governed  and  construed in
     accordance with the laws of the state in which the Property is located.

22.  This  Agreement   shall   constitute   Seller's  and   Purchaser's   escrow
     instructions to the Title Company.


(The remainder of this page intentionally left blank)








<PAGE>

SCHEDULE  "A" (legal  description)  and  SCHEDULE  "B"  (Additional  Provisions)
attached hereto form part of this Agreement .

DATED at Greenwood Village, Colorado this 15th day of June, 1999.

                                     Purchaser
                                     CENTREFUND DEVELOPMENT (COLORADO) CORP.


                                     By: /s/ Perry A. Villanueba
                                     Its: Director of Development & Acquisitions

THE  UNDERSIGNED  accepts  the above  offer and  agrees to sell and  convey  the
Property upon the terms and conditions set forth herein.

DATED at Greenwood Village this 15th day of June, 1999.

                                     Seller
                                     Z-H, Ltd., a Colorado Limited Partnership


                                     By: /s/ Scott A. Hart
                                     Its: General Partner



                                     By: /s/ Michael J. Zaremba
                                     Its: General Partner

Chicago  Title of  Colorado,  Inc.  (the  "Title  Company")  hereby  accepts the
foregoing Agreement for Sale and Purchase,  hereby agrees to act as Escrow Agent
hereunder,  and hereby  agrees to comply with the  provisions of Section 6045 of
the Internal Revenue Code with respect to the transactions contemplated hereby.

                                     Chicago Title of Colorado, Inc.


                                     By: /s/  B. H. Bretz
                                     Its: Account Rep.
<TABLE>
<CAPTION>


                   ADDRESSES AND FACSIMILE NUMBERS FOR NOTICES
                   -------------------------------------------

<S>                                           <C>
Seller's Address and Facsimile Number         Purchaser's Addresses and Facsimile Numbers
-------------------------------------         -------------------------------------------
Z-H, Ltd., a Colorado Limited Partnership     Centrefund Development (Colorado) Corp.
c/o Walking Stick Golf Course                 Suite 100, 3838 Calgary Trail North
4301 Walking Stick Blvd., Pueblo, CO 81001    Edmonton Alberta, Canada T6J7A9
Telephone No.:  (719) 584-3400                Telephone No.: (780) 435-1444
Fax No.:                                      Fax No.:  (780) 434-9333
Attention:  Mr. Mike Zaremba                  Attention:  Mr. Henry Bereznicki

With a copy to:                               with copies to:

Tim McKenna, Esq.                             Centrefund Development (Colorado) Corp.
Flynn, McKenna, Wright and Karsh              7000 East Belleview Avenue, Suite 203
111 South Tejon, Suite 202                    Greenwood Village, Colorado  80111
Colorado Springs, CO 80903                    Telephone No.: (303) 221-1444
Telephone No.:  (719) 578-8444                Fax No.:  (303) 221-1119
Fax No.:  (719)  578-8836
                                              Attention:  Mr. Perry A. Villanueba
And
Robert E. Thrailkill
Bishop Capital Corporation
716 College View Drive
Riverton, WY 82501
Fax No.:  (307) 856-1851
Telephone No.: (307) 856-3800

and
Title Company's Address and Facsimile Number  David J. Wiener, Esq.
Chicago Title of Colorado, Inc.               2401 PGA Boulevard, Suite 280
1875 Lawrence Street, Suite 1200              Palm Beach Gardens, Florida 33410
Denver, Colorado 80202                        Telephone No.: (561)  624-2988
Telephone No.:  (303)  291-9951               Fax No.:  (561) 624-9507
Fax No.:  (303)      -
                                              and
                                              Centrefund Development (Colorado) Corp.
                                              2851 John Street, Suite One
                                              Markham, Ontario, Canada L3R 5R7
                                              Telephone No.: (905) 477-9200
                                              Fax No.:  (905) 477-7390
                                              Attention:  Mr. Robert S. Green
</TABLE>
<PAGE>

                                   EXHIBIT "A"

                          Legal Description of Property


     Lot 1, Hitters Haven  Subdivision,  City of Colorado Springs,  County of El
Paso, Colorado.



<PAGE>

                                  SCHEDULE "B"
                                  ------------
              Additional Provisions (For Vacant Land Acquisitions)
              ----------------------------------------------------

                                    ADDENDUM

THIS ADDENDUM IS ANNEXED TO AND FORMS A PART OF THAT CERTAIN  AGREEMENT FOR SALE
AND PURCHASE DATED AS OF THE 15th DAY OF JUNE,  1999 BY AND BETWEEN Z-H, LTD., A
COLORADO LIMITED PARTNERSHIP,  AS SELLER, AND CENTREFUND  DEVELOPMENT (COLORADO)
CORP., AS PURCHASER.

     1.  Addendum  takes  precedence.  In the event of any conflict  between the
terms and  provisions  of this  Addendum  and the terms  and  provisions  of the
Agreement for Sale and Purchase to which this Addendum is annexed, the terms and
provisions of this Addendum shall take  precedence and control.  As used herein,
the term  "Agreement"  shall be deemed  to mean and refer to the  aforementioned
Agreement for Sale and Purchase,  as modified and supplemented by this Addendum.
Unless  otherwise  indicated,  capitalized  terms  used  herein  shall  have the
meanings,  respectively,  ascribed  to them  in  said  Agreement  for  Sale  and
Purchase.

     2. Investigation Period.

          A.  Subject to the  approval by the Tenant (the  "Tenant's  Approval")
pursuant  to the Lease (as  hereinafter  defined),  which  approval  Seller will
diligently  and with its good faith  efforts  pursue,  Purchaser  shall have the
right during the Investigation Period to conduct all requisite (as determined by
Purchaser) investigations as to the Property and all factors concerning same and
to perform,  conduct  and/or  obtain all tests,  studies,  feasibility  studies,
examinations and other reasonable  activities as Purchaser may deem necessary or
desirable  in  order  to  underwrite  Purchaser's  proposed  acquisition  of the
Property and to determine,  among other things,  the suitability of the Property
for  development and use in the manner  contemplated by Purchaser,  the economic
feasibility of such  development and use, and the  availability of all necessary
governmental and other permits, approvals, consents and licenses. [The foregoing
activities,   etc.  are  hereinafter  sometimes   collectively  referred  to  as
"Purchaser's  Permitted   Activities"].   For  the  purpose  of  conducting  and
performing  Purchaser's  Permitted  Activities,  Purchaser  and  its  employees,
agents,  and  independent  contractors  shall have the right and  license,  both
during and after the Investigation  Period (but subject to the Tenant's Approval
to enter onto the Property and to discuss the Property and Purchaser's  proposed
acquisition,  development  and use  thereof  with  any and  all  persons  and/or
entities (including any and all governmental and/or quasi-governmental agencies,
bodies and officials) deemed appropriate by Purchaser. Purchaser shall carry out
Purchaser's  Permitted  Activities  at its sole  expense  and shall  repair  any
physical  damage  to the  Property  that  may be  caused  as a  result  thereof.
Additionally,  Purchaser  shall  indemnify,  defend  and save  and  hold  Seller
harmless  of, from and against any and all losses,  costs,  expenses  (including
reasonable  attorneys  fees and court  costs at all levels of  proceedings)  and
liabilities  which arise from any such entry or work upon the  Property.  In the
event that,  within 90 days  following the Effective  Date,  Seller is unable to
secure any Tenant's  Approval that may be required  pursuant the Lease to permit
Purchaser's  Permitted  Activities,  it  shall  so  notify  the  Purchaser,  and
Purchaser  may within 30 days after  receipt of such notice,  elect to terminate
this Agreement by written  notice to Seller.  In the event  Purchaser  elects to
terminate this Agreement, its Earnest Money Deposit,  together with any interest
earned thereon,  shall be returned to it and this Agreement shall  thereafter be
null and void.

          B.  This  Agreement  shall  be  deemed  to  have  been   automatically
terminated,  and Purchaser  shall be entitled to receive an immediate  refund of
all sums deposited by it hereunder,  together with all accrued interest thereon,
and each party hereto shall be relieved of and from all liability and obligation
to the other  hereunder,  unless Purchaser shall have notified Seller in writing
at or prior to the  expiration of the  Investigation  Period,  that Purchaser is
satisfied  with the results of its  investigations  as to the  Property and that
Purchaser has elected to proceed forward with the acquisition of the Property.

          C. Seller  agrees to  cooperate  fully with  Purchaser,  at no cost to
Seller,  in connection  with the conduct by Purchaser of  Purchaser's  Permitted
Activities  and in  connection  with the  efforts of  Purchaser  to satisfy  the
Special Conditions  referred to in Paragraph 3 below. To this end, Seller agrees
that it shall (i) within not more than five (5) business days following  request
therefor  execute and deliver to Purchaser any and all  documents,  instruments,
applications  or  the  like  as may  be  required  by  Purchaser  in  connection
therewith,  and (ii) use its good  faith to assist  Purchaser  in  securing  all
consents, permits, approvals, and the like as shall be necessary or desirable in
connection  with the proposed  development and use of the Property in the manner
contemplated  by  Purchaser,  provided,  however,  that  no  consents,  permits,
approvals or the like shall  become  final and binding  upon the Property  until
Closing shall have occurred and title to the Property is vested in Purchaser.

          D. Within five (5)  business  days  following  the  execution  of this
Agreement by the parties,  Seller shall  deliver to Purchaser  full and complete
copies of the following  items (the  "Documents"):  all surveys,  studies,  test
reports,  permits,  approvals,   licenses  and  other  data,  documentation  and
information relating to the Property which are in Seller's possession or control
or which are in the possession or control of Seller's  agents,  employees and/or
professionals.

     3.  Special   Conditions.   Purchaser's   obligations  in  respect  of  the
transaction  contemplated herein are and shall also be subject to and contingent
upon the satisfaction (or written waiver by Purchaser) of the following  special
condition(s):

          A. that within Two Hundred Forty ( 240 ) days following the expiration
of the Investigation Period,  Purchaser shall have entered into satisfactory (as
determined   by  Purchaser  in  its  absolute   discretion)   leasing  or  other
arrangements with at least one tenant or other occupant of Purchaser's  proposed
development.

          B. that within Two Hundred Forty ( 240 ) days following the expiration
of the Investigation  Period,  Purchaser shall have received final site plan and
development  plan approval and all access and other permits (other than building
permits  for  vertical  construction),   consents,   licenses,   authorizations,
approvals and the like from all applicable  governmental and  quasi-governmental
agencies,  bodies,  and officials  having  jurisdiction  over the Property which
Purchaser shall deem necessary and/or appropriate (hereinafter the "Governmental
Approvals") in order to enable Purchaser,  immediately  following the closing of
title to the Property,  to commence full  development and use of the Property in
the manner  described  contemplated  by Purchaser,  to wit: as a retail shopping
center  containing  not less than 307,200  square feet of gross  leasable  floor
space,  together with all related  appurtenances and amenities.  Anything in the
foregoing to the contrary notwithstanding, no Governmental Approval shall become
final and binding upon the Property  until Closing shall have occurred and title
to the Property is vested in Purchaser.

     4.  Closing  Date.  If  this  Agreement  shall  not  previously  have  been
terminated  pursuant  to  any  other  provision  hereof,  then  the  transaction
contemplated  herein shall be closed and the Deed and other closing papers shall
be  delivered  on the date (the  "Closing  Date")  which shall be the 1st day of
November,  2000, or such earlier date as the parties may mutually  agree. If any
of the general  conditions  precedent  set forth in  Paragraph 6 below shall not
have been  satisfied  by the Closing  Date  determined  in  accordance  with the
preceding sentence, then Purchaser shall be entitled to elect, by written notice
delivered to Seller prior to the such date, either: (i) [intentionally deleted];
or (ii) to  terminate  this  Agreement,  in which event,  all sums  deposited by
Purchaser  hereunder,  together  with all  interest  accrued  thereon,  shall be
immediately  refunded  to  Purchaser;  or  (iii)  to waive  the  requirement  of
satisfaction of the outstanding condition(s) precedent and proceed to close this
transaction in accordance with the other terms of this Agreement; and/or (iv) in
the event  that the  failure of any  general  condition  precedent  set forth in
Paragraph  6 below  shall  also  constitute  a  default  by  Seller  under  this
Agreement,  to treat the same as a default  and pursue  all legal and  equitable
remedies  available  to  Purchaser,  provided,  however,  that in no event shall
Seller be liable for  damages in an amount in excess of  $75,000.00,  and in the
event  that  Seller is  ordered  to  disgorge  the net  proceeds  from a sale or
transfer of the Property, such additional sums as may be required to effect such
order.

     5.  Representations and Warranties of Seller.  Seller hereby represents and
warrants to Purchaser as follows:

          A. Authority of Seller. Seller is the owner of the Property subject to
the provisions of the Lease and has the right, power and authority to enter into
this  Agreement  and to sell and convey the Property to Purchaser in  accordance
with the terms and conditions hereof.

          B. [Intentionally Deleted]

          C. No Moratorium.  Except as is otherwise set forth in this Agreement,
Seller has  received no notice and has no actual  knowledge  of any  existing or
threatened moratorium or of any other fact which would or might adversely affect
or  prohibit  the  Property  from  being   developed  and  used  in  the  manner
contemplated  by  Purchaser  or which would or might  increase,  in any material
respect, the costs associated with such development and/or use of the Property.

          D. No  Violations.  Seller  has  received  no notice and has no actual
knowledge of any violation of any law, regulation, ordinance or deed restriction
which relates to the Property.

          E. No Contracts or  Commitments.  Except as is otherwise  set forth in
this  Agreement or disclosed in the Title  Commitment,  there are no outstanding
contracts,  agreements,  commitments or obligations of any nature between Seller
and any federal, state, regional, local or other governmental, administrative or
quasi-governmental  body or agency or  between  Seller  and any other  person or
entity which do or may affect or bind the Property,  the development  and/or use
thereof,  or any subsequent owner or developer of the Property,  nor does Seller
have any  knowledge of any such  contract,  agreement,  commitment or obligation
which may have been entered into or undertaken by others.

          F. No Hazardous Waste. To Seller's actual  knowledge,  no toxic and/or
hazardous wastes, as defined by Federal and/or by the laws of state in which the
Property  is  located,  have  been  used or stored  in,  on,  under or about the
Property,  and,  to  Seller's  knowledge,  neither  the  Property  nor any lands
adjacent thereto is contaminated by any such toxic or hazardous  materials.  The
Property is not presently being used, and to Seller's actual knowledge,  neither
the Property nor any lands  adjacent  thereto has in the past been used, for the
handling, storage, manufacturing, refining, transportation or disposal of "Toxic
Material",  "Hazardous  Substances" and "Hazardous  Waste",  including,  without
limitation,   any  flammable  explosives,   radioactive   materials,   hazardous
materials, hazardous wastes, hazardous or toxic substances or related materials,
defined in the Comprehensive Environmental Response, Compensation, Liability Act
of 1980,  as  amended  (42  U.S.C.  ss.960  et  seq.)  the  Hazardous  Materials
Transportation  Act,  as amended  (42  U.S.C.  ss.1801  et seq.),  the  Resource
Conservation  and  Recovery  Act,  as amended (42 U.S.C.  ss.9601 et seq.),  the
regulations adopted and publications  promulgated  pursuant to the foregoing and
any  other  federal,  state  or  local  environmental  law,  ordinance,  rule or
regulation.

          Seller has not received any summons,  citation,  directive,  letter or
other  communication,  written  or oral,  from any  Governmental  Authority  (a)
indicating  that the  Property  is or has  been  the site of any oil,  hazardous
waste,  or other toxic  substance  activity or storage,  or (b)  concerning  any
intentional  or  unintentional  action or omission  on  Seller's  part which has
resulted  in the  releasing,  spilling,  leaking,  pumping,  pouring,  emitting,
emptying or dumping of "Toxic  Material",  "Hazardous  Substances" or "Hazardous
Waste" into  waters or onto lands of the state in which the  Property is located
or into waters  outside  the  jurisdiction  of such state where  damage may have
resulted  in the  lands,  waters,  fish,  shellfish,  wildlife,  air  and  other
resources owned, managed, held in trust or otherwise controlled by such state.

          G. No Litigation, Etc. Except as otherwise set forth in this Agreement
or in the  Title  Commitment,  no  action,  litigation,  proceeding  (including,
without  limiting the generality of the foregoing,  any  condemnation or eminent
domain proceedings or any plan or action to widen, close or otherwise materially
modify any means of access to, or public  street  adjacent to, the  Property) or
investigation is pending or, to the knowledge of Seller,  threatened  against or
relating to the Property or any part thereof.

          H.  No  Assessments,  Etc.  Except  as  otherwise  set  forth  in this
Agreement  or in the Title  Commitment  or as may be levied or  assessed  by the
special districts  currently in place,  Seller has received no notice and has no
actual knowledge that any governmental or quasi-governmental agency or authority
intends to impose or has  imposed any  special or other  assessment  against the
Property  or any part  thereof  in  connection  with  any  special  or  off-site
improvement which might affect the Property or the use or development thereof or
otherwise.

          I.  Condition  of  Property;   Disclaimer  of  Warranties.   Purchaser
acknowledges and agrees that, except as set forth in this Agreement,  Seller has
not  made,   does  not  make  and   specifically   negates  and   disclaims  any
representations,  warranties,  promises, covenants,  agreements or guaranties of
any kind or character  whatsoever,  whether express or implied, oral or written,
past, present or future, of, as to, concerning or with respect to (a) the value,
nature, quality or condition of the Property, including, without limitation, the
water, soil and geology; (b) the income to be derived from the Property; (c) the
suitability of the Property for any and all activities and uses which  Purchaser
may conduct thereon; or, (d) the habitability,  merchantability,  marketability,
profitability  or fitness for a particular  purpose of the Property;  and Seller
specifically  disclaims  any  representations   regarding  compliance  with  any
environmental protection, pollution or land use laws, rules, regulations, orders
or  requirements,  including solid waste,  as defined by the U.S.  Environmental
Protection  Agency  regulations  at 40  C.F.R.,  Part 261,  or the  disposal  or
existence,  in or on the Property,  of asbestos or any hazardous  substance,  as
defined by the Comprehensive  Environmental  Response Compensation and Liability
Act of 1980, as amended, and regulations promulgated thereunder.

          Purchaser  further  acknowledges and agrees that having been given the
opportunity  to inspect the  Property,  Purchaser  is relying  solely on its own
investigation  of the  Property  and not on any  information  provided  or to be
provided  by  Seller  or  Broker  other  than  information  referred  to in this
Addendum, or as set forth elsewhere in the Agreement

          Purchaser  further   acknowledges  and  agrees  that  any  information
provided  or to be  provided  by or on  behalf  of Seller  with  respect  to the
Property was obtained from a variety of sources and that Seller has not made any
independent  investigation  or  verification  of such  information  and makes no
representations  as to the accuracy or completeness of such  information,  other
than that Seller has no actual  knowledge that any of such information is false,
incomplete or misleading.

          Seller  is not  liable or bound in any  manner by any oral or  written
statements,  representations or information  pertaining to the Property,  or the
operation thereof, furnished by any real estate broker, agent, employee, servant
or other person.

          Purchaser  further  acknowledges and agrees that to the maximum extent
permitted  by law,  and except as  otherwise  provided  herein,  the sale of the
Property as provided for herein is made on an "AS IS"  condition  and basis with
all faults.

          The  Colorado  Department  of  Health  and  the  U.  S.  Environmental
Protection Agency ("EPA") have detected  elevated levels of naturally  occurring
radon in structures in the Colorado  Springs area. EPA has raised  concerns with
respect to adverse effects on human health of long-term  exposure to high levels
of radon.  Purchaser may conduct radon tests to determine the possible  presence
of radon in the Property and may conduct such other  investigations  and consult
such  experts as  Purchaser  deems  appropriate  to  evaluate  radon  mitigation
measures that can be employed in the design and  construction of improvements on
the  Property.   Purchaser  shall  rely  solely  upon  such  investigations  and
consultations and acknowledges that Seller has made no  representation,  express
or implied,  concerning  the presence or absence of radon in the  property,  the
suitability  of the  Property  for  development  or the  design or  construction
techniques,  if any,  that  can be  employed  to  reduce  any  radon  levels  in
improvements built on the Property.

          It is understood  and agreed that the Purchase Price has been adjusted
by prior  negotiation  to reflect that all of the Property is sold by Seller and
purchased by Purchaser subject to the foregoing.

          Unless  Seller  shall give prior  written  notice to  Purchaser of the
occurrence  of an event  subsequent  to the date  this  Agreement  is  signed by
Seller, that makes any of the foregoing  representations untrue or incorrect (an
"Event  Notice"),  the  foregoing  representations  of Seller  shall be true and
correct in all  material  respects as of the Closing Date as if restated on that
date and shall survive the closing of the transaction  contemplated herein for a
period of 12 months. Should the Seller give Purchaser an Event Notice, Purchaser
shall have a period of thirty (30) days  thereafter to conduct an  investigation
(the "Event Investigation") of the impact of the occurrence of such event on its
purchase and intended use of the Property, and should it determine,  in its sole
discretion,  that such event has a material adverse effect,  Purchaser may elect
to terminate  this Agreement by giving written notice to Seller within seven (7)
days  following the end of such thirty (30) day period.  In the event  Purchaser
elects to terminate this Agreement, its Earnest Money Deposit, together with any
interest  earned  thereon,  shall be  returned  to it and this  Agreement  shall
thereafter be null and void. If  necessary,  the Closing shall be  automatically
extended to accommodate the time periods provided for in this paragraph.

     6. General  Conditions  Precedent to Purchaser's  Obligations.  Purchaser's
obligations in respect of the transaction  contemplated  herein are and shall be
subject to and contingent upon the satisfaction (or written waiver by Purchaser)
at or prior to the  closing  of  title  to the  Property  of each and all of the
following general conditions:

          A. The  representations of Seller as set forth above shall be true and
correct in all material respects as of the date of the closing as if restated on
that date.

          B. Seller shall have duly performed all of the obligations on its part
to be performed hereunder.

          C. There shall be no existing or  threatened  moratorium or other fact
or circumstance  (e.g.,  restrictions,  hazardous  waste,  absence of utilities,
etc.) which might  prohibit,  postpone,  interfere  with or otherwise  adversely
affect the development and/or use of the Property in the manner  contemplated by
Purchaser or which might increase, in any material respect, the costs associated
with such development and/or use.

          D. There shall be no  violation of any law,  regulation,  ordinance or
deed  restriction  affecting  or relating to the  Property  which would or might
adversely  affect  the  development  or  use  of  the  Property  in  the  manner
contemplated  by  Purchaser  or which would or might  increase,  in any material
respect, the costs associated with such development and/or use.

          E.  Except for the Lease and its  termination  as is  contemplated  by
Paragraph  6 of the  Second  Addendum,  Seller  shall be in full  and  exclusive
possession  of all of the Property,  and no other  person,  firm or entity shall
have any right to acquire,  lease,  occupy or otherwise have or be in possession
of any portion thereof.

          F. [Intentionally Deleted].

          G. Between the  Effective  Date of this  Agreement and the date of the
Closing,  there shall have been no changes in the requirements of the applicable
planning,  zoning,  land development and/or building codes which would postpone,
prevent,  impair or otherwise  interfere with the development  and/or use of the
Subject  Project  as  contemplated  by  Purchaser  or which  might  render  such
development  and/or  use more  expensive  than  would be the  case  absent  such
change(s).

     7. Signage. At any time following the Effective Date of this Agreement, but
subject to the approval of the Tenant  pursuant to the Lease (which approval the
Seller shall use  diligence  and its good faith efforts to obtain not later than
90  days  following  the  Effective  Date),  Purchaser  shall  be  entitled,  at
Purchaser's  expense,  and  subject  to receipt by  Purchaser  of all  necessary
permits,   to  place  development  and/or  leasing  signs  on  the  Property  at
location(s) to be designated by Purchaser.

     8. Intentionally Deleted.

     9. Intentionally Deleted.

<PAGE>


     IN WITNESS WHEREOF,  Seller and Purchaser have executed this Addendum as of
the day and year first above written.


Signed, sealed and delivered           SELLER:
in the presence of:
                                       Z-H, LTD., A COLORADO LIMITED PARTNERSHIP


                                       By: /s/ Scott A. Hart
PRINT NAME OF WITNESS BELOW:           Its General Partner

- - - - - - - - - - - - - - - -
                                       And By: /s/ Michael J. Zaremba
PRINT NAME OF WITNESS BELOW:           Its General Partner

- - - - - - - - - - - - - - - -
                                       Date: June 15, 1999

                                       PURCHASER:

                                       CENTREFUND DEVELOPMENT (COLORADO) CORP.,


PRINT NAME OF WITNESS BELOW:           By: /s/ Perry A. Villanueba
                                       Perry A. Villanueba,
- - - - - - - - - - - - - - - -        Director of Development & Acquisitions

                                       Date: June 15, 1999
PRINT NAME OF WITNESS BELOW:

- - - - - - - - - - - - - - - -

<PAGE>

                                 Second Addendum

     This  Second  Addendum  is  annexed  to and  forms a part  of that  certain
Agreement  for  Sale  and  Purchase   between  Z-H,  Ltd.,  a  Colorado  Limited
Partnership ("Seller") and Centrefund Development (Colorado) Corp. ("Purchaser")

     1. Second Addendum Takes  Precedence.  In the event of any conflict between
the terms and provisions of this Second Addendum and the terms and provisions of
the  Agreement  for  Sale  and  Purchase   referred  to  above  (as   heretofore
supplemented  and amended),  the terms and  provisions  of this Second  Addendum
shall take precedence and control.  Unless the context requires  otherwise,  the
term  "Agreement"  as used  herein  shall be  deemed  to mean  and  refer to the
aforementioned  Agreement for Sale and Purchase, as heretofore  supplemented and
amended, and as further supplemented, modified and amended pursuant to the terms
and provisions of this Second Addendum.

     2. General Statement of Facts.

          A. When  Seller  originally  caused  the  Property  to be platted as a
     single  lot in  accordance  with the  ordinances  of the  City of  Colorado
     Springs, Colorado ("City"), the City imposed on the Property the obligation
     to install drainage improvements (the "Drainage  Improvements") to the Sand
     Creek  drainage  channel that is located  within the Property,  on its west
     side. To assure the City that the Drainage Improvements would be installed,
     Seller posted and has  maintained  with the City a standby letter of credit
     (the "Letter of Credit"), the current amount of which is $261,747.20.

          B. The Property is encumbered by a Deed of Trust recorded at Book 6670
     at Page 1361 of the Records of the Clerk and  Recorder  of El Paso  County,
     Colorado (the "Deed of Trust"). The Deed of Trust secures a promissory note
     in the original face amount of $466,000, the present holder of which is the
     Small Business Administration.

          C. The Property is leased  pursuant to a "Ground  Lease" (the "Lease")
     dated  October 21, 1997,  in which Seller is the  "Landlord"  and Metrogolf
     Incorporated  is the original  "Tenant",  Metrogolf  Incorporated's  rights
     pursuant to the Lease  having been  assigned to Family Golf  Centers,  Inc.
     Purchaser has been provided with a copy of the Lease to review prior to its
     execution of this Agreement.

          D. Seller is related to an entity,  Bishop  Powers,  Ltd.,  a Colorado
     limited partnership  ("Bishop Powers"),  which owns both the adjacent tract
     of land  from the south of the  Property  to  Galley  Road  (the  "Southern
     Tract"), and other property to the north of the Property across Palmer Park
     Boulevard  (the  "Northern  Tract").  The Seller and Bishop Powers are both
     involved in a condemnation  proceeding (the  "Condemnation")  instituted by
     the City of Colorado Springs, Colorado ("City"), in which the City seeks to
     condemn a permanent  easement for a sewer line  approximately 20 foot wide,
     and during the course of construction,  an additional construction easement
     (together,  the  "Easement"),  from  Galley  Road on the  south  end of the
     Southern  Tract through the Southern  Tract,  the Property and the Northern
     Tract to the north end of the  Northern  Tract.  Seller  has fully  advised
     Purchaser  of  the  Condemnation,  and  the  location  of  Easement  on the
     Property.  Because  the  City  has  the  power  of  eminent  domain  in the
     Condemnation, the likely outcome is that the City will acquire the Easement
     and either pay monetary compensation to the owners of the property affected
     by the taking of the Easement or in lieu of monetary compensation, agree to
     install  drainage  or  road   improvements  that  would  otherwise  be  the
     obligations of the owners.

          E. In order to provide  access to the Southern  Tract from Palmer Park
     Boulevard  and access to the  Property  from Galley Road, a road (the "City
     Street") must be constructed,  the proposed  location of which is generally
     along  the  western  side of both  the  Property  and the  Southern  Tract,
     adjacent to the Easement.  The parties  contemplate  that the proposed City
     Street shall be dedicated  or conveyed to the City,  and will  therefore be
     required to be constructed  in a manner that will meet all City  ordinances
     and requirements.

     3. Condemnation.

          A.  Definitions:   For  purposes  of  this  Agreement,  the  following
     definitions shall apply:

          "Taking"  shall  mean  the  transfer  of any  easement  affecting  the
     Property to the City as a result of the Condemnation.

          "Monetary  Payment"  shall  mean the  amount of the funds  payable  as
     compensation for the Taking.

          "Improvements  Agreement"  shall mean any  agreement  reached with the
     City as a  negotiated  settlement  of the  Condemnation  in which  the City
     agrees,  in  lieu of all or any  part of a  Monetary  Payment,  to  install
     improvements  on  the  Property  as  compensation   for  the  Taking.   Any
     Improvements  Agreement shall describe the  improvements to be installed on
     the Property by the City, and the time by which such  improvements  must be
     completed.

          "Attributed  Value" shall mean (a) the value of the improvements to be
     installed by the City as set forth in the Improvements Agreement, or, if no
     such value is established in the Improvements Agreement, then (b) the value
     of such  improvements as established by a bid for the  construction of such
     improvements  made  by  a  contractor   mutually  selected  by  Seller  and
     Purchaser.

          B.  Prior  to End of  Investigation  Period.  Prior  to the end of the
     Investigation  Period,  the Seller shall be solely  responsible for all the
     negotiations  with  the  City  with  respect  to the  Condemnation,  and if
     litigation  arises  out  to  the  Condemnation,   for  prosecution  of  the
     Condemnation  proceeding  as it may affect  the  Property.  If,  during the
     Investigation Period, the Condemnation is concluded,  whether by negotiated
     settlement  or  litigation,  Purchaser  may review the results and if it is
     dissatisfied  (in  its  own  unfettered   discretion)  with  such  results,
     Purchaser  may elect to  terminate  this  Agreement  by  written  notice to
     Seller, and upon such notice being given, the Title Company shall return to
     Purchaser its Earnest Money Deposit and any interest accrued  thereon,  and
     this Agreement shall thereafter be null and void.

          C. Prior to Closing.  If the Condemnation  proceeding is not concluded
     prior to the end of the  Investigation  Period,  and if  Purchaser  has not
     elected to terminate this  Agreement,  then Purchaser  shall be entitled to
     participate,  at Purchaser's cost, in the proceedings  associated with such
     Condemnation  and taking and in any  negotiations  relating to any possible
     settlement thereof.  Seller agrees not to enter into any settlement of such
     proceedings without Purchaser's prior written consent,  such consent not to
     be unreasonably withheld. The parties acknowledge that the SBA, pursuant to
     the Deed of Trust,  and the  Tenant,  pursuant to the Lease,  have  certain
     approval  rights with respect to any  resolution of the  Condemnation,  and
     agree to cooperate  fully with one another to secure to approval of the SBA
     and Tenant to any  resolution  of the  Condemnation  which the parties have
     agreed upon.

          D. Following  Closing.  If an award or settlement in the  Condemnation
     proceeding shall not have been fixed or agreed upon prior to Closing,  then
     Seller shall, at Closing,  assign to Purchaser all of its rights, title and
     interest in and to the award  and/or  settlement  payable in respect of the
     Property,  and  Purchaser  shall  thereupon  be  entitled to pursue its own
     separate  claim in such  proceedings,  provided,  however,  that out of any
     award or settlement Purchaser may obtain,  Purchaser shall reimburse Seller
     for any costs and  expenses it incurred  with  respect to the  Condemnation
     proceeding,  not to exceed twenty-five  percent (25%) of the amount of such
     award or settlement.

          E. Allocation of Award Among Owners.  Any Monetary Payment which shall
     be disbursed  prior to Closing or which shall be fixed or agreed upon prior
     to Closing, but payable thereafter, or any Attributed Value that shall have
     been fixed prior to Closing,  shall, if not already allocated  specifically
     to the Property by the award or  settlement,  be  allocated  among the then
     owners of the Southern  Tract,  the  Property and the Northern  Tract on an
     equitable  basis,  taking into account the relative  values of the affected
     properties, as determined by independent appraisal.

          F. Credit to Purchaser. If the Condemnation has been resolved prior to
     Closing,  Purchaser  shall be  entitled  to a net credit at Closing  (i.e.,
     amount of Monetary Payment or Attributed Value,  less reasonable  attorneys
     fees and other  direct  costs  incurred  by Seller in  connection  with the
     condemnation  proceedings  - such  attorneys  fees and  direct  costs to be
     limited to a maximum of 25% of the Monetary  Payment or  Attributed  Value)
     for its share of such award or settlement.

     4.  Construction  of  Roadway.  Within  seven (7) days  following  Seller's
receipt of each of the items noted below, but not less than forty-five (45) days
prior to the end of the Investigation  Period, Seller shall deliver to Purchaser
the following (the "Road  Documentation):  (a)  information  with respect to the
location, width, curb cuts and associated easements for that portion of the City
Street that is to be located on the Property (the "Road"), all of which shall be
in accordance  with  applicable  City  ordinances  and rules and shall reflect a
location  described in Paragraph 2E of this Second Addendum,  and, (b) if Seller
is to install the Road,  (y) the identity and  qualifications  of the contractor
Seller  proposes to engage to perform the work of  construction of the Road (the
"Road  Work"),  and (z) a  construction  budget for the Road Work,  prepared  by
Seller acting in good faith and based on a preliminary  bid from such contractor
(the "Road Work Budget").  In the event that Purchaser shall have any reasonable
objection to any of the Road Documentation, it shall so notify Seller in writing
within  Thirty  (30)  days  after its  receipt  of the Road  Documentation  (the
"Objection  Period"),  specifying  its  objections  and  its  suggested  remedy.
Purchaser  shall be deemed to have  waived any  objection  it may have  unless a
written notice thereof is given within the Objection  Period.  If such notice is
received  by Seller as set forth  above,  and if Seller and  Purchaser  have not
agreed in writing to a  settlement  thereof on or before  five (5) days prior to
the end of the Investigation  Period, this Agreement shall terminate on the last
day of the Investigation  Period,  unless, prior to the end of the Investigation
Period Seller  receives  notice from Purchaser  waiving its  objections.  In the
event this  Agreement is terminated in  accordance  with the  provisions of this
paragraph, the Title Company shall return to Purchaser its Earnest Money Deposit
and any interest  accrued  thereon,  and this Agreement shall thereafter be null
and void.

     Seller and Purchaser shall share,  on an equal 50/50 basis,  all reasonable
and necessary  costs  (including  both "hard" and "soft" costs paid to unrelated
third  parties)  incurred by Seller in planning and  constructing  the Road (the
"Road Costs"), provided,  however, that the Road Costs shall be substantially in
keeping with the Road Work Budget, and, provided further, that if the City shall
perform any part of the Road Work as a consequence of an Improvements Agreement,
the Seller shall be deemed to have incurred and paid for Road Costs equal to the
Attributed Value for such Road Work performed by the City.

     Unless  the City  shall be  responsible  for the Road Work  pursuant  to an
Improvements Agreement,  then not later than the date upon which Purchaser shall
commence  construction  of the first phase of the shopping center proposed to be
developed by Purchaser upon the Property, Seller shall contract for and cause to
be commenced, and thereafter diligently pursued to completion,  the Road. To the
extent available on the Property  without  detracting from the amount of on-site
fill, if any, which  Purchaser may need for such project,  fill required for the
Road may come,  where feasible,  from other areas of the Property  designated by
Purchaser.  Unless the Road is constructed by the City,  Seller shall  supervise
the  construction  of the Road  Work in order to ensure  that the same  shall be
constructed  and  completed in a good and  workmanlike  manner and in accordance
with the  approved  (i.e.,  by Purchaser  and all  applicable  governmental  and
quasi-governmental agencies) plans and specifications therefor and in accordance
with all applicable governmental regulations.

     In the event that either (a) the Road Work has been  completed  at the time
Closing occurs, or, (b) the City is responsible for the Road Work pursuant to an
Improvements  Agreement (and out of the credit granted to Purchaser in Paragraph
3F of this Second  Addendum),  Purchaser  shall,  at Closing,  pay to Seller its
share of the Road Costs.

     If the  Road  Work  has not  been  commenced  or  completed  at the time of
Closing,  and the City is not  responsible  for the  Road  Work  pursuant  to an
Improvements Agreement,  then in order to secure payment by Seller and Purchaser
of their  respective  shares of the Road Cost: (x) a sum sufficient to cover one
hundred ten percent (110%) of Seller's  aforesaid  share of the Road Work Budget
shall be  deducted  from the sums  otherwise  payable to Seller at  closing  and
placed in escrow with the Escrow  Agent  referred to in the  Agreement;  and (y)
Purchaser shall  simultaneously  deposit with such Escrow Agent a sum sufficient
to cover one hundred ten percent  (110%) of Purchaser's  aforesaid  share of the
Road Work Budget. At the option of either party, such party shall be entitled to
post, in lieu of the cash deposit  referred to above,  an irrevocable  letter of
credit in that amount,  issued by a  reputable,  financially  responsible  local
bank.  However,  upon commencement of construction,  any party having posted any
letter of credit  shall be  obligated  to replace such letter of credit with the
required cash deposit,  failing which the Escrow Agent shall, upon demand by the
other party,  and after  having given not less than ten (10) days prior  written
notice to the party who  posted  the letter of  credit,  call any  letter(s)  of
credit which has (have) not been so  replaced.  Seller shall be entitled to draw
funds from such escrowed sum not more frequently than once each month to pay for
bona fide Road Costs incurred by Seller for properly constructed, lien-free work
in place as a part of the required improvements,  as certified by the consulting
engineer  supervising  the Road Work, and as verified and approved by Purchaser,
acting  reasonably.  A copy  of  each  draw  request,  together  with  necessary
supporting  documentation,  shall be delivered  to Purchaser  for its review and
approval  (not to be  unreasonably  withheld  or delayed) at least five (5) days
prior  to the  date  upon  which  the  requested  draw is to be  funded.  Unless
Purchaser, acting reasonably, shall have objected thereto in writing, the Escrow
Agent shall be entitled to fund Seller's draw request upon the expiration of the
fifth (5th) day following  Purchaser's receipt of the documentation  relating to
that draw request.  Should  Purchaser object to the funding of any draw request,
the matter shall be submitted to arbitration  by a panel  consisting of Seller's
consulting  engineer,  Purchaser's  consulting  engineer,  and a third  engineer
selected by mutual  agreement of the first two engineers  (or, if such first two
engineers shall be unable to agree upon the choice of a third engineer,  a third
engineer  selected by the  president or any vice  president  or other  executive
officer  of  the  El  Paso  County   Board  of  Realtors   (or  the   equivalent
organization).  In the  event  that  Seller  shall  fail to  commence,  as above
provided, and thereafter complete all of the Road Work within one hundred twenty
(120) days  following  the date of  commencement  thereof,  then, in such event,
Purchaser shall have the right,  but not the obligation,  upon written notice to
Seller,  to assume  control  of the Road  Work and to  complete  same  utilizing
Seller's  contractors or, at Purchaser's  option,  utilizing  other  contractors
selected by Purchaser,  and  Purchaser  shall be entitled to draw funds from the
escrowed  sum  in  accordance  with  procedures  outlined  above,  to  reimburse
Purchaser for its costs of construction of such portion of the Road Work.

     Upon  completion  of  the  Road  Work,  or  if  otherwise  specified  in an
Improvements Agreement, at the time required by such Improvement Agreement,  the
party who is then the owner of the  Property  shall convey the Road to the City.
The obligation to convey the Road to the City shall survive Closing.

     5. Sand Creek Drainage and Erosion  Control.  The parties  acknowledge that
the City has imposed upon the owner of the Property the  requirement  to install
the Drainage Improvements. Seller has represented to Purchaser that the City has
required  Seller  to post with the City the  Letter  of Credit in the  amount of
$261,747.20  in order to secure  performance  of  Seller's  obligations  in this
regard.  Seller further  represents that, unless the Drainage  Improvements have
been  completed  or the City becomes  responsible  for the  installation  of the
Drainage  Improvements  pursuant  to an  Improvements  Agreement,  the Letter of
Credit will be renewed  when it comes due on October 23, 1999 in an amount to be
determined by the City.

     At Closing,  unless the City has released  the Letter of Credit,  Purchaser
shall post with the City a  replacement  letter of credit in such  amount as the
City may require and Purchaser  shall assist  Seller (at no  additional  cost to
Purchaser)  in  Seller's  efforts to secure the  release of the Letter of Credit
previously  posted by Seller  (although  Purchaser  shall have no  liability  or
obligation if the City shall refuse to release Seller's letter of credit).

     If, at Closing,  either (a) the Drainage  Improvements have been installed,
or (b) the City is obligated to install the Drainage Improvements pursuant to an
Improvements Agreement,  Purchaser shall pay to Seller an amount equal to either
(y) the cost (both  "hard" and "soft"  costs paid to  unrelated  third  parties)
incurred by Seller in installing the Drainage  Improvements , or (z) if the City
has installed or is obligated to install the Drainage  Improvements  pursuant to
an Improvements  Agreement,  the Attributed Value of such Drainage Improvements.
If, at Closing,  the Drainage  Improvements have not been installed and the City
is  not  obligated  to  install  the  Drainage   Improvements   pursuant  to  an
Improvements  Agreement,  the  Purchaser  shall be obligated to install,  at its
cost, the Drainage Improvements if required by the City.

     6.  Termination of Driving Range Lease.  The parties  acknowledge  that the
Property (or a portion  thereof) is encumbered by the Lease,  and that the Lease
provides that,  beginning  with the fourth lease year,  Seller may terminate the
Lease by giving  the Tenant  ninety  days  prior  written  notice and paying the
Tenant the "Termination  Fee" specified in the Lease. In the event the Lease has
not been terminated at Closing,  the parties agree that the they will close into
an escrow established with the Escrow Agent. Contemporaneously with the Closing,
Seller shall give notice of termination  of the Lease to Tenant.  As part of the
escrow  instructions,  the parties will  instruct the Escrow Agent to pay to the
Tenant,  out of the sums  held in  escrow,  the  amount of the  Termination  Fee
required to terminate the Lease in  accordance  with the Lease  provisions.  The
parties shall also instruct the Escrow Agent to pay,  following the  termination
of the  Lease,  any  "Existing  Encumbrances"  (as that term is  defined  in the
Lease).

     The  balance of the Closing  proceeds  shall be held in escrow by the Title
Company  until the Lease has been duly  terminated,  possession  of the premises
demised  pursuant to the terms of the Lease has been  surrendered  by the Tenant
with all machinery,  equipment,  fixtures and other items of personalty removed,
all Existing Encumbrances have been fully discharged, all documents necessary to
evidence the foregoing have been duly recorded and filed,  and the Title Company
has insured  Purchaser's  title to the Property  free and clear of the Lease and
all  rights  of the  Tenant  thereunder,  and  free and  clear  of all  Existing
Encumbrances and the rights of the holders thereof.

     IN WITNESS  WHEREOF,  Seller and Purchaser have caused this Second Addendum
to be executed by their duly  authorized  officers this 15th day of June,  1999.

                                     Seller:

                                     Z-H, Ltd., a Colorado Limited Partnership


                                     By: /s/ Scott A. Hart
                                     Its General Partner



                                     And by: /s/ Michael J. Zaremba
                                     Its General Partner

                                     Purchaser:

                                     Centrefund Development (Colorado) Corp.



                                     By: /s/ Perry A. Villanueba
                                     Its: Director of Development & Acquistions