Dated                                       3rd  day  of  November  2003


                                 XPRESS LIMITED

                                    - AND -

                            SUNSTONE GOLF RESORT, INC


                        EXCLUSIVE SALES & MARKETING AGREEMENT

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                                TABLE OF CONTENTS

1    INTERPRETATION                                                            4
2    APPOINTMENT  OF  THE  AGENT                                               7
3    OBLIGATIONS  OF  THE  DEVELOPER                                           6
4    AGENT'S  RIGHTS  AND  OBLIGATIONS                                        13
5    SALE  OF  THE  UNITS                                                     15
6    FINANCIAL  PROVISIONS                                                    16
7    NON-CIRCUMVENTION                                                        18
8    RIGHT  TO  ASSIGN  CONTRACTS  BY  INTRODUCED  PERSON                     19
9    CONFIDENTIALITY                                                          20
10   TERMINATION                                                              20
11   CONSEQUENCES  OF  TERMINATION                                            22
12   LIAISON                                                                  22
13   NATURE  OF  AGREEMENT                                                    22
14   ASSIGNMENT                                                               24
15   NOTICE  AND  SERVICE                                                     24
16   RIGHTS  OF  THIRD  PARTIES                                               24
17   JURISDICTION                                                             24

SCHEDULE 1 - FORM OF THE SCHEDULE                                             27

FORM OF THE SCHEDULE                                                          27

     PART 1  -  Commencement  Date                                            27

     PART 2  -  Units                                                         27

     PART 3  -  Plan                                                          28

SCHEDULE 2 - (Developer's Terms & Conditions)                                 29

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THIS  AGREEMENT  is  made  the  3rd  day  of  November  2003

BETWEEN:

(1)  XPRESS  LIMITED a company incorporated under the laws of the British Virgin
     Islands on January 3, 1995 whose registered office is at Akara Building, 24
     de  Castro  Street, Road Town, Tortola, BVI under Registered No. 138148 and
     whose  address  is  at Roseville La Neuve Route, St Brelade, Jersey JE3 8BS
     (the  "AGENT");  and

(2)  SUNSTONE GOLF RESORT, INC.. a company organised and existing under the laws
     of  Florida  whose  principal  place  of  business  is at 2701 Spivey Lane,
     Orlando,  FL  32837  (the  "DEVELOPER").

WHEREAS:

(A)  The  Developer  is  in  the process of developing a +/-122 acre residential
     resort project located on US Hwy. 27 in Polk County, Florida, consisting of
     approximately  971  townhome  and  condominium  units "the Development" and
     wishes  to  secure sales of Units comprised within the Development (whether
     "OFF-PLAN"  or  completed) and wishes to appoint the Agent as its exclusive
     Agent  for  the  purpose of seeking purchasers for the Units upon the terms
     and  subject  to  the  conditions  of  the  Agreement.

(B)  The  Agent  has sales and marketing experience in the property field and is
     willing  to  act  as  the exclusive sales and marketing agent for the Units
     subject  to  the  terms  and  on  the conditions set out in this Agreement.

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NOW  IT  IS  AGREED  as  follows:

1.   INTERPRETATION

1.1  In this Agreement unless the context otherwise requires the following words
     and  phrases  shall have the following meanings:

     "APPLICABLE  LAW"                  means  all  applicable  laws,  rules,
                                        regulations,  enactments,  statutory
                                        instruments, which may from time to time
                                        be in force in respect of or relating to
                                        any matters arising under this Agreement
                                        in  the  United  Kingdom or the State of
                                        Florida  (as  applicable);

     "APPLICABLE  UNIT  FEE"            APPLICABLE  UNIT  FEE  shall  mean 3 per
                                        cent  of  the Sale Price to be paid as a
                                        sales fee and 1.5% of the sales price to
                                        be  paid  as  a  marketing  fee.

     "COMMENCEMENT  DATE"               means  the  date  specified  in  the
                                        Schedule;

     "CONTRACT"                         means  a  binding commitment (whether or
                                        not  subject  to  conditions) to buy and
                                        sell  real  property  or any interest in
                                        property  including  in  relation  to  a
                                        Unit;

     "DEPOSIT"                          means  the  deposit  negotiated  by  the
                                        Agent  under  clause  4.6  below;

     "DEVELOPMENT"                      means  the property development owned by
                                        the  Developer  more  particularly
                                        described  in  Part  1  of the Schedule;

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     "DEVELOPER'S  TERMS                means  the  Developer's  terms  and
      AND  CONDITIONS"                  conditions  for the sale of units in the
                                        Development set out in Schedule 2 as may
                                        be amended by the Developer from time to
                                        time  in  accordance  with  clause  3.5;

     "EXCLUSIVITY  PERIOD"              means  the  period  described  in clause
                                        2.5;

     "INTRODUCED  PERSON"               means  (i)  any  person, firm or company
                                        whether  directly  or  indirectly
                                        introduced  by  the  Agent  to  the
                                        Developer;  or  (ii)  any  other person,
                                        firm  or  company  introduced  whether
                                        directly  or indirectly to the Developer
                                        by a person, firm or company referred to
                                        in sub-paragraph (i) of this definition;
                                        or  (iii)  any  associate  of  any  such
                                        person,  firm  or company referred to in
                                        subparagraph  (i)  or  (ii)  of  this
                                        definition;

     "SALE  PRICE"                      means  the  price  of  each of the Units
                                        specified  in  Column 2 of Part 2 of the
                                        Schedule  being  the  price at which the
                                        Developer  agrees  to sell such Units to
                                        Introduced  Persons;

     "SCHEDULE"                         means a Schedule (in the form set out in
                                        Schedule  1)  agreed  from  time to time
                                        between  and  signed  by or on behalf of
                                        the  Developer  and  the  Agent  listing
                                        Units to be promoted by the Agent on the
                                        terms  of this Agreement and where there
                                        is  more than one Schedule the reference
                                        to  a  Schedule shall be to the relevant
                                        Schedule;

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     "TRANSACTION"                      means  any  disposal  (or  if  earlier,
                                        contract  to dispose) of any property or
                                        interest  in  property  of  or  by  the
                                        Developer or associate of the Developer;

     "UNIT"                             means  an individual unit comprised with
                                        the  Development  as  more  particularly
                                        described  in  Column  1  of Part 2 of a
                                        Schedule  and  "UNITS" shall mean all or
                                        any  of  them.

1.2  Any  reference  in  this  Agreement to any provisions of a statute shall be
     construed  as  a  reference  to  that  provision  as amended, re-enacted or
     extended  from  time  to  time.

1.3  In this Agreement where the context so requires words denoting the singular
     shall include the plural and vice versa and words denoting one gender shall
     include  all  genders.

1.4  The  headings  in  this  Agreement  are  for convenience only and shall not
     affect  its  interpretation  or  construction.

1.5  Any  reference  to  any clauses or schedules is to clauses and schedules in
     this  Agreement  and  any Schedule once agreed to and executed by the Agent
     and  the  Developer  shall  form  part  of  the  Agreement.

1.6  Any  reference  to  "PERSON" includes natural persons, firms, partnerships,
     companies,  corporations,  associations, organisations, governments, states
     foundations  and  trusts (in each case whether or not having separate legal
     personality).

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1.7  Any  reference  to  a  person  being  an  "ASSOCIATE"  of  another shall be
     interpreted  in accordance with section 435 of the Insolvency Act 1986, and
     a  person  shall be regarded as "CONNECTED" or "ASSOCIATED" with any person
     which  is an associate of his and with any company of which any director is
     an  associate  of  his.

1.8  Any  reference to "sold, "sale" or "sell" or the like in relation to a Unit
     shall include reference to the disposal of any interest in relation thereto
     to  include  without prejudice to the generality of the foregoing the grant
     of  a  lease  of  the  Unit.

2.   APPOINTMENT  OF  THE  AGENT

2.1  The  Developer  appoints  the  Agent  for  the  Exclusivity  Period  as its
     exclusive  worldwide  agent  for  the  promotion  of  the  Units  and  the
     solicitation  of  purchasers  for  the Units and the Agent agrees to act in
     that  capacity  subject  to  the  terms  and  conditions of this Agreement.

2.2  If  from  time  to  time,  as  the Developer wishes to appoint the Agent to
     market  the  units  in  accordance with the terms of this Agreement and the
     Agent wishes to accept such appointment then they shall complete a Schedule
     in  relation  thereto.  Following execution of such Schedule by the parties
     hereto  the  Agent  shall thereby be appointed as the Developer's exclusive
     worldwide agent for the promotion of all the Units therein specified on the
     terms  of  this  Agreement.

2.3  The  Developer  shall  not  during the Exclusivity Period appoint any other
     person  as  the Developer's agent for the promotion or sale of the relevant
     Units  or  other  disposal  of  any  interest  in  the  Units  or  for  the
     solicitation  of  purchasers  for  the  Units.

2.4  Following the expiry of the Exclusivity Period the appointment described in
     clause  2.1  shall  continue  in  respect  of the relevant Schedule for six
     months  but  on  a  non-exclusive basis and the relevant provisions of this
     Agreement  shall  apply.

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2.5  The  Developer shall not during the relevant Exclusivity Period directly or
     indirectly  promote  and/or solicit for purchasers whether through any site
     office,  through  advertising  or  by any other means whatsoever, including
     (without limitation) over the World Wide Web, nor shall the Developer sell,
     agree  to sell or accept any offer to sell any Units or any interest in any
     Units  to  any  purchaser,  or prospective purchaser during the Exclusivity
     Period  other than to an Introduced Person and otherwise than in accordance
     with  this  Agreement.

2.6  The Exclusivity Period shall commence on the Commencement Date and continue
     until  the  earlier  of:

     2.6.1  the  expiry  of  the  Exclusivity Period as set out in the Schedule;

     2.6.2  the date on which Contracts in respect of all of the Units have been
            entered into between  the  Developer  and  the  Introduced  Persons;

     2.6.3  termination  of  the Exclusivity Period in accordance with clause 10
            below;

            which  period  is  referred  to in this Agreement as the Exclusivity
            Period.

     2.7  If  the  Agent  has  not  sold  any  Units  within  six  months of the
          commencement  of  the  Exclusivity  Period  the  Developer  shall,
          notwithstanding  the  provisions of clause 2.4, be entitled on written
          notice to the Agent to make its own arrangements to market and sell as
          principal such Units at a price which is no lower than the Sale Price.
          Provided  that  if at any time the Developer wishes to reduce the sale
          price  of  all  or  any  of  the  Units  below the Sale Price it shall
          forthwith  notify  the Agent in writing following which the provisions
          of  clause  2.4  shall again apply and (1) the Sale Price of the Units
          shall  thereafter  be the reduced sale price of such Units as notified
          by  the  Developer and (2) the Exclusivity Period shall continue until
          the  later  of  (i)  the  expiry  date  as  specified  in the Schedule
          applicable  to  the  Units  and  (ii)  six  months  from  the  date of
          notification  of  the  reduction  in  the Sale Price by the Developer.

<PAGE>

3.   OBLIGATIONS  OF  THE  DEVELOPER

3.1  The  Developer warrants and undertakes to the Agent that the description of
     the Development in Part 1 of the Schedule and of the Units in Part 2 in the
     Schedule  and  the  plan  in  Part 3 of the Schedule accurately reflect the
     Development  and  the  Units  and  that  any  brochures,  leaflets,  plans,
     photographs  or  other  information and marketing materials supplied by the
     Developer  to  the  Agent  during  the  Exclusivity Period shall fairly and
     accurately  detail  and  describe  the  Development  and  the  Units in all
     material  respects.  The  Developer  undertakes to the Agent that if at any
     time during the Exclusivity Period the Developer becomes aware of any error
     in  such  informational  or  materials  or  that  any  change occurs to the
     Development  or the Units the Developer shall forthwith notify the Agent of
     any  such  errors  or  changes  in  writing and shall as soon as reasonably
     practicable  provide  the  Agent with amended brochures, leaflets, plans or
     other  applicable  marketing  materials  which  have  been  duly  updated.

3.2  The  Developer  warrants  and  undertakes  to the Agent that the Developer:

     3.2.1  is  and  shall remain throughout the Exclusivity Period the owner of
          the  Development  and  the  Units  (save  for those sold to Introduced
          Persons  pursuant  to the terms of this Agreement) and is entitled and
          able  to  transfer title to each Unit in fee simple, free and clear of
          all  liens  and encumbrances and has all necessary power and authority
          to  enter  into this Agreement and any Contracts in respect of each of
          the  Units  to  Introduced  Persons;

     3.2.2  will  use  reasonable  skill  and  care  in  the  performance of its
          obligations  hereunder;

     3.2.3  shall  at  all times in the performance of its obligations hereunder
          comply  with  all Applicable Law and applicable United States Federal,
          State  and  local  laws  and  regulations;

<PAGE>

     3.2.4  will  obtain  and maintain an appropriate policy of insurance with a
          reputable  insurer  for  the  protection  of any Introduced Person who
          enters into a Contract (or any assignee) against any loss of Funds (as
          defined in clause 6.7.1 below) paid by or on behalf of such Introduced
          Person  in  breach  of  the applicable Contract and to compensate such
          Introduced  Person  (or  assignee)  in  respect  of any failure by the
          Developer  to  comply  with  its  obligations  under  the  Contract or
          otherwise  to achieve practical completion of the relevant Unit(s) and
          the  Development.

3.3  The  Developer  shall at its own expense promptly following request provide
     to  the  Agent  such  brochures,  leaflets,  photographs,  plans  and other
     marketing  materials  and  information  as the Agent may reasonably require
     from  time  to  time to enable the Agent to market and promote the Units to
     potential  purchasers.  Such  materials  shall  without  prejudice  to  the
     generality of the obligation include details of reputable lawyers to act on
     behalf  of  Introduced Persons and lawyer information packs; details of any
     fees  and expenses payable by purchasers in relation to property management
     and  rental  and  of  any  applicable  federal,  state  and local taxes and
     charges;  and  copies  of  any  relevant  building  licence,  architects
     certificate  and  planning  applications  and  consents.

3.4  The  Developer  shall no less than once a month notify the Agent in writing
     of  the  date  upon which the Developer anticipates practical completion of
     the  Units  and the Development and in the event that the Developer becomes
     aware  of  any  fact,  matter  or  circumstances which will or is likely to
     affect  the  date  of practical completion of the Units and the Development
     the  Developer  shall  notify  the  Agent  in writing as soon as reasonably
     practicable  giving  details  of  the facts, matters or circumstances which
     have  or  may affect such practical completion so as to enable the Agent to
     advise  purchasers  and  prospective  purchasers  accurately.

<PAGE>

3.5  The Developer warrants that the Developer's Terms and Conditions applicable
     to  the  Units  as  set  out in Schedule 2 are at the Commencement Date and
     shall  remain at all times complete and accurate and are no less favourable
     than the terms and conditions applied by the Developer to the sale of other
     parts  of  the Development. The Developer agrees that it shall not vary the
     Developer's  Terms  and  Conditions for a period of 12 calendar months from
     the  Commencement  Date  and shall thereafter be required to give the Agent
     not  less  than  3  months'  written  notice  of any proposed change to the
     Developer's  Terms  and  Conditions.

3.6  The  Developer  agrees that the Sale Price shall (subject to the provisions
     of  this clause 3.7) be the price at which the Developer agrees to sell the
     respective  Units  to Introduced Persons introduced to the Developer during
     the  Exclusivity  Period  and  warrants  that the Sale Price represents the
     Developers  honest  estimate  of  the  true market price of each applicable
     Unit.

3.7  If  the  Developer shall during the Exclusivity Period (whether directly or
     through any other agent or third party) offer for sale any comparable units
     within  the Development at a price which is less than the Sale Price of the
     comparable Units as previously agreed or determined in accordance with this
     Agreement  then  the  true Sale Price of such units shall be reduced to the
     price  at  which  such  comparable units have been offered for sale and the
     Developer shall be obliged to notify the Agent forthwith of such reduction.
     For  the  purpose of this clause 3.7 if no directly comparable units to the
     Units  exist in the Development then comparison will be made based upon the
     price  per square metre of the most similar other units in the Development.
     If  there  is  a  dispute between the parties as to whether any of the said
     units  are  or  are  not  comparable  with  Units  then the matter shall be
     determined  by  an independent surveyor appointed in accordance with clause
     3.9 below and the provisions of such clause shall apply in relation to such
     appointment.

<PAGE>

3.8  The  Developer shall provide to the Agent two rental valuations for each of
     the Units within 30 days of the Commencement Date and for each of the Units
     which  remains  unsold  thereafter the Developer shall provide to the Agent
     updated  valuations  every  six  calendar  months. Such valuations shall be
     provided by reputable independent letting agents acceptable to both parties
     or  failing  agreement  as  to  the  identity of the letting agents by such
     letting  agents  as  are  chosen upon the application by either party of an
     independent  surveyor appointed in accordance with clause 3.9. In the event
     a  matter is to be determined by an independent surveyor pursuant to any of
     clause  3.7  and 3.8 such surveyor shall be a Florida licensed surveyor and
     shall  be  appointed by agreement between the parties (or failing agreement
     then  at the request of either party by the President for the time being of
     the Institute of Chartered Surveyors). Such surveyor shall be instructed by
     the  Developer  in accordance with the provisions of this Agreement and the
     Agent  shall  be  given  every  opportunity  to  consult  with  and  make
     representations  to  the independent surveyor. The surveyor shall act as an
     expert  and  not  as  arbitrator.  The decision of the independent surveyor
     shall  be  rendered  by  way  of certificate which certificate shall in the
     absence of manifest error be final and binding on all parties. The surveyor
     need  not  give reasons for his decision. The parties shall co-operate with
     the  surveyor  in  determining  the  matter  in  dispute. The costs of such
     surveyor  shall  be  borne  by  the  Developer unless the surveyor directs.

3.9  The  Developer  undertakes  to:

     3.9.1  accept  an  offer  to  purchase  any of the Units from an Introduced
          Person  where  such Introduced Person agrees to pay the Sale Price for
          the  Unit and to comply with the Developer's Terms and Conditions; and

     3.9.2  in  respect  of the Units described at 3.10.1, to use all reasonable
          endeavours to proceed within 28 days, from the date of notification by
          the  Introduced  Person  that  it  wishes  to  purchase a Unit, to the
          exchange  of  the  Contract with the relevant Introduced Person on the
          Developer's  Terms  and  Conditions.

     3.10 The  Developer  undertakes  to  promptly and efficiently deal with any
          sales  enquiry  from  an  Introduced Person or the Agent and will also
          promptly deal with any after sales enquiries related to the Units that
          may be raised following exchange of contracts. The Developer shall not
          act in a manner or make any statements that could be or is intended to
          be  detrimental to the reputation of the Agent and shall maintain good
          relations  in  all dealings with any Introduced Persons in relation to
          any  matter  pertaining  to  this  Agreement.

<PAGE>

3.11 If  the  Developer or any of its associates offers any additional services,
     goods,  products,  fittings  or  enhancements to any Introduced Person, the
     Developer  shall  procure  that they shall be offered on no less favourable
     terms than offered by the Developer or the relevant associate to any of its
     other  clients.

3.12 The  Developer  shall  indemnify and keep indemnified the Agent against any
     liability  (including without prejudice to the generality of the foregoing,
     all  costs  and  expenses which the Agent may reasonably incur in defending
     any  proceedings)  that it may incur by reason of its being held out as the
     Developer's  marketing  agent.

3.13 The  Developer  warrants and undertakes to the Agent that in respect of any
     Unit  offered  for  sale  to  an  Introduced  Person it will have filed all
     documents  and  instruments  and  will have received all approvals required
     under  Florida  Statutes  for  the  filing  of  the  relevant  condominium
     documents,  construction  of  the condominium and buildings and the sale of
     the  Units  to  purchasers.

4.   AGENT'S  RIGHTS  AND  OBLIGATIONS

4.1  The  Agent  shall  use  its reasonable commercial endeavours throughout the
     Exclusivity  Period  to promote and market the Units and to seek purchasers
     for the Units but the Agent shall not be entitled to sell or enter into any
     contract  for  the  sale of the Units on behalf of the Developer or to bind
     the  Developer  in  any way. In marketing and promoting the Units the Agent
     shall  only  use  such brochures, leaflets, photographs and plans and other
     information  provided  by  the  Developer  or  approved  in  writing by the
     Developer  and  shall  notify  to any prospective purchaser the Developer's
     Terms  and  Conditions  as  the  same may be amended in accordance with the
     provisions  of  this  Agreement  from  time  to  time.

<PAGE>

4.2  The  Agent  shall conduct the promotion and the marketing of the Units with
     reasonable  care  and skill and shall cultivate and maintain good relations
     with  purchasers and respective purchasers for the Units in accordance with
     sound  commercial  principles.

4.3  Save  as  otherwise expressly provided in this Agreement the Agent shall be
     entitled  to  perform  its duties under this Agreement in such manner as it
     deems  appropriate.

4.4  The  Agent  shall  be  responsible  for obtaining any licences, permits and
     approvals which are necessary to enable the Agent to market and promote the
     Units  and  for  the  performance  of  its  duties  under  this  Agreement.

4.5  Save  for the details of any potential purchaser who agrees to enter into a
     contract  with  the  Developer  to purchase a Unit the details of all other
     Introduced  Persons  shall  at  all  times  remain  the  sole and exclusive
     property  of  the  Agent  and  none  of  such  details  (to include without
     limitation  of  any  Introduced  Persons  who enter into contracts with the
     Developer)  shall  be  used  by  the  Developer  for any purpose whatsoever
     otherwise  than  as  necessary  for  the  performance  of  this  Agreement.

4.6  The Agent shall be entitled to obtain from each Introduced Person a Deposit
     in  respect  of  each  Unit at a level to be negotiated in each case by the
     Agent  at  its  sole  discretion.

4.7  The  Agent  shall  not  pledge  the  credit  of  the  Developer in any way.

4.8  Whilst  an  agent of the Developer the Agent shall in relation to the Units
     be  entitled  to  describe  itself  as the Developer's "EXCLUSIVE MARKETING
     AGENT"  during  the  Exclusivity  Period  and as the Developer's "MARKETING
     AGENT" upon termination of the Exclusivity Period in accordance with clause
     2.5  above.

4.9  The  Agent,  in  its  sole  discretion,  may contract with other parties to
     perform  any  or  all  of  the  functions  necessary  to satisfy the Agents
     obligations  and  duties  as  set  forth  herein.

<PAGE>

4.10 The  Agent  also  agrees  to  perform  the  following:

     (a) The Agent shall identify and introduce to Developer various real estate
     brokers in both International and US markets who shall promote and sell, on
     a  best  efforts  basis,  residential units. Agent shall, on a best efforts
     basis,  strive  to  select  only  those brokers with proper licensing, good
     reputations  and  a  commitment  to  sell  the  Units.

     (b)  The  Agent  shall  negotiate commission agreements with each Broker it
     selects  but  with commission percentages not to exceed 12% of the purchase
     price.  Developer  agrees  to  pay  each Broker such commission percentage.

     (c)  As  consideration  for  its  establishment  of  a  Broker  network and
     associated  promotion, the scope of this Agreement shall apply to all units
     sold  in  the  Development  irrespective  of who makes each sale, including
     sales  made  by  other sales organizations, in-house sales staff, principal
     and  staff  of  the  Developer and sales originating from any and all other
     source(s).

     (e)  The  Developer  or  its  agent  shall  be  responsible  for  erecting,
     maintaining,  staffing  and  operating  a  proximate sales center and sales
     staff. The sales center staff employed by the Developer shall assist Agents
     Brokers and their clients directed to the sales center to close sales. This
     includes giving sales presentations and executing sales contracts and after
     sales  follow  up.

     (f)  The  Agent  or  its  agent(s)  shall  inspect  the Property at regular
     intervals  so  as  to  be  kept informed as to the stage of development and
     condition  of  the  Property.

     (g)  Any  additional  services  shall be mutually agreed upon in writing by
     separate  agreement.

5.   SALE  OF  THE  UNITS

     All  sales  of  the  Units  shall  be  made  on  the  Developer's Terms and
     Conditions.

6.   FINANCIAL  PROVISIONS

6.1  In  consideration  of  the  obligations  undertaken by the Agent under this
     Agreement  the  Developer  shall pay to the Agent in accordance with clause
     6.3  below  a  commission equal to the Applicable Unit Fee for each Unit in
     respect  of  which  the  Developer  exchanges  a  contract for sale with an
     Introduced  Person  whether  such  contract  is  entered  into  during  the
     Exclusivity  Period  or  at  any  time  thereafter.

6.2  Without  prejudice  to  the rights of the Agent in respect of any breach by
     the  Developer  of the provisions of clauses 7 and/or 9 below, in the event
     that  the  Developer  (or  any  associate  of  the Developer) enters into a
     Transaction with an Introduced Person between the Commencement date and the
     date  2 years following the date of Completion of the last of the Contracts
     (if  any)  to  which  this  Agreement  relates  then the Developer shall in
     respect  of  each such Transaction pay to the Agent in accordance with this
     clause 6 a commission equal to 4.5% of the selling price of the property to
     which  such  Transaction relates save that such commission shall be payable
     within  7  days  of  the  date  on  which  the Transaction is entered into.

6.3  Seven  days  before  the  anticipated date on which the Developer exchanges
     contracts  for  the  sale  of a Unit or for the disposal of any interest in
     property  pursuant  to a Transaction (or as soon as practicable thereafter)
     the  Developer  shall  notify  the  Agent  in  writing  of  such  fact.

6.4  In  respect  of  any payment due pursuant to clause 6.2 above the Developer
     shall  pay  to  the  Agent on the date on which contracts are exchanged the
     Applicable  Unit  Fee (or such other commission as shall be due pursuant to
     the  provisions  of  Clause 6.2) plus any VAT or other sales or similar tax
     payable  thereon.

6.5  Save  as  specified in clause 6.4, where the Applicable Unit Fee is 4.5 per
     cent of the Sale Price, the amount of 3 per cent of the Sale Price shall be
     paid  by  the Developer to the Agent within 7 days of the date on which the
     relevant Contract is exchanged and the remaining 1.5 per cent shall be paid
     by  the  Developer  to the Agent within 7 days of the date of completion of
     the  relevant  Contract  in  respect  of  the  Unit.

<PAGE>

6.6  The  Developer  covenants  to  procure  that:

6.6.1  any  sums paid by or on behalf of any Introduced Person under or pursuant
     to any Contract or otherwise in connection with the purchase of any Unit or
     in  relation  to any Transaction (the "FUNDS") shall be paid into an escrow
     account  in  accordance  with  the  laws  of  the  State of Florida pending
     completion  of  the  relevant  Contract  in  accordance  with  its  terms;

6.6.2  not  less  than  7  days prior to the proposed date for completion of the
     relevant Contract, the relevant escrow agent shall irrevocably undertake in
     writing  to  the  Agent  to  pay  at completion of the Transaction from the
     escrow  account  in  which  the Deposit is then held in accordance with the
     provisions  of clause 6.7.1 above all amounts then remaining payable to the
     Agent  pursuant to this Agreement in relation to the relevant Contract such
     payment  to be made into such to bank account as shall have been previously
     notified to the Developer by the Agent (or as shall be notified to the said
     escrow  agent  by  the  Agent)  and  the  Developer shall procure that such
     amounts  due  to  the  Agent  are  paid  as  aforesaid.

6.7  The  Developer  undertakes to the Agent to pay all legal and brokerage fees
     and  all  taxes  (to  include  without  limitation  stamp  duty  (or  local
     equivalent)  incurred  or  otherwise  payable  by  the Introduced Person in
     connection with a purchase of any Unit to which this Agreement relates. The
     Developer  shall  keep separate, complete and accurate records and accounts
     of  all  sales of Units made by it and of all Transactions and such records
     and  accounts shall be open to inspection and audit by the Agent and by its
     duly  authorised  agents  and representatives who shall be entitled to take
     copies or extracts from the same at all reasonable times. In the event that
     any  such  inspection  or  audit  should  reveal  a discrepancy between the
     payments  made  (or  as  notified  by the Developer) as due and the amounts
     actually  due  and  payable under this Agreement, and that discrepancy is a
     shortfall, the Developer shall immediately pay the amount of such shortfall
     plus  interest  at  the rate of 3% above the base rate from time to time of
     Barclays  Bank  plc (calculated daily) on the amount of such shortfall from
     the  time  such  moneys should have been paid to the date of actual payment
     and  if  the shortfall is more than 5% of the amount which should have been
     paid  during the period in question, then the Developer shall be obliged to
     pay  or  (as  appropriate) reimburse the Agent the costs of conducting such
     audit  or  inspection.

<PAGE>

6.8  Any  sums  payable by the Developer to the Agent under this Agreement shall
     be  paid  without  any  deduction  or  set-off. All sums payable under this
     Agreement  are  exclusive of the value added tax (or other applicable sales
     or  similar  tax) which shall be payable in addition to the sum in question
     at  the  then  applicable  rate.

6.9  In  the  event that any sums due by the Developer to the Agent are not paid
     on the date due the Agent shall be entitled to interest on the date payment
     was due until the date that payment is received by the Agent at the rate of
     4  per  cent  above the base rate of Barclays Bank plc from time to time in
     force  on  the  amount  then  outstanding  calculated  on a daily basis and
     compounded  monthly.

7.     NON-CIRCUMVENTION

7.1  The  Developer covenants with the Agent that it shall not and shall procure
     that  none  of  its  associates  shall  directly  or  indirectly and in any
     capacity  whatsoever at any time pending completion of the Contract for the
     sale  of  the  last  of  the  Units  to  which  this Agreement relates (the
     "RELEVANT  PERIOD")  and for a period of 12 months thereafter appoint as an
     agent (or enter into an arrangement with a similar effect to an agency) for
     the disposal of any interest in any property any person (or an associate or
     employer  of  such  person  or  a  person for whom such person is providing
     services)  who  was  at  any  time  during  the Relevant Period an employee
     consultant  or  sub-agent  of  the  Agent and who had any dealings with the
     Developer  in  relation  to  the  performance  of  this  Agreement.

<PAGE>

7.2  The  Developer  shall  not otherwise than as contemplated by this Agreement
     represent  itself  as  being in any way connected with the Agent or use any
     trade  name  which  could  reasonably  denote  such  a  connection.

7.3  The  Developer  undertakes that it shall not otherwise than as contemplated
     by  this  Agreement  as  appropriate for its performance (and shall procure
     that none of its associates will) directly or indirectly use or disclose to
     any third party any information regarding any Introduced Person (to include
     without  prejudice  to  the generality of this provision to offer or enable
     any  associate  of  the  Developer  to  offer to any such persons any other
     property  whether  during  or  after  the  expiration or termination of the
     Exclusivity  Period  howsoever  arising).

7.4  The Developer shall not otherwise than as contemplated by this Agreement as
     appropriate  for  its  performance  (and  shall  procure  that  none of its
     associates  will)  contact any Introduced Person for any purpose whatsoever
     for  the  purpose  of  selling  property.

7.5  The  Developer  shall  not:

     (i)  attempt to avoid payment of fees, rewards or other benefits whatsoever
          justly  due  to  the  Agent;

     (ii) otherwise seek to circumvent the interest of the Agent with respect to
          any  Introduced  Person;

     (iii)  act  otherwise  than  in  good  faith  towards  the  Agent.

8.   RIGHT  TO  ASSIGN  CONTRACTS  BY  INTRODUCED  PERSON

     The  Developer  acknowledges and agrees that any Introduced Person shall be
     entitled  to  assign  the  benefit  of  any  Contract.
<PAGE>

9.   CONFIDENTIALITY

     9.1  Save  as  provided  in  this clause 9 the Developer shall at all times
          during  the  continuance  of  this Agreement and after its termination
          (howsoever  arising)  without  limit  as  to time keep all information
          regarding  the  Agent  and any Introduced Person strictly confidential
          and  shall  only  use such information for the purposes of discharging
          its  obligations  or  as  otherwise contemplated under this Agreement.

     9.2  Notwithstanding  the  provisions  of  clause  9.1  the  Developer  may
          disclose or use confidential information described in clause 9.1 where
          either:

     9.2.1  such  information  becomes  public knowledge through no fault of the
          Developer;  or

     9.2.2  the  Developer  obtains  or  develops  such  information  entirely
          independently or where such information is obtained from a third party
          such  party  is  not  itself  under  a  duty  of  confidentiality;  or

     9.2.3  such  disclosure is required by law or by any court or other body of
          competent  jurisdiction.

10.  TERMINATION

10.1 This  Agreement  shall commence on the Commencement Date and shall continue
     until  terminated  in  accordance  with  the  provisions of this clause 10.

10.2 The  Agent  shall  be  entitled  to  terminate:

     10.2.1  its  appointment  as  agent at any time upon giving the Developer 3
          calendar  months  written  notice;

     10.2.2  its  obligations  under this Agreement immediately by notice to the
          Developer  if  the Developer fails to pay any amounts due to the Agent
          when  due  in  accordance  with  the  provisions  of  this  Agreement.

<PAGE>

10.3 Either  party  shall  be  entitled  to  terminate  the  Agent's appointment
     immediately  as  agent  by  written  notice  to  the  other  if:

     10.3.1  that  other  party  commits  any  material  breach  of  any  of the
          provisions  of  this  Agreement  and  in the case of a material breach
          capable  of  remedy  fails  to  remedy  the  same within 30 days after
          receipt  of  a  written notice giving full particulars of the material
          breach  and  requiring  it  to  be  remedied;

     10.3.2 an encumbrancer takes possession or a receiver is appointed over any
          of  the  property  or  assets  of  that  other  party;

     10.3.3 that other party makes any voluntary arrangements with its creditors
          or  becomes  subject  to  an  administration  order;

     10.3.4  that  other  party goes into liquidation (except to the purposes of
          amalgamation  or  reconstruction  and  in such manner that the company
          resulting  there from effectively agrees to be bound by or assumes the
          obligations  imposed  on  the  other  party  in  this  Agreement);

     10.3.5  anything  which  under  the  law  of  any  relevant jurisdiction is
          analogous  to any of the acts or events specified in clauses 10.3.1 to
          10.3.4  above;

     10.3.6  that  other  party  ceases  or  threatens  to cease to carry on its
          business.

10.4 For  the  purpose  of  clause 10.3.1 a breach will be considered capable of
     remedy if the party in breach can comply with the provisions in question in
     all  respects  other than as to the time of performance (providing that the
     time  of  performance  is  not  of  the  essence);

10.5 any  waiver  by  either party for breach of any provision of this Agreement
     shall  not  be considered a waiver of any subsequent breach for the same or
     any  other  provision  of  this  Agreement;

<PAGE>

10.6 the  rights  to  terminate  this  Agreement  given  by this clause shall be
     without prejudice to any other rights or remedies of the parties in respect
     of  the  breach  concerned  (if  any)  or  any  other  breach.

11.  CONSEQUENCES  OF  TERMINATION

11.1 Upon  the  termination  of  the  agency  of  the  Agent  for  any  reason:

     11.1.1  the Agent shall forthwith cease to market and promote the Units and
          shall  dispose  of in accordance with the reasonable directions of the
          Developer  all  brochures,  leaflets,  photographs,  plans  and  other
          advertising,  promotional  and  marketing  materials  relating  to the
          Development  and  the  Units  then  in  the  possession  of the Agent.

     11.1.2  the  Developer  shall forthwith pay to the Agent any monies due and
          owing  to  the  Agent  pursuant  to  the provisions of this Agreement.

11.2 Notwithstanding  the  termination  of the agency of the Agent the remaining
     provisions  of  this  Agreement shall continue in full force effect and all
     such provisions shall survive termination of this Agreement for any reason.

12.  LIAISON

     The  Agent and the Developer shall each nominate a suitable senior employee
     to  assume  overall responsibility for its obligations under this Agreement
     and  shall  notify the other in writing of the identity of such person (and
     from  time  to  time  of  any  replacement). All communications between the
     parties  in  respect of the day-to-day operation of this Agreement shall be
     conducted  between  such  persons.  The first person nominated by the Agent
     shall  be  Roger Maddock. The first person nominated by the Developer shall
     be  Malcolm  Wright.

13.  NATURE  OF  AGREEMENT

13.1 Neither  party shall without the prior written consent of the other assign,
     transfer  or  dispose  of  any  rights  or obligations under this Agreement
     provided  that  the  Agent  shall be entitled to employ sub-Agents provided
     that if the Agent does so every act or omission of any such sub-Agent shall
     for  the  purpose of this Agreement be deemed to be the act or the omission
     of  the  Agent.

<PAGE>

13.2 Nothing in this Agreement shall create or be deemed to create a partnership
     or  the  relationship  of  employer  and  employee  between  the  parties.

13.3 This  Agreement contains the entire Agreement and understanding between the
     parties with respect to the subject matter of this Agreement and supersedes
     all  previous  agreements  and  understandings between the parties with the
     respect thereto and may only be modified by an instrument in writing signed
     by  the  duly  authorized  representatives  for  each  of  the  parties.

13.4 Each party acknowledges that in entering into this Agreement it does not do
     so  on  the  basis  of and does not rely on any representation, warranty or
     other  provision  except  as  expressly  provided in this Agreement and all
     conditions  of  warranties and other terms implied by statute or common law
     are  by  this  Agreement  excluded  to  the fullest extent permitted by the
     Applicable  Law.

13.5 If  any  provision  of  this  Agreement  shall  be found by any court to be
     invalid  or  unenforceable,  such  invalidity or unenforceability shall not
     affect  the  other  provisions of this Agreement which shall remain in full
     force  and  effect.

13.6 If  any  provision  of  this  Agreement  is  so  found  to  be  invalid  or
     unenforceable  but  would  be  valid  or  enforceable  if  some part of the
     provision  were  deleted,  the  provision in question shall apply with such
     modification(s)  as  may  be  necessary  to  make it valid and enforceable.

13.7 The  Agent  may at any time up until termination of the agency of the Agent
     under  this  Agreement amend the scope and /or period of the provisions (or
     any  of them) contained in clause 7 of this Agreement provided that none of
     the  provisions  shall  as  a  result be drafted as more restrictive in any
     respect  than  prior  to  such  amendment.

<PAGE>

14.  ASSIGNMENT

     Neither  party  may  assign  its rights or obligations under this Agreement
     except that the Agent may assign to any person or company that is from time
     to  time  its  associate.

15.  NOTICE  AND  SERVICE

15.1 Any  notice  to  be given by either party to the other under this Agreement
     may  be  given  by  hand  or sent by first class pre-paid post to the other
     party  at  the  address  first  shown  at  the  above.

15.2 Any  notice or other information given pursuant to clause 15.1 shall in the
     case of delivery by hand be deemed to be received on the date delivered and
     if  sent  by first class pre-paid post on the second business day following
     the  date  of  the posting and for this purpose proof that the envelope was
     properly  addressed,  pre-paid and posted and that it has not been returned
     to  the  sender  shall be sufficient evidence if such notice or information
     has  been  duly  given.

16.  RIGHTS  OF  THIRD  PARTIES

16.1 It  is  expressly  provided  in this Agreement that save pursuant to clause

16.2 no  term of this Agreement shall be enforceable under the Contracts (Rights
     of  Third  Parties)  Act  1999  by a third party who is not a party to this
     Agreement.

16.2 Each  covenant  warranty  undertaking indemnity and obligation given by the
     Developer to or otherwise in favour of the Agent shall also be deemed to be
     in  favour of and directly enforceable by any sub-agent of the Agent unless
     the  context  otherwise  admits.

17.  JURISDICTION

     This  Agreement  shall  be governed by and construed in accordance with the
     laws  of  England  and the parties to this Agreement irrevocably agree that
     the  courts of England shall have non-exclusive jurisdiction over any claim
     or  matter  arising  under  or  in  connection  with  this  Agreement.

<PAGE>

IN WITNESS whereof this Agreement has been duly executed by or on behalf of the
parties the day and year first above written.

SIGNED  BY                                        )
on  behalf  of                                    )
XPRESS  LIMITED                                   )

Roger  Maddock
(Name)  (Director)                                 ----------------------
                                                   (Signature)


<PAGE>

Signed  by                                        )
                                                  )
On behalf of SUNSTONE GOLF RESORT, INC.           )
                                                  )

Malcolm  J  Wright
(Name)  (President)                                ----------------------
                                                   (Signature)

<PAGE>

                                   SCHEDULE 1
                              FORM OF THE SCHEDULE

This  is  a  Schedule as defined in the Agreement between (1) Xpress Limited and
(2)  Sunstone  Golf  Resort,  Inc.  dated  November  3rd  2003  (the  "Principal
Agreement")

By  signing  this  Schedule  the Agent and the Developer agree that the Agent is
hereby appointed as exclusive marketing agent of the Developer for the promotion
of  the  Units  specified  below  on  and  subject to the terms of the Principal
Agreement.  On  signature  by or on behalf of the parties this Schedule shall be
deemed  to  form  part  of  the  Principal  Agreement.
                                     PART 1
                       Commencement Date November 3rd 2003

                      Exclusivity Period Thirty Six Months

                           Details of The Development

                                     PART 2
                                      Units

                                     PART 3
                                      Plan




-------------------------
signed  for  the  Agent  (Director)


--------------------------
signed  for  the  Developer  (President)

<PAGE>
                                   SCHEDULE 2
                        (Developer's Terms & Conditions)

<PAGE>