Exhibit 4














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





                              CONTRACT OF SALE



                               BY AND BETWEEN

                         ORLANDO RESORT CORPORATION,
                           a Delaware corporation
                                 ("Seller")

                                     AND

                            ELW GOLF GROUP, INC.,
                            a Florida corporation
                                ("Purchaser")





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




<PAGE>

                              TABLE OF CONTENTS




  Article                                                      Page


       INTRODUCTION / WITNESSETH                                1


  1.   DEFINITIONS


       Definitions .............................................1

  2.   PURCHASE AND SALE OF THE PROPERTY


       Agreement to Purchase and Sell ..........................1
       Independent Consideration ...............................1
       Earnest Money Deposit ...................................2

  3.   REQUIREMENTS AND CONDITIONS OF CLOSING


       Performance Prior to Closing ............................2

  4.   PAYMENT OF PURCHASE PRICE


       Payment of Purchase Price ...............................6

  5.   CLOSING


       Date and Location .......................................6
       Delivery by Seller ......................................6
       Delivery by Purchaser  ..................................7
       Recordation .............................................7
       Closing Costs ...........................................8

  6.   CLOSING STATEMENT


       Closing Statement .......................................8

  7.   PRORATIONS


       Ad Valorem Taxes and Special Assessments  ...............8
       Prepaid Expenses, Deposits, and Deferred Income .........8
       Accounts Receivable .....................................9
       Accounts Payable  .......................................9
       Utilities  ..............................................9
       Insurance ..............................................10

                               [PAGE]

  8.   POSSESSION OF THE PROPERTY


       Possession of the Property .............................10

  9.   RISK OF LOSS


       Damage or Destruction  .................................10
       Repair .................................................10

  10.  CONDEMNATION


       Effect of Taking  ......................................11

  11.  SELLER'S REPRESENTATIONS AND WARRANTIES                 11


  12. .SELLER'S COVENANTS                                      14


  13. .PURCHASER'S COVENANTS, REPRESENTATIONS, AND WARRANTIES  16


  14.  LIABILITIES AND INDEMNIFICATIONS


       Liabilities ............................................17
       Indemnification by Seller ..............................17
       Indemnification by Purchaser ...........................17

  15.  PURCHASER'S OBLIGATIONS


       Independent Corporation ................................18
       Affiliate Companies ....................................18

  16.  DEFAULT


       Event of Default .......................................18

  17.  REMEDIES


       Seller's Remedies Prior to Closing .....................18
       Seller's Remedies After Closing ........................19
       Purchaser's Remedies Prior to Closing ..................19
       Purchaser's Remedies After Closing .....................19

  18.  ARBITRATION

       Arbitration ............................................19

 <PAGE>

  19.  NOTICES


       Notices ................................................20

  20.  MISCELLANEOUS


       Entire Agreement .......................................21
       Exhibits ...............................................21
       Bulk Sales Act .........................................21
       Assignment .............................................21
       Severability ...........................................22
       Confidentiality ........................................22
       Approvals ..............................................22
       Construction and Interpretation of Agreement  ..........22
       Amendment and Waiver ...................................22
       No Partnership or Joint Venture ........................23
       Access and Information .................................23
       Counterparts ...........................................23
       Successors and Assigns .................................23
       Time ...................................................23
       Documentation ..........................................23
       Brokers ................................................23
       Captions ...............................................24
       Governing Document .....................................24
       Food and Beverage Management Agreement .................24
       Attorneys' Fees ........................................24

       EXECUTION / ATTESTATION                                 25






       
       <PAGE>

                        EXHIBITS TO CONTRACT OF SALE


                               BY AND BETWEEN
                         ORLANDO RESORT CORPORATION
                                     AND
                            ELW GOLF GROUP, INC.


                              A:\b5102.1\c.wpd






  DEFINITIONS ....................................................A
  SELLER'S NONFOREIGN STATUS AFFIDAVIT .......................... B
  CONTRACTS ......................................................C
  CLUB MEMBERSHIP REPRESENTATIONS ................................D
  [INTENTIONALLY OMITTED] ........................................E
  ASSIGNMENT OF BONDS, WARRANTIES, AND GUARANTIES ................F
  ASSIGNMENT OF CONTRACTS ........................................G
  ASSIGNMENT OF WATER RIGHTS .....................................H
  BILL OF SALE  ..................................................I
  SELLER'S BRINGDOWN CERTIFICATE ................................ J
  PURCHASER'S BRINGDOWN CERTIFICATE ............................. K
  DEED ...........................................................L
  EXISTING PERSONAL PROPERTY CONDITIONS ..........................M
  EXISTING REAL PROPERTY CONDITIONS ............................. N
  REAL PROPERTY ..................................................O
  TANGIBLE PERSONAL PROPERTY .....................................P


   


   <PAGE>
                              CONTRACT OF SALE



       THIS  AGREEMENT, made  on this  5th day  of December,  1997, by  and
  between ORLANDO RESORT  CORPORATION, a Delaware corporation  (hereinafter
  referred  to  as  "Seller"),   and  ELW  GOLF  GROUP,  INC.,  a   Florida
  corporation (hereinafter referred to as "Purchaser"), is as follows:


                             W I T N E S S E T H



       WHEREAS,  Seller desires  to  sell  to Purchaser  the  country  club
  complex  generally  known  as "Sabal  Point  Country  Club,"  located  in
  Seminole  County, Florida,  consisting of  one (1)  18-hole golf  course,
  clubhouse,  cart storage  building,  and maintenance  building,  together
  with all furniture, fixtures, equipment, licenses, permits, tangible  and
  intangible assets, and  rights related thereto and/or used in  connection
  with the  operation and use  thereof, and Purchaser  desires to  purchase
  from  Seller said  country club  complex,  together with  all  furniture,
  fixtures, licenses, permits,  tangible and intangible assets, and  rights
  related thereto  and/or used  in connection  with the  operation and  use
  thereof,

       NOW, THEREFORE,  for good  and valuable  consideration, the  receipt
  and sufficiency  of which are mutually  acknowledged, the parties  hereto
  agree as follows:

                                 ARTICLE  1.

                                 DEFINITIONS


        1.1.  Definitions.   All capitalized  terms referenced  or used  in
  this  Agreement  and  not specifically  defined  herein  shall  have  the
  meaning set forth on Exhibit A, which is attached hereto.


                                 ARTICLE  2.

                      PURCHASE AND SALE OF THE PROPERTY

          2.1.  Agreement  to Purchase  and Sell.  In  consideration of the
  payment by Purchaser to Seller of  the sum of FIVE MILLION EIGHT  HUNDRED
  THOUSAND DOLLARS  ($5,800,000.00) (the "Purchase  Price"), Seller  hereby
  agrees to sell the Property  to Purchaser and Purchaser hereby agrees  to
  purchase  the Property  from Seller  upon the  terms and  conditions  set
  forth herein.

          2.2.  Independent  Consideration.     Contemporaneously  with the
  execution  of this  Agreement, Purchaser  hereby delivers  to Seller  and
  Seller hereby acknowledges  the receipt of a  monetary sum in the  amount
  of  ONE  HUNDRED DOLLARS  ($100.00)  (the  "Independent  Consideration"),
  which amount the parties bargained for and agreed to as consideration  of
  Purchaser's  exclusive  option  to  purchase  the  Property  as  provided
  herein, and  for Seller's execution,  delivery, and  performance of  this

                                                                    page 1
  <PAGE>

  Agreement.    The  Independent  Consideration  is  in  addition  to   and
  independent  of any  other  consideration  or payment  provided  in  this
  Agreement,  is   nonrefundable,  and   shall  be   retained  by   Seller,
  notwithstanding any other  provision of this Agreement.   Notwithstanding
  anything  herein to  the contrary,  Purchaser's  option to  purchase  the
  Property  hereunder  shall   terminate  upon  the  termination  of   this
  Agreement by  its own terms  or by Purchaser  or Seller  pursuant to  any
  right to terminate provided herein.

        2.3.  Earnest Money Deposit.  Contemporaneously with the  Effective
  Date, Purchaser  shall deliver  the Earnest  Money Deposit  to the  Title
  Company and  it shall be  placed in an  interest bearing  account in  the
  name of the Title Company.   The proceeds shall be tendered by the  Title
  Company to Seller  or Purchaser, as the case  may be, in accordance  with
  the terms  and conditions hereof.   In addition  to any other  provisions
  hereof,  if  this Agreement  is  terminated  by Purchaser,  at  its  sole
  option,   pursuant   to  Article 3,   Article 9,   Paragraph 12.1.1,   or
  Section 17.3, the Title  Company shall promptly return the Earnest  Money
  Deposit and accrued interest to Purchaser after receiving notice of  such
  termination from Purchaser.

                                 ARTICLE  3.

                   REQUIREMENTS AND CONDITIONS OF CLOSING


        3.1.  Performance  Prior  to  Closing.    Upon  execution  of  this
  Agreement, Purchaser and/or Seller, as the case may be, agree to  perform
  the following within the time stated, each of which shall be a  condition
  precedent to Closing (collectively, the "Conditions Precedent"):

        3.1.1. Title Commitment.  Purchaser shall obtain the Commitment,  if
  any.  Purchaser shall have until the expiration of December 19, 1997,  to
  examine  the conditions  of  the title  and  the Existing  Real  Property
  Conditions, and approve or disapprove the  same.  In the event the  title
  to the Real Property, as shown on the Commitment, or any of the  Existing
  Real Property Conditions,  shall be disapproved in writing by  Purchaser,
  Seller  shall  have  a  period  of  thirty  (30)  days  from  receipt  of
  Purchaser's written  notice of  disapproval in  which to  cure any  title
  defect or  exception specified by Purchaser  or not permitted under  this
  Agreement (the "Title  Objections"), and Seller agrees to use  reasonable
  efforts  to  do  so;  provided,  however,  in  no  event  shall  Seller's
  liability to  cure such defects  or exceptions, other  than mortgages  or
  deeds  of  trust  granted by  Seller,  exceed  FIFTEEN  THOUSAND  DOLLARS
  ($15,000.00) in  the aggregate.  If  Seller shall be  unable to cure  the
  Title Objections  within the time  period permitted  above, Seller  shall
  advise  Purchaser  in  writing.   If  Seller  does  not  cure  the  Title
  Objections  to Purchaser's  personal  satisfaction within  the  permitted
  time, Purchaser may  (i) terminate this Agreement upon written notice  to
  Seller, and  the parties hereto  shall be released  from all  obligations
  hereunder, or (ii) waive  in writing those Title Objections which  Seller
  is unable to  cure after a good faith effort  by Seller to cure same  and
  proceed to  close this Agreement  pursuant to the  provisions hereof,  or
  (iii) extend  the time  for an  amount  of time  Purchaser, in  its  sole
  discretion, deems necessary for Seller to cure the Title Objections.

                                                                     page 2
  <PAGE>
        3.1.2.  Survey.   Purchaser  shall  obtain  the Survey,  if  any,  at
  Purchaser's sole  cost.   Purchaser shall  have until  the expiration  of
  December 19, 1997,  to approve or  disapprove the Survey.   If  Purchaser
  shall disapprove such  Survey in writing, Seller  shall have a period  of
  thirty  (30)  days  after  receipt  of  Purchaser's  written  notice   of
  disapproval  in which  to cure  any  defect to  the Survey  specified  by
  Purchaser   or  not   permitted  under   this  Agreement   (the   "Survey
  Objections"),  and Seller  agrees to  use reasonable  efforts to  do  so;
  provided, however,  in no  event shall  Seller's liability  to cure  such
  defects exceed  FIFTEEN THOUSAND DOLLARS  ($15,000.00) in the  aggregate.
  If Seller shall be unable to  cure the Survey Objections within the  time
  period permitted  above, Seller shall  advise Purchaser in  writing.   If
  Seller  does not  cure  the  Survey Objections  to  Purchaser's  personal
  satisfaction within the permitted time, Purchaser may (i) terminate  this
  Agreement upon written notice to Seller, and the parties hereto shall  be
  released from all  obligations hereunder, or (ii) waive in writing  those
  Survey  Objections which  Seller is  unable to  cure after  a  good-faith
  effort  by Seller  to  cure same  and  proceed to  close  this  Agreement
  pursuant  to the  provisions  hereof, or  (iii) extend  the time  for  an
  amount of  time Purchaser, in  its sole discretion,  deems necessary  for
  Seller to cure the Survey Objections.

          3.1.3. UCC Search on Personal Property.  Purchaser shall obtain the
  Uniform Commercial  Code search,  if any, for  each county  and state  in
  which  any of  the  Real  Property, Improvements,  or  Tangible  Personal
  Property is located and where Seller has its principal place of  business
  (collectively,  the "UCC  Searches").   Purchaser  shall have  until  the
  expiration of  December 19, 1997,  to examine  the UCC  Searches and  the
  Existing  Personal Property  Conditions, and  approve or  disapprove  the
  same in writing.   In the event Purchaser  disapproves in writing any  of
  the UCC  Searches or any  of the Existing  Personal Property  Conditions,
  Seller  shall  have  a period  of  thirty  (30)  days  after  receipt  of
  Purchaser's written notice of disapproval in which to cure any defect  or
  exception specified  by Purchaser or not  permitted under this  Agreement
  (the  "Personal   Property  Objections"),  and   Seller  agrees  to   use
  reasonable efforts  to do  so.   If Seller shall  be unable  to cure  the
  Personal  Property Objections  within the  time period  permitted  above,
  Seller shall advise  Purchaser in writing.  If  Seller does not cure  the
  Personal  Property  Objections  to  Purchaser's  personals   satisfaction
  within the  permitted time,  Purchaser may  (i) terminate this  Agreement
  upon written notice to Seller,  and the parties hereto shall be  released
  from all obligations  hereunder, or (ii) waive in writing those  Personal
  Property Objections  which Seller is  unable to cure  after a good  faith
  effort  by Seller  to  cure same  and  proceed to  close  this  Agreement
  pursuant  to the  provisions  hereof, or  (iii) extend  the time  for  an
  amount of  time Purchaser, in  its sole discretion,  deems necessary  for
  Seller to cure the Personal Property Objections.

        3.1.4.  Contracts and  Agreements. On or before  fifteen (15)  days
  after the Effective Date, Seller shall deliver to Purchaser, at  Seller's
  sole cost, true,  correct, and complete copies  of all the contracts  and
  other instruments, contracts,  licenses, and agreements which affect  the
  ownership,  operation,  or   use  of  the  Property  (the   "Contracts"),
  including, but not limited  to, (i) any and all leases, security  deposit

                                                                    page 3
  <PAGE>
  agreements,  letters of  credit, service  contracts, utility  agreements,
  construction contracts, licenses,  permits (including water, waste  water
  and underground  storage tanks, if  any), and  employment agreements,  if
  any, (ii) all  development permits and  insurance policies applicable  to
  the  Real   Property,  Improvements,  or   Tangible  Personal   Property,
  (iii) all documents evidencing,  affecting, or relating to loans  secured
  by  liens against  the Real  Property or  the Personal  Property,  (iv) a
  current profit and loss statement, balance sheet, and the general  ledger
  relating to  the operation  of the Club  and the  Real Property,  (v) tax
  bills and receipts for  current real estate and personal property  taxes,
  and  (vi) all development  plans, plats,  architectural drawings,  plans,
  specifications, renderings, floor  plans, engineering plans and  studies,
  environmental  and  toxic   waste  studies  and  information   (including
  wetlands and  endangered species habitat located  on the Real  Property),
  surveys, site  plans, soil and  substrata studies,  utility schemes,  and
  landscape plans available  to Seller covering, affecting, or relating  to
  any  of the  Real Property  or the  Improvements.   Purchaser shall  have
  until the  expiration of December 19,  1997, to  examine such  documents.
  All agreements  with business terms  reasonably acceptable to  Purchaser,
  shall be assigned to Purchaser  at Closing pursuant to the Assignment  of
  Contracts  (the   "Approved  Contracts").     In   the  event   Purchaser
  disapproves any  of the  items delivered  by Seller  to Purchaser  above,
  Seller shall have a period of  ten (10) days from receipt of  Purchaser's
  written notice of  disapproval in which to  cure any defect or  exception
  specified  by  Purchaser  or not  permitted  under  this  Agreement  (the
  "Contract Objections"),  and Seller agrees to  use reasonable efforts  to
  do so.  If Seller shall be unable to cure the Contract Objections  within
  the  time  period  permitted above,  Seller  shall  advise  Purchaser  in
  writing.    If  Seller   does  not  cure  the  Contract  Objections,   to
  Purchaser's personal satisfaction,  within the permitted time,  Purchaser
  may (i) terminate this Agreement  upon written notice to Seller, and  the
  parties  hereto shall  be released  from  all obligations  hereunder,  or
  (ii) waive in  writing those Contract Objections  which Seller is  unable
  to cure after a good faith  effort by Seller to cure same and proceed  to
  close this Agreement  pursuant to the provisions hereof, or  (iii) extend
  the time for an amount of  time Purchaser, in its sole discretion,  deems
  necessary for Seller to cure the Contract Objections.

        3.1.5.  Feasibility  Period.   For the  period commencing  with  the
  Effective  Date   until  the   expiration  of   December 19,  1997   (the
  "Feasibility  Period"), Seller  shall permit  Purchaser  and any  of  its
  officers,   employees,  agents,   attorneys,   accountants,   appraisers,
  architects, engineers, consultants, lenders, or other representatives  as
  designated  by Purchaser  (collectively,  "Purchaser's  Representatives")
  access  to Seller's  books  and records  relating  to the  ownership  and
  operation  of  the  Property and  access  to  and  entry  upon  the  Real
  Property, to  examine, inspect,  measure, and  test the  Property and  to
  conduct  such financial  audits  and  verifications as  they  shall  deem
  reasonably necessary (collectively,  the "Inspections").  Seller  through
  the  Seller's  Representatives and  upon  request  from  Purchaser  shall
  cooperate with  Purchaser and Purchaser's  Representatives in  conducting
  the foregoing  activities.  Without  limitation of the  foregoing, it  is
  acknowledged that  Purchaser and Purchaser's  Representatives shall  have
  the right  to conduct financial audits  with respect to Seller's  current

                                                                     page 4
  <PAGE>
  fiscal  year  operations.    Seller  hereby  consents  to  Purchaser   or
  Purchaser's Representatives  (i) conducting a Phase I environmental  site
  assessment of the  Property (the "Phase I Study"), and (ii) a  structural
  review  of the  Improvements (the  "Structural Report").   The  costs  of
  conducting  and obtaining  the Phase I  Study and  the Structural  Report
  shall  be  the  responsibility  of  Purchaser.    In  the  event  any  of
  Purchaser's  Representatives recommends  additional environmental  review
  after   conducting   the   Phase I   Study,   Seller   through   Seller's
  Representatives, shall permit Purchaser and Purchaser's  Representatives'
  access to and  entry upon the Real  Property for such additional  review;
  provided,  however,  that  no  invasive  inspection  shall  be  performed
  without one  of Seller's  Representatives' prior  written consent  (which
  consent shall not be unreasonably withheld or delayed).  Purchaser  shall
  give not less  than twenty-four (24) hours  prior written or oral  notice
  to Seller's Representatives prior to any entry upon the Real Property  or
  Improvements for  the purpose of  conducting such  Inspections, and  such
  entry shall be  scheduled and coordinated with Seller's  Representatives.
  At Seller's election, a representative of Seller shall be present  during
  any entry  by Purchaser or Purchaser's  Representative upon the  Property
  for conducting  said Inspections.   Purchaser shall not  cause or  permit
  any mechanic's  liens, materialmen's liens,  or other liens  to be  filed
  against the  Property as a  result of the  Inspections.  Purchaser  shall
  repair and restore  any damage to the Property  caused by entry upon  the
  Real  Property or  Improvements by  Purchaser  or the  other  Purchaser's
  Representatives,  except to  the extent  Seller's negligence  or  willful
  acts contributed to such damage.  Purchaser shall indemnify, defend,  and
  hold  harmless Seller  and  Seller's officers,  directors,  shareholders,
  partners, tenants, agents, and employees (collectively, the  "Indemnified
  Parties"), from and against any and all actions, losses, costs,  damages,
  claims, liabilities, and  expenses (including court costs and  reasonable
  attorneys' fees) brought,  sought, or incurred by  or against any of  the
  Indemnified  Parties resulting  from, arising  out  of, or  relating  to,
  entry upon the Real Property or  Improvements by Purchaser or any of  the
  other  Purchaser's  Representatives,   except  to  the  extent   Seller's
  negligence  or  willful   acts  contributed  to  same.    The   foregoing
  indemnification  and repair  and restoration  obligations  (collectively,
  "Purchaser's Indemnity") shall expressly survive the termination of  this
  Agreement for  a period of  one (1) year  after the  termination of  this
  Agreement or  Closing.   If Purchaser notifies  Seller in  writing on  or
  before the end of the Feasibility  Period that the Property or any  other
  item is  unsatisfactory for any  reason whatsoever,  in Purchaser's  sole
  discretion, Purchaser may, upon written notice to Seller, terminate  this
  Agreement, and the parties hereto shall be released from all  obligations
  hereunder.  If Purchaser fails to terminate this Agreement in  accordance
  with its  right to  terminate on  or before  the end  of the  Feasibility
  Period,  Purchaser  shall  have  no  further  right  to  terminate   this
  Agreement pursuant to this Paragraph.

        3.1.6.  Inventory.  Not earlier than five (5) days or later than  two
  (2) days  prior to  the Closing Date,  Seller shall  conduct a  complete,
  itemized,  and detailed  inventory of  the Tangible   Personal  Property.
  Seller shall give Purchaser at least two (2) days actual notice prior  to

                                                                    page 5
  <PAGE>
  such inventory, and Purchaser shall be entitled to have a  representative
  present  for the  inventory.   Seller  and  Purchaser shall  certify  the
  inventory to be  true and accurate as of the  day of taking.  After  such
  inventory is taken, Seller shall make changes thereto only in the  normal
  and ordinary course of business.

                                 ARTICLE  4.

                          PAYMENT OF PURCHASE PRICE


        4.1.  Payment of  Purchase Price.  The  Purchase Price shall be payable
  in cash, cashier's check, or wire transfer at Closing.

                                 ARTICLE  5.

                                   CLOSING


        5.1.  Date  and  Location.  Provided  Purchaser  has not exercised
  Purchaser's right  to terminate  as set  forth herein,  Closing shall  be
  held  at  10:00 a.m.  on  or  before January 31,  1998,  if  all  of  the
  Conditions  Precedent  to  Closing  set  forth  herein  shall  have  been
  satisfied or  waived, or such earlier  or later date  as may be  mutually
  agreed upon  in writing by the  parties hereto.   In the event  Purchaser
  elects to extend any of the time periods set forth in Article 3 to  allow
  Seller additional  time to cure  any objection raised  by Purchaser,  the
  Closing Date  shall be  extended for  the same  period, but  in no  event
  shall  the Closing  Date be  extended more  than sixty  (60) days  unless
  agreed to  in writing  by both  parties.  Closing  shall be  held at  the
  offices of the Title Company, or such other location mutually  acceptable
  to Seller and Purchaser.

        5.2.  Delivery  by  Seller.  At  Closing, Seller shall cause to be
  delivered to  Purchaser the following documents  and instruments, all  of
  which  shall be  dated  on or  effective  as  of the  Closing  Date  (the
  "Closing Documents"):

        5.2.1. The  Deed,   duly  executed  and   acknowledged  by   Seller,
  conveying to  Purchaser good, marketable, and  indefeasible title to  the
  Real  Property  and  the Improvements,  subject  only  to  the  Permitted
  Exceptions;

        5.2.2. The  Assignment  of  Contracts,  duly  executed  by   Seller,
  assigning  to  Purchaser  all  of  Seller's  interest  in  the   Approved
  Contracts;

        5.2.3.  The  Bill of  Sale, duly  executed  by Seller,  conveying  to
  Purchaser  good,  indefeasible, and  marketable  title  to  the  Personal
  Property, subject only to the Permitted Exceptions;

        5.2.4.  The  Assignment of  Bonds, Warranties,  and Guaranties,  duly
  executed by Seller, assigning to Purchaser all guaranties and  warranties
  pertaining to the Property such as they exist;

                                                                 page 6
  <PAGE>
        5.2.5.  The Assignment  of Water  Rights, duly  executed by  Seller,
  assigning to  Purchaser all water  rights held by  Seller and related  to
  the Property;

        5.2.6. A Bringdown Certificate, duly executed by Seller;

        5.2.7. A  nonforeign  status  affidavit  from  Seller  in  favor  of
  Purchaser in the form of Exhibit B attached hereto;

        5.2.8.  The  Earnest Money  Deposit, including  any interest  accrued
  thereon to be paid to Seller and credited against the Purchase Price;

        5.2.9.  An IRS Allocation Form, duly executed by Seller;

        5.2.10. A  resolution authorizing  the consummation  of the  purchase
  and  sale transaction  contemplated hereby  and delivery  of the  closing
  documents on behalf of Seller; and

        5.2.11.  All other documents reasonably required to be effectuate  the
  transaction contemplated hereby in the manner described herein.

       5.3.  Delivery by Purchaser.   At Closing, Purchaser shall cause  to
  be delivered to  Seller the following documents, instruments, and  items,
  all of which shall be dated on or effective as of the Closing Date:

        5.3.1.  The Purchase Price;

        5.3.2.  The Assignment of Contracts, duly executed by Purchaser;

        5.3.3.  A Bringdown Certificate, duly executed by Purchaser;

        5.3.4.  An IRS Allocation Form, duly executed by Purchaser;

        5.3.5.  A  board  resolution  authorizing  the  consummation  of  the
  purchase and  sale transaction contemplated  hereby and  delivery of  the
  closing documents on behalf of Purchaser; and

        5.3.6.  All  other documents  reasonably required  to effectuate  the
  transaction contemplated hereby in the manner described herein.

       5.4.  Recordation.  Upon the completion of the deliveries  specified
  in  this Article,  the Title  Company shall  be authorized  to cause  the
  appropriate  closing documents  to be  immediately recorded  in  Seminole
  County, Florida.

                                                                     page 7
  <PAGE>
       5.5.  Closing  Costs.   At or  prior to  Closing, Seller  shall  pay
  (i) one-half (1/2) of all premium  and other charges and costs incident  to
  the  issuance   of  the  Commitment   and  the   Owner's  Title   Policy,
  (ii) recording fees  for UCC terminations,  (iii) recording fees for  any
  Easements, and  (iv) all documentary transfer  taxes, deed stamps,  fees,
  or  any  other  costs associated  with  the  sale  of  the  Property  and
  recording of the Deed.  At Closing, Purchaser shall pay (i) one-half  (/)
  of all premium  and other charges and costs  incident to the issuance  of
  the Commitment  and Owner's Title  Policy, (ii) any survey  endorsements,
  (iii) Mortgage   Documentary  Stamp   Fares,  (iv) recording   fees   for
  Purchaser's   Mortgage,  and   (v) recording   fees  for   UCC   filings.
  Prorations shall be in accordance with the provisions of this  Agreement.
  All other escrow and costs of  Closing shall be allocated to and paid  by
  Seller and Purchaser  at Closing in accordance  with the manner in  which
  such costs  are customarily  borne by  such parties  in Seminole  County,
  Florida;  provided, however,  each party  shall  be responsible  for  the
  payment of the fees and expenses of its respective legal counsel.

                                 ARTICLE  6.

                              CLOSING STATEMENT

        6.1. Closing Statement.  A  closing statement, in a form acceptable to
  both parties, shall be prepared by the Title Company and executed by  the
  parties hereto  at Closing, which  closing statement  shall evidence  the
  monetary terms of this transaction.

                                 ARTICLE  7.

                                 PRORATIONS


        7.1.  Ad Valorem Taxes  and Special Assessments.  General ad valorem
  taxes  and special  assessments, if  any,  shall be  prorated as  of  the
  Closing Date.   If Closing shall occur before the  tax rate is fixed  for
  the tax  year in which  Closing shall occur,  the apportionment shall  be
  based on  the tax rate for  the previous tax year  applied to the  latest
  assessed valuation of the Property.   In such event, at such time as  the
  tax rate is fixed for the tax year in which Closing shall occur,  general
  ad valorem  taxes and special  assessments shall be  readjusted.  If  the
  amount that Seller  would have paid had such tax  rate been fixed at  the
  time of  Closing exceeds  the amount which  Seller actually  paid at  the
  time  of Closing,  Seller shall  immediately pay  over to  Purchaser  the
  amount of such excess upon Purchaser's written request for same.  If  the
  amount that Seller  would have paid had such tax  rate been fixed at  the
  time of Closing  is less than the amount actually  paid by Seller at  the
  time  of Closing,  Purchaser shall  immediately pay  over to  Seller  the
  amount of such overpayment, upon Seller's written request for same.   All
  taxes  and assessments  of  any  nature whatsoever  attributable  to  the
  period prior to  Closing because of a change in  the use of the  Property
  shall be the obligation of Seller, regardless of when they are assessed.

        7.2.  Prepaid Expenses, Deposits, and Deferred Income.  All  prepaid
  expenses, deposits, and  deferred income, including, but not limited  to,
  dues,  fees, locker  rentals, and  bag storage  charges, which  arose  by
  virtue of  the operation of the  Club and which  Seller has collected  or
  received a credit for, shall be prorated as of the Closing Date.

                                                                    page 8

  <PAGE>
        7.3.  Accounts Receivable.  All of Seller's  Receivables shall remain
  the  property of  Seller.   In  order  to facilitate  the  collection  of
  Seller's Receivables,  Purchaser agrees to  attempt to  collect same  for
  the benefit  of Seller  for a  period of  one hundred  twenty (120)  days
  following  the Closing  Date.   Purchaser shall  account for  and pay  to
  Seller all of Seller's Receivables collected by Purchaser within  fifteen
  (15) days  following each  billing date  which occurs  after the  Closing
  Date, but  before one  hundred twenty  (120) days  following the  Closing
  Date.   Purchaser shall  make a final  accounting and  payment to  Seller
  within one  hundred thirty five  (135) days following  the Closing  Date.
  Purchaser's  obligation to  collect  Seller's Receivables  shall  not  be
  greater than Purchaser's efforts to collect accounts receivable owing  to
  Purchaser, and  if any of  Seller's Receivables shall  remain unpaid  one
  hundred thirty  five (135) days after  the Closing Date, Purchaser  shall
  advise Seller  of such  accounts receivable,  including the  name of  the
  debtor  and the  amount owing,  and Purchaser  shall thereafter  have  no
  further obligation with respect to Seller's Receivables.

        7.3.1.  Regardless  of payee  designation, all  payments received  on
  account by Purchaser or Seller from a Club member who has an  outstanding
  Seller's Receivable shall  be presumed to be  payments in respect to  the
  oldest accounts receivable then outstanding.

        7.3.2.  Seller shall have  the right to review Purchaser's books  and
  records  at reasonable  intervals  and  on reasonable  notice  to  verify
  Purchaser's compliance with this Section.

        7.3.3.  Seller may,  in its sole  discretion and in  addition to  the
  obligations of  Purchaser as hereinabove  defined, exercise  any and  all
  efforts to collect  delinquent Seller's Receivables, including resort  to
  legal  action, subject  to  the  Club's bylaws  and  accounts  receivable
  procedure.   All such efforts  by Seller shall  be at its  sole cost  and
  expense.

       7.4.  Accounts Payable.  All of Seller's Payables shall be  Seller's
  sole responsibility.  At  the request of Purchaser, Seller shall,  within
  ten  (10) days  following such  request, furnish  Purchaser  satisfactory
  evidence that any account payable received  has been paid when due or  is
  being  contested in  good faith  by Seller  or, in  the absence  of  such
  satisfactory  evidence, Purchaser  may, (ii) offset  against any  amounts
  due from  Purchaser to Seller  (including, but not  limited to,  Seller's
  Receivables)   any  amounts   needed  to   pay  Seller's   Payables,   or
  (iii) pursue any other  remedy granted herein.  Notwithstanding  anything
  to  the contrary  recited herein,  in  no event  shall Seller  delay  the
  payment of any of Seller's  Payables that would interfere or disrupt  the
  operation of the Club.

       7.5.  Utilities.      Seller   shall   cause   the   companies   and
  municipalities furnishing utility  services to the Real Property and  the
  Improvements to make termination  readings on the morning of the  Closing
  Date, or on  a date as soon thereafter as  possible, and to submit  final
  statements for utility services, which  Seller agrees to pay in a  timely
  manner.

                                                              page 9
  <PAGE>
       7.6.  Insurance.  Insurance, if  any, carried by Seller on the  Real
  Property,  Improvements,   and  Tangible  Personal   Property  shall   be
  terminated  effective  as   of  Closing.    Purchaser  shall  be   solely
  responsible  for  acquiring insurance  coverage  on  the  Real  Property,
  Improvements, and Tangible Personal Property after Closing.

                                 ARTICLE  8.

                         POSSESSION OF THE PROPERTY

       8.1.    Possession  of  the  Property.    Possession  of  the   Real
  Property,  Improvements,   and  Tangible  Personal   Property  shall   be
  transferred by Seller to Purchaser at Closing.

                                 ARTICLE  9.

                                RISK OF LOSS

       9.1.  Damage or  Destruction.  Risk of  loss until Closing shall  be
  borne by  Seller.  In the  event that damage or  destruction of the  Real
  Property,  Improvements,  or Tangible  Personal  Property,  or  any  part
  thereof, by  fire or other  casualty occurs prior  to Closing,  Purchaser
  shall elect in writing, at its option, one of the following:

        9.1.1.  To terminate this Agreement, in which event each party  shall
  be released from all obligations hereunder and the Earnest Money  Deposit
  shall immediately be returned to Purchaser by the Title Company; or

        9.1.2.  To request that Seller repair and/or replace such damaged  or
  destroyed  Real Property,  Improvements, or  Tangible Personal  Property.
  If Seller, at  its sole option, elects to do  so, the Closing Date  shall
  be extended  for a reasonable  time in order  to allow  Seller to  repair
  such  damage to  the Real  Property, Improvements,  or Tangible  Personal
  Property, and Seller  shall proceed diligently to complete such  repairs.
  If  Seller, at  its sole  option,  elects not  to  do so,  Purchaser  may
  terminate this Agreement as provided in Paragraph 9.1.1; or

        9.1.3.  To  accept  from  Seller  the  assignment  of  any  insurance
  proceeds payable by reason of  such damage or destruction and to  proceed
  with Closing.

       9.2.  Repair.  In  the event that Seller  is required to repair  any
  damage  whatsoever  to  the  Real  Property,  Improvements,  or  Tangible
  Personal Property,  Seller shall repair  and restore  the Real  Property,
  Improvements, or Tangible Personal Property to the condition in which  it
  existed immediately prior to such damage or destruction.

  <PAGE>                                                            page 10

                                ARTICLE  10.

                                CONDEMNATION

       10.1.  Effect of Taking.  In the event that any portion of the  Real
  Property  or the  Improvements is  taken by  right of  eminent domain  or
  condemnation prior to Closing,  Purchaser shall elect in writing, at  its
  option, one of the following:

        10.1.1.  To terminate this Agreement, in which event each party  shall
  be released from all obligations hereunder and the Earnest Money  Deposit
  shall immediately be returned to Purchaser by the Title Company; or

        10.1.2.  To  accept the  condemnation  proceeds and  to  proceed  with
  Closing.

                                ARTICLE  11.

                   SELLER'S REPRESENTATIONS AND WARRANTIES


       11.1.  Seller makes the following representations and warranties  to
  Purchaser,  which  representations  and  warranties  shall  survive   the
  execution and delivery  of this Agreement and  shall be true and  correct
  in all material respects on the Closing Date:

        11.1.1.  Corporate  Status.   Seller is  a Delaware  corporation  duly
  organized, validly existing, and in  good standing under the laws of  the
  State of Florida, with full corporate power to enter into this  Agreement
  and execute all documents required hereunder.

        11.1.2.     Authorization.     The  making,   execution,  delivery, and
  performance of  this Agreement  by Seller  has been  duly authorized  and
  approved by the Board of Directors of Seller and constitutes a valid  and
  binding obligation, enforceable in accordance with its terms.

        11.1.3.  Violation of Agreement.   Neither the execution and  delivery
  of this  Agreement by Seller nor  Seller's performance of any  obligation
  hereunder  (i) will   constitute  a   violation  of   any  law,   ruling,
  regulation,  or  order   to  which  Seller  is  subject,  or   (ii) shall
  constitute  a  default  of any  term  or  provision  or  shall  cause  an
  acceleration of  the performance required  under any  other agreement  or
  document  to which  (a) Seller  is a  party  or is  otherwise  bound,  or
  (b) the Property or any part thereof is subject.

        11.1.4.  Governmental Agencies.   To the  best of Seller's  knowledge,
  there  are  no  existing  conditions  in  or  about  the  Real  Property,
  Improvements, or Tangible  Personal Property, or otherwise, which are  in
  material  violation  of   any  city,  county,  state,  or  federal   law,
  ordinance, or  regulation.  Seller has  not received any notice,  written
  or otherwise,  from any governmental agency  requiring the correction  of

                                                               page 11
  <PAGE>
  any  condition  with  respect to  the  Real  Property,  Improvements,  or
  Tangible Personal  Property which is  in material violation  of any  law,
  ordinance, or regulation.

        11.1.5.  Title to Property.  Seller shall have at the time of  Closing
  good, marketable, and indefeasible title to the Property, free and  clear
  of all liens, claims, and encumbrances of any nature, except for  (i) the
  Existing  Real  Property  Conditions,  and  (ii) the  Existing   Personal
  Property Conditions.

        11.1.6.  Litigation, Claims, or Proceedings.  To the best of  Seller's
  knowledge, there are  no existing or pending actions, suits,  litigation,
  claims, proceedings, or  governmental investigations with respect to  any
  aspect of the Property or the  Club or affecting Seller's right to  enter
  or perform  this Agreement,  nor, to the  knowledge of  Seller, have  any
  such  actions, suits,  litigation, claims,  proceedings, or  governmental
  investigations been threatened or asserted.

        11.1.7.  Contracts.  To the  best of Seller's knowledge, there are  no
  outstanding contracts, commitments,  leases, or agreements of any  nature
  to which  the Club, Seller,  or the Property  is or  may become  subject,
  except the  Contracts.   If, subsequent to  the date  of this  Agreement,
  Seller or  Purchaser determines  that there  are contracts  to which  the
  Club,  Seller,  or  the Property  is  or  may  become  subject  and  such
  contracts are not  included in Exhibit C attached hereto, Purchaser  may,
  at its  option, elect  to have  all or less  than all  of such  contracts
  deemed to be included in Exhibit C attached hereto.

        11.1.8.  Club Membership.   To the best of Seller's knowledge,  except
  as set forth on Exhibit D attached hereto, there are no  representations,
  covenants,  restrictions,  or  agreements,  whether  express  or  implied
  (including any rule,  regulation, or bylaw relating to membership),  made
  by  Seller  concerning  (i) the total  allowable  number  of  members  or
  classes  of  membership in  the  Club,  (ii) qualifications  or  approval
  required for new members, (iii) the amount of initiation fees,  deposits,
  restrictions, or waiver of monthly dues, court fees, or other fees to  be
  charged to the  membership for their usage of  the Real Property and  the
  Improvements, or (iv) the rights of members of the Club.

        11.1.9.  Environmental Laws.   To the best  of Seller's knowledge,  for
  the period from  November 12, 1997 through  the Closing Date, Seller  has
  and will not  dispose or release any  hazardous substance or solid  waste
  on or  to the  Property (the  terms "hazardous  substance" and  "release"
  shall  have  the   meanings  specified  in  Comprehensive   Environmental
  Response  Compensation and  Liability  Act of  1980,  as amended  by  the
  Superfund Amendments  and Reauthorization Act  of 1986  [as amended  from
  time to time, hereinafter referred to as "CERCLA"], and the terms  "solid
  waste" and "disposal,"  or "disposed," shall have the meanings  specified
  in the  Resource Conservation and  Recovery Act of  1976, the Sold  Waste
  Disposal  Act Amendments  of  1980, and  the  Hazardous and  Solid  Waste
  Amendments of  1986 [as amended from  time to time, hereinafter  referred
  to as  "RCRA"]; provided  to the  extent that the  laws of  the State  of

                                                                   page 12
  <PAGE>
  Florida,  as  currently  enacted,  establish  a  meaning  for  "hazardous
  substance," "release," "solid waste" or "disposal" which is broader  than
  that  specified in  either CERCLA  or RCRA,  such broader  meaning  shall
  apply).  If Seller receives notice  of any such pending claim or  action,
  it shall provide Purchaser with a  copy thereof within three (3) days  of
  its receipt.

        11.1.10. Employees. Seller  acknowledges that  Purchaser is  acquiring
  only  the Property  and the  Club  and is  not  obligated to  retain  any
  employee  and is  not assuming  any employment  agreement of  any  nature
  between  Seller and  its  employees.   Seller  shall indemnify  and  hold
  Purchaser harmless against any claims arising out of the terminations  of
  any  employees by  Seller and  related to  such terminations,  including,
  without  limitation,   any  claims  filed   with  the  Equal   Employment
  Opportunity Commission.

        11.1.11.  Retirement Plan; Deferred Compensation.  Purchaser shall not
  assume or  be responsible for, and  Seller shall indemnify Purchaser  and
  save  Purchaser  harmless from,  liability  for  any  claims,  coverages,
  reimbursements, or  any other liabilities  to any employee,  beneficiary,
  or other  person or entity  in connection with  any of Seller's  employee
  plans (including,  without limitation, any welfare  benefit plans) or  by
  reason  of any  action by  Seller or  any of  its subsidiaries  or  other
  affiliates, or any administrator or fiduciary or other person or  entity,
  with respect to  any of Seller's employee  plans, whether before, on,  or
  after Closing.   Seller shall  be solely liable  and responsible for  any
  and  all  assets,  liabilities,  and  benefits  accrued  under   Seller's
  qualified pension and savings plans  as of Closing.  Purchaser shall  not
  assume, and Seller shall indemnify Purchaser and save Purchaser  harmless
  from, any  liability or obligation  whatsoever with  respect to  Seller's
  pension and savings plans prior to, on, or after Closing.

       Notwithstanding  anything  to the  contrary  contained  herein,  any
  representation  made in  this  Paragraph by  Seller  concerning  Seller's
  employees shall be limited to those persons employed at the Club.

        11.1.12.  COBRA.  Seller agrees to pay and be liable to Purchaser and
  its affiliates  and shall assume,  indemnify, defend,  and hold  harmless
  Purchaser and its affiliates from and  against and in respect of any  and
  all  losses, damages,  liabilities,  taxes, sanctions  that  arise  under
  Section 4980B  of  the  Internal  Revenue  Code  of  1986  (the  "Code"),
  interest   and  penalties,   costs  and   expenses  (including,   without
  limitation,  disbursements   and  reasonable  legal   fees  incurred   in
  connection therewith  and in  seeking indemnification  therefor, and  any
  amounts or expenses  required to be paid  or incurred in connection  with
  any  action, suit,  proceeding,  claim, appeal,  demand,  assessment,  or
  judgment) imposed  upon, incurred by,  or assessed  against Purchaser  or
  any of  its affiliates or  any of their  respective employees arising  by
  reason  of or  relating to  any  failure by  Seller  to comply  with  the
  continuation health  care coverage requirements  of Section 4980B of  the
  Code  and Sections 601  through 608  of  the Employee  Retirement  Income

                                                                   page 13
  <PAGE>
  Security Act  of 1974 ("ERISA")  which failure occurred  with respect  to
  any current or  prior employee of Seller  from November 12, 1997  forward
  or any  qualified beneficiary  of such  employee (as  defined in  Section
  4980B(g)(1) of the Code) on or prior to the Closing Date.

       Notwithstanding  anything  to the  contrary  contained  herein,  any
  representation  made in  this  Paragraph by  Seller  concerning  Seller's
  employees shall be limited to those persons employed at the Club.

        11.1.13.  Disclosure.   Seller  has  disclosed and  made available to
  Purchaser  all due  diligence information  and materials  related to  the
  Club (i) provided  to Seller  by the seller  of the  Property to  Seller,
  (ii) discovered or  obtained by Seller, and  (iii) provided to Seller  by
  third parties, agents, or contractors of Seller.

                                ARTICLE  12.

                             SELLER'S COVENANTS


         12.1.    Seller  covenants and  agrees  to  the  following,  which
  covenants and  agreements shall survive  Closing, shall  have been  fully
  complied with as of the Closing  Date, and shall not be deemed merged  in
  the conveyance contemplated herein:

            12.1.1.     Litigation, Claims, or  Proceedings.  In the  event
       a lien,  claim, or  cause of action  affecting the  Property or  the
       Club should  arise prior to Closing,  Seller shall advise  Purchaser
       in writing.   If Seller elects to not  satisfy any such claim  prior
       to  Closing,  and  such claim  has  a  material  adverse  effect  on
       Purchaser's ability  to operate  the Club  after Closing,  Purchaser
       may, in its sole  discretion, elect to terminate this Agreement  and
       both parties  shall be released from  all obligations hereunder  and
       the  Earnest  Money   Deposit  shall  be  immediately  returned   to
       Purchaser by the Title Company.

            12.1.2.    Assessments.     If  any   governmental  agency   or
       authority  gives  notice  prior or  subsequent  to  Closing  of  any
       improvements,  liens, or  special assessments  made  or to  be  made
       against  the  Real  Property,  Improvements,  or  Tangible  Personal
       Property  which relate  to time  periods  prior to  Closing,  Seller
       shall satisfy and indemnify Purchaser from any such claim and  shall
       furnish Purchaser evidence thereof.

            12.1.3.  Permits.  Seller shall cooperate fully with  Purchaser
       as  necessary  to enable  Purchaser,  at  Purchaser's  cost,  unless
       otherwise  specified herein,  to procure  and/or  to transfer    all
       licenses, permits, or authorizations necessary for the operation  of
       the Real  Property or the Improvements,  including, if permitted  by
       law,  transferring  the existing  liquor  licenses  from  Seller  to
       Purchaser.   Seller shall  not let  any existing  license or  permit
       lapse without first notifying Purchaser in writing.

                                                                    page 14
  <PAGE>
            12.1.4.  Taxes.    All  payroll  taxes,  sales  taxes,  license
       taxes, liquor  taxes, use taxes, and  all other obligations  arising
       from and  as a result  of the operation  of the Club  and due or  to
       become  due to  any  governmental or  quasi-governmental  authority,
       whether  municipal, state,  county, or  federal, accruing  prior  to
       Closing shall be paid in full  by Seller, and Seller shall not  take
       nor omit to take any action  with respect to said taxes which  would
       prevent  Purchaser's performance  of  its obligations  hereunder  or
       impose  upon  Purchaser any  material  obligation  not  contemplated
       herein.

            12.1.5.  Liens.    From the  date  hereof  and  until  Closing,
       Seller  shall not  sell,  assign, or  create  any right,  title,  or
       interest  whatsoever in  or to  any of  the Property,  or create  or
       permit to  exist any liens,  encumbrance, or  charge thereon,  other
       than  the  Existing  Real  Property  Conditions,  Existing  Personal
       Property  Conditions,  and Permitted  Exceptions,  without  promptly
       discharging same.

            12.1.6.  Mechanic's Liens.   Seller shall  satisfy any and  all
       claims for mechanic's  or materialmen's liens for work performed  or
       materials  supplied  prior to  Closing;  provided,  however,  Seller
       shall have the right to contest any such claim so long as a bond  is
       posted by  Seller and/or other  procedures reasonably acceptable  to
       Purchaser  are followed  in  order  to protect  the  Real  Property,
       Improvements,  and Tangible  Personal Property  and  so long  as  no
       exception therefor appears in the Title Policy.

            12.1.7.  Contracts.    Seller agrees  not  to  enter  into  any
       contracts, commitments, leases, or agreements after the date  hereof
       to which the Club, Purchaser, or  the Property may be or may  become
       subject without giving  Purchaser  notice of the terms of and  third
       party  for such  matters.   Seller  agrees  not to  enter  into  any
       contracts, commitments, leases,  or agreements after the  expiration
       of  the Feasibility  Period to  which the  Club, Purchaser,  or  the
       Property may  be or may become  subject without the express  written
       approval  of Purchaser.    Notwithstanding anything  herein  to  the
       contrary,  nothing  herein shall  be  construed  as  prohibiting  or
       limiting  Seller from  entering into  any (i)contract  or  agreement
       which  is performable  and  terminates by  its  own terms  prior  to
       Closing,  or  (ii)  any  banquet,  tournament,  or  other   function
       agreement if entered into in the ordinary course of business.

            12.1.8.  Business  Practices.   From the  Effective Date  until
       the Closing Date,  Seller shall cause the  business of the Club  and
       the  Real Property  to  be  conducted in  accordance  with  Seller's
       stated operating plan and budget previously delivered to  Purchaser,
       and Seller  shall diligently attempt to  cause the Club to  preserve
       and maintain the goodwill of the Club, including relationships  with
       suppliers, members, and customers.  In addition, Seller shall  cause
       the  Club  to  maintain  financial  records  and  books  of  account
       consistent  with  Seller's  past  practices  and  to  maintain   all
       existing insurance on the Property.

                                                                    page 15
  <PAGE>
            12.1.9.    Violation of Representations.   From the  Effective
       Date and until Closing, Seller shall not take any action or omit  to
       take any action  which action or omission  would have the effect  of
       violating any  of the representations,  warranties, or covenants  of
       Seller  contained in  this  Agreement.   Seller  shall  also  update
       Seller's   Representations   and   Warranties,   as   contained   in
       Article 11,  as  is  necessary  to  make  such  representations  and
       warranties accurate.

            12.1.10.  Club Operation Restrictions.  From the expiration  of
       the Feasibility Period  and until Closing, Seller shall not,  except
       pursuant to existing agreements to which Seller is bound and  copies
       of which have  been delivered to Purchaser, (i) increase the  salary
       of any  employee of the  Club, (or) (ii) hire  any management  level
       employee for  employment at  the Club.   Except for  matters in  the
       ordinary course  of the  business of  the Club,  from the  Effective
       Date and  until Closing, Seller shall  not enter into any  agreement
       with the Club membership  or modify the Club's membership bylaws  or
       rules and regulations (or their equivalents).

                                ARTICLE  13.

                                 PURCHASER'S
                 COVENANTS, REPRESENTATIONS, AND WARRANTIES


       13.1.  Purchaser  makes the  following  covenants,  representations,
  and warranties  to Seller.  Each  covenant, representation, and  warranty
  shall survive the execution and  delivery of this Agreement and shall  be
  true and  correct in all material  respects on the  Closing Date, and  no
  covenant, representation, or warranty  shall be deemed to be merged  with
  the conveyance herein contemplated:

            13.1.1.  Corporate  Status.   Purchaser is  a corporation  duly
       organized, validly existing, and in good standing under the laws  of
       the State of Florida, with  full corporate power to enter into  this
       Agreement and execute all documents required hereunder.

            13.1.2.  Authorization.   The making, execution, delivery,  and
       performance  of  this   Agreement  by  Purchaser    has  been   duly
       authorized and approved by  the board of directors of Purchaser  and
       constitutes  a   valid  and  binding   obligation,  enforceable   in
       accordance with its terms.

            13.1.3.   Insurance.   Purchase  shall  at all  times  maintain
       general liability insurance  naming Seller as an additional  insured
       for matters related to the Club.

                                                                   page 16
  <PAGE>
                                ARTICLE  14.

                      LIABILITIES AND INDEMNIFICATIONS


       14.1.  Liabilities.   It  is expressly  agreed and  recognized  that
  Purchaser, in acquiring the Property, does not assume any  responsibility
  or liability whatsoever  for any commitments, obligations, or debts  made
  or incurred  by Seller, its  predecessors, or the  Club arising from  the
  ownership of the Property or the operation of the Club prior to  Closing,
  regardless  of  whether   fixed,  accrued,  or  contingent,  except   for
  obligations  arising  under the  Approved  Contracts  and  the  Permitted
  Exceptions after Closing.  It is further expressly agreed and  recognized
  that Seller,  in disposing of  the Property to  be conveyed hereby,  does
  not  assume   any  responsibility   or  liability   whatsoever  for   any
  commitments, obligations,  or debts made  or incurred  by Purchaser,  its
  successors, or  the Club arising  from the ownership  of the Property  or
  the operation  of the Club subsequent  to Closing, regardless of  whether
  fixed, accrued, or contingent.

       14.2.  Indemnification by  Seller.   Seller shall  pay, defend,  and
  hold  Purchaser and  the Club  harmless, except  for obligations  arising
  under  the Approved  Contracts  and Permitted  Exceptions  arising  after
  Closing,  from  and  against  all  liability  of  any  nature   whatever,
  regardless of the nature in which such liability may arise, from any  and
  all  claims,  actions,  demands,  expenses,  attorneys'  fees,   damages,
  losses,  liabilities,  suits,  and/or  judgments,  costs,  and  expenses,
  including those of any employee of  Seller or the Club, or any  customer,
  member,  invitee, or  licensee of  Seller or  the Club,  whether past  or
  present   (collectively,   "Damages"),   arising   from   (i) possession,
  ownership,  or operation  of the  Property or  the Club  by Seller  after
  November 12, 1997, (ii) any  third party relationship with Seller or  the
  Club prior  to Closing, (iii) any  misrepresentation, breach or  warranty
  and/or  covenant, or  nonfulfillment  of any  agreement  on the  part  of
  Seller  under  this  Agreement,  or  (iv) any  misrepresentation  in   or
  omission in  any Closing  Document executed  by Seller  and delivered  to
  Purchaser; provided, however,  the above indemnity shall expire upon  the
  expiration of one (1) year from Closing.  Seller shall also pay,  defend,
  and hold  harmless Purchaser and  the Club from  and against Damages,  to
  the extent such Damages are covered  by any indemnity in favor of  Seller
  pursuant to Seller's purchase of the Property.

       14.3.  Indemnification  by Purchaser.   Except  for the  obligations
  and liabilities retained by  Seller pursuant to the terms and  conditions
  of this Agreement, Purchaser shall pay, defend, and hold Seller  harmless
  from and against all liability of any nature whatever, regardless of  the
  nature  in which  such  liability may  arise,  for any  and  all  claims,
  actions, demands, expenses, reasonable attorneys' fees, damages,  losses,
  liabilities, suits,  and/or judgments, costs,  and expenses arising  from
  Purchaser's  actions  in  connection  with  Purchaser's  conducting   the
  Inspections on the Real Property; provided, however, the above  indemnity
  shall expire upon the expiration of one (1) year from the termination  of
  this Agreement or Closing.

                                                                    page 17

  <PAGE>
                                ARTICLE  15.

                           PURCHASER'S OBLIGATIONS


       15.1.  Independent Corporation.  Seller recognizes and  acknowledges
  that Purchaser  is an independent corporation,  chartered under the  laws
  of the  State of  Florida, to  whom Seller will  solely look  and who  is
  solely  responsible for  the  obligations and  liabilities  of  Purchaser
  recited  herein, arising  hereunder,  or in  any  manner related  to  the
  transactions  contemplated  hereby.     Seller  further  recognizes   and
  acknowledges that no other entity or entities, including  (i) Purchaser's
  parent  corporation,   (ii) any  individual,  or  (iii) any   corporation
  affiliated with Purchaser which may form, organize, provide services  to,
  provide loans  and funds to,  negotiate for, provide  personnel to,  make
  representations  on behalf  of, and  from time  to time  take actions  on
  behalf  of or  for the  benefit  of Purchaser,  by direct  dealings  with
  Seller or  those acting for it,  is in any  manner liable or  responsible
  for  the  obligations  and  liabilities  of  Purchaser,  whether  recited
  herein, arising hereunder, or  in any manner related to the  transactions
  contemplated hereby.

       15.2.  Affiliate Companies.   It  is agreed  and understood  between
  the  parties  hereto  that the  parent  and  affiliated  corporations  of
  Purchaser  will provide  services for  a fee  to Purchaser  and that  the
  providing of such services for a  fee and the actions taken in  providing
  such  services  shall  in  no  manner  be  construed  to  constitute  the
  undertaking by such  parent or affiliated corporation of any  obligation,
  duty,  or liability  of  Purchaser to  Seller  under the  terms  of  this
  Agreement  or  any other  relationship  existing  between  Purchaser  and
  Seller,  unless specifically  set forth  in a  document executed  by  the
  party to be charged with such obligation, duty, or liability.

                                ARTICLE  16.

                                   DEFAULT


       16.1.       Event  of  Default.    Except  as  otherwise   expressly
  provided herein, either party hereto shall be deemed  to be in default of
  this  Agreement if such party  fails or refuses to comply with the  terms
  and conditions set forth herein  for any reason  other than the prior
  termination of this Agreement  pursuant to a  right to so  terminate
  expressly set  forth in  this Agreement  and said  default continues  for
  a  period  of ten  (10) days  after  written notice from  the nondefaulting
  party to  the defaulting party  specifying the default (an "Event
  of Default").

                                ARTICLE  17.

                                  REMEDIES


       17.1.  Seller's Remedies Prior  to Closing.  Upon the occurrence  of
  an Event of Default by  Purchaser, Seller shall be entitled to  terminate
  this  Agreement by  giving Purchaser  written  notice of  termination  in
  writing, and  the parties hereto shall  be released from all  obligations
  to  each  other hereunder,  whereupon  Seller  shall have  the  right  to
  request the Title  Company to convert the  Earnest Money Deposit to  cash
  and to receive the Earnest Money Deposit from the Title Company.   Seller
  and  Purchaser agree  that Seller's  actual damages,  in the  event of  a

                                                                   page 18

  <PAGE>
  failure or refusal of Purchaser  to comply with the terms and  conditions
  hereof, would be difficult  to ascertain because of the uncertainties  of
  the real  estate market and the  fluctuations of property values  between
  the date  of this  Agreement and  the date of  an Event  of Default,  and
  because  of  differences  of  opinion.    Therefore,  Seller  agrees  and
  acknowledges receiving and  taking the Earnest Money Deposit as  Seller's
  sole  and total  relief  and exclusive  remedy  hereunder, and  that  the
  Earnest Money Deposit is, as  to both Seller and Purchaser, a  reasonable
  amount as liquidated damages and is not a penalty.

       17.2.  Seller's  Remedies  After  Closing.    Except  as   otherwise
  provided in this  Agreement, upon the occurrence  of an Event of  Default
  by Purchaser after Closing which is not cured within the time  permitted,
  Seller's sole  and exclusive remedy shall  be limited to arbitration,  as
  set forth herein.

       17.3.  Purchaser's Remedies Prior  to Closing.  Upon the  occurrence
  of an  Event of Default by  Seller prior to  Closing, Purchaser shall  be
  entitled  to (i)  terminate this  Agreement by  giving Seller  notice  of
  termination in  writing, whereupon the parties  hereto shall be  released
  from  all obligations  to each  other hereunder,  and the  Earnest  Money
  Deposit shall immediately be returned to Purchaser by the Title  Company,
  and Purchaser shall  be entitled to liquidated  damages in the amount  of
  ONE  HUNDRED  FIFTY  THOUSAND  DOLLARS  ($150,000.00)  (the   "Liquidated
  Damages"),  or (ii)  bring suit  for specific  performance.   Seller  and
  Purchaser  agree that  Purchaser's  actual damages,  in  the event  of  a
  failure or  refusal of  Seller to comply  with the  terms and  conditions
  hereof, would be difficult  to ascertain because of the uncertainties  of
  the real  estate market and the  fluctuations of property values  between
  the date  of this  Agreement and  the date of  an Event  of Default,  and
  because  of differences  of opinion.    Therefore, Purchaser  agrees  and
  acknowledges receiving and  taking the Liquidated Damages as  Purchaser's
  sole and  total relief and  exclusive remedy for  damages hereunder,  and
  that  the Liquidated  Damages is,  as  to both  Seller and  Purchaser,  a
  reasonable amount as liquidated damages and is not a penalty.

       17.4.  Purchaser's  Remedies After  Closing.   Except  as  otherwise
  provided in this  Agreement, upon the occurrence  of an Event of  Default
  by Seller  after Closing which  is not cured  within the time  permitted,
  Purchaser sole and exclusive  remedy shall be limited to arbitration,  as
  set forth herein.

                                ARTICLE  18.

                                 ARBITRATION


       18.1.    Arbitration.  Any controversy  arising out of, or  relating
  to, this Agreement,  or the breach thereof,  shall be settled by  binding
  arbitration  administered  by the  American  Arbitration  Association  in
  accordance with its  rules, and judgment upon  the award rendered by  the
  arbitrator  may  be  entered in  any  court  having  jurisdiction.    The
  initiating party  shall give  written notice to  the other  party of  its
  intention to  arbitrate, which notice shall  contain a statement  setting
  forth the nature of the dispute, the amount involved, if any, the  remedy
  sought, and the hearing locale requested, and shall file at any  regional
  office of  the American Arbitration Association  three (3) copies of  the
  notice and three (3) copies of this arbitration provision, together  with
  the  appropriate filing  fee, as  provided  by the  American  Arbitration
  Association.   The  arbitrator shall  be selected  by using  the  listing
  process under the  American Arbitration Association's arbitration  rules.
  The  arbitrator  shall  award  to  the  prevailing  party,  if  any,   as
  determined by the arbitrator, all of its costs and expenses.  "Costs  and

                                                                    page 19
  <PAGE>
  expenses"  shall   mean  all   reasonable  pre-award   expenses  of   the
  arbitration,  including  the  arbitrator's  fees,  administrative   fees,
  travel expenses, out-of-pocket  expenses, such as copying and  telephone,
  witness fees, and attorneys' fees.   The consideration of the parties  to
  be bound  by arbitration is  not only the  waiver of trial  by jury,  but
  also the waiver of any rights to appeal the arbitration finding.

                                ARTICLE  19.

                                   NOTICES


       19.1.       Notices.  Any  notices or other communications  required
  or permitted  hereunder shall  be sufficiently  given if  in writing  and
  (i) hand delivered, including  delivery by courier service, (ii) sent  by
  facsimile, or  (iii) sent by  certified mail,  return receipt  requested,
  postage prepaid, addressed  as shown below, or  to such other address  as
  the party concerned  may substitute by written notice  to the other.   If
  the  notice  is  sent  by  facsimile,  it  must  be  properly  addressed,
  reflecting the  facsimile phone number of  the addressee(s), and must  be
  transmitted  by a  facsimile which  produces  a dated  message  completed
  confirmation.   All notices hand  delivered shall be  deemed received  on
  the date  of delivery.   All notices forwarded  by mail  shall be  deemed
  received on a date three  (3) days (excluding Sundays and legal  holidays
  when  the U.S.  mail  is not  delivered)  immediately following  date  of
  deposit  in  the  U.S. mail.    Provided,  however,  the  return  receipt
  indicating the date upon which  all notices were received shall be  prima
  facie evidence that such notices were received on the date on the  return
  receipt.  Notwithstanding the foregoing, any notice of termination  given
  by Purchaser by  certified mail and facsimile and  sent prior to the  end
  of the Feasibility Period shall be effective when mailed.

       If to Seller:            ORLANDO RESORT CORPORATION
                                Sunday River Road
                                P.O. Box 450
                                Bethel, Maine 04217
                                Attention:  Mr. Michael Krongel
                                Facsimile:  (207) 824-5158

                                With a copy to:

                                American Skiing Company
                                Sunday River Road
                                Bethel, Maine 04217
                                Attention:  Mr. Christopher E. Howard
                                Facsimile:  (207) 824-5158

       If to Purchaser:         ELW GOLF GROUP, INC.
                                3702 Via de la Valle, Suite 202
                                Del Mar, California 92104
                                Attention:  Mr. Andrew Crosson
                                Facsimile:  (619) 794-7805

                                                                    page 20
  <PAGE>
                                With a copy to:

                                ADDISON LAW FIRM,
                                a Professional Corporation
                                14901 Quorum Drive, Suite 650
                                Dallas, Texas 75240
                                Attention:  Mr. Randolph D. Addison
                                Facsimile:  (972) 960-7719

       The addresses  and addressees  may be  changed by  giving notice  of
  such change in the manner provided herein for giving notice.  Unless  and
  until such  written notice is  received, the last  address and  addressee
  given shall be deemed to continue in effect for all purposes.  No  notice
  to either Purchaser  or Seller shall be  deemed given or received  unless
  the entity noted "With a  copy to" is simultaneously delivered notice  in
  the same  manner as any notice  given to either  Seller or Purchaser,  as
  the case may be.

                                ARTICLE  20.

                                MISCELLANEOUS


       20.1.  Entire Agreement.   This  Agreement and  the Exhibits  embody
  the entire agreement  and understanding of Seller and Purchaser  relating
  to the  subject matter hereof and  supersedes all prior  representations,
  agreements, and understanding, oral or written, relating to such  subject
  matter.

       20.2.  Exhibits.   All  Exhibits  attached hereto  are  incorporated
  herein  by  this  reference as  if  fully  set  forth  herein;  provided,
  however,  in  the event  that  at  the time  of  the  execution  of  this
  Agreement any of the Exhibits to be attached are incomplete, the  parties
  shall use their  best efforts to complete  such Exhibits at the  earliest
  possible date,  but in  any event such  Exhibits shall  be completed  and
  attached to  this Agreement prior  to the Closing  Date.   To the  extent
  this Agreement  may be rendered unenforceable  by the lack of  completion
  of any  of the Exhibits, such  defect shall be  cured as such  incomplete
  Exhibits are  made complete in  accordance with this  Section, except  to
  the extent that such Exhibits are deemed and stipulated by Purchaser  and
  Seller to be complete on the  execution of this Agreement by the  parties
  hereto.  If any Exhibits  are subsequently changed by the mutual  written
  agreement of the parties, the Exhibits shall be modified to reflect  such
  change or changes and initialed by the parties.

       20.3.  Bulk Sales  Act. Purchaser  and Seller  hereby jointly  waive
  any  and all  provisions  of the  Florida  Bulk  Sales Act  that  may  be
  applicable to the sale and purchase herein contemplated.

       20.4.  Assignment.    Except  as  expressly  provided  herein,  this
  Agreement and  any documents executed in  connection therewith shall  not
  be assigned by Seller or  Purchaser without the prior written consent  of
  the other  party, and any assignment  without such prior written  consent
  shall  be  null  and  void.    Notwithstanding  anything  herein  to  the
  contrary,  Purchaser  may  assign  this  Agreement  to  a  wholly   owned
  subsidiary of Purchaser  and, upon such assignment, Purchaser shall  have
  no further  rights or obligations  hereunder and  such subsidiary  entity
  shall be the "Purchaser" herein for all purposes.

                                                                    page 21

  <PAGE>
       20.5.  Severability.   Except as expressly provided to the  contrary
  herein, each  section, part, term, or  provision of this Agreement  shall
  be considered severable, and if  for any reason any section, part,  term,
  or provision  herein is determined to  be invalid and  contrary to or  in
  conflict with  any existing or  future law or  regulation by  a court  or
  governmental agency having  valid jurisdiction, such determination  shall
  not impair the operation of or  have any other affect on other  sections,
  parts, terms,  or provisions of  this Agreement as  may remain  otherwise
  intelligible, and the  latter shall continue to  be given full force  and
  effect and  bind the parties  hereto, and said  invalid sections,  parts,
  terms, or provisions shall not be deemed to be a part of this Agreement.

       20.6.  Confidentiality.    Except  as  required  by  any  applicable
  securities  or  other  law or  as  needed  in  order  to  consummate  the
  transaction  contemplated  herein  to  each  respective  party's  agents,
  employees, or  contractors, both parties covenant  and agree that  unless
  the  transaction  contemplated by  this  Agreement  actually  closes  and
  Purchaser receives  the Deed at Closing,  neither party will disclose  to
  any person  or entity any information  received or discovered  concerning
  this Agreement or  the intentions of either  party hereunder.  If  either
  party discloses  any such information,  such disclosure shall  constitute
  an  Event of  Default, whereupon  the other  party shall  be entitled  to
  exercise the  remedies available to  it under this  Agreement as well  as
  any other remedies available to it at law or in equity for the  violation
  of  this Section,  without  any  prior notice  whatsoever;  both  parties
  hereby waive  notice for  purposes of this  Section.   The provisions  of
  this Section shall survive Closing.

       20.7.  Approvals.   Any consent or  approval referred to herein  (by
  whatever words used) of  either party shall not be unreasonably  withheld
  or  delayed, and  neither  party shall  seek  or obtain  any  payment  in
  connection  therewith as  a  condition  therefor.   Except  as  otherwise
  expressly  provided herein,  whenever either  party has  called upon  the
  other to  execute and deliver  a consent or  approval in accordance  with
  the terms of this Agreement, the failure of such party to respond to  the
  demand within fifteen (15)  days after written request therefor is  given
  in accordance  with the terms  of Section 19.1, or  such other period  as
  specifically  set forth  herein,  shall be  deemed  to be  a  consent  or
  approval.  In the event that either party refuses to give its consent  or
  approval to any request by the other, such refusing party shall  indicate
  by written notice to the other the reason for such refusal.

       20.8.   Construction   and  Interpretation  of   Agreement.     This
  Agreement  is to  be performed  in  the State  of  Florida and  shall  be
  governed by  and construed in accordance  with the laws  of the State  of
  Florida.   Any  action brought  to enforce  or interpret  this  Agreement
  shall be brought in the  court of appropriate jurisdiction in the  county
  in which  the Real Property  is located.   Should any  provision of  this
  Agreement require  judicial interpretation, it is  agreed that the  court
  interpreting or  considering same shall  not apply  the presumption  that
  the terms  hereof shall  be more strictly  construed against  a party  by
  reason of  the rule  or conclusion that  a document  should be  construed
  more strictly against the party who itself or through its agent  prepared
  the same.   It  is agreed  and stipulated  that all  parties hereto  have
  participated equally in the preparation of this Agreement and that  legal
  counsel  was  consulted  by each  party  before  the  execution  of  this
  Agreement.

       20.9.  Amendment and Waiver.   This Agreement may not be amended  or
  modified in any  way except by an instrument  in writing executed by  all
  parties hereto;  provided, however, either  Seller or  Purchaser may,  in

                                                                    page 22
  <PAGE>
  writing, (i) extend  the time for performance  of any of the  obligations
  of  the other,  (ii) waive any  inaccuracies and  representations by  the
  other contained  in this Agreement, (iii) waive  compliance by the  other
  with any  of the covenants  contained in this  Agreement, and  (iv) waive
  the satisfaction of any condition that is precedent or subsequent to  the
  performance by the party so waiving of any of its obligations under  this
  Agreement.

       20.10.  No Partnership  or Joint Venture.  Nothing contained  herein
  shall be deemed or construed by the parties hereto or by any third  party
  as  creating  the   relationship  of  (i) principal  and  agent,   (ii) a
  partnership,  or (iii) a  joint venture  between the  parties hereto;  it
  being understood and agreed that neither any provisions contained  herein
  nor  any acts  of  the parties  hereto  shall  be deemed  to  create  any
  relationship between  the parties hereto other  than the relationship  of
  seller and purchaser.

       20.11.  Access and  Information.  Seller shall permit Purchaser  and
  Purchaser's   representatives,   employees,   agents,   or    independent
  contractors of Purchaser access  to the Property and all books,  records,
  and  documents pertaining  to  the Property,  the  Club, and  the  Club's
  operations  at all  times  during normal  business  hours from  the  date
  hereof  to the  Closing Date.    Seller shall  cooperate to  the  fullest
  extent in securing and  providing to Purchaser all information which  may
  be in  the possession of  others concerning the  Property, the Club,  and
  the Club's operations.

       20.12.  Counterparts.  This Agreement may be executed in any  number
  of counterparts  and all  of such  counterparts taken  together shall  be
  deemed to constitute one and the same instrument.

       20.13.  Successors  and Assigns.  This  Agreement and the terms  and
  provisions hereof shall inure to the  benefit of and be binding upon  the
  parties hereto and  their respective successors and assigns whenever  the
  context so requires or permits.

       20.14.   Time.  Time is  of the essence in  this Agreement and  each
  and  all of  its provisions.    Any extension  of  time granted  for  the
  performance of any duty under  this Agreement shall not be considered  an
  extension of time for the performance of any other obligation under  this
  Agreement.

       20.15.   Documentation.   If necessary to  carry out  the intent  of
  this Agreement, Purchaser and Seller agree to execute and provide to  the
  other  party  on  or  after  Closing  any  and  all  other   instruments,
  documents,  conveyances, assignments,  and  agreements which  such  other
  party may reasonably require.

       20.16.     Brokers.    Seller  shall  indemnify  and  hold  harmless
  Purchaser against and from all loss, cost, damage, or expense,  including
  attorneys' fees, incurred by Purchaser  in any action based upon a  claim
  by a broker that Seller has employed or otherwise engaged such broker  in
  connection  with the  transaction  contemplated by  this  Agreement;  and
  Purchaser shall indemnify and hold  harmless Seller against and from  all
  loss, cost,  damage, or expense, including  attorneys' fees, incurred  by
  Seller in any action based upon the claim of a broker that Purchaser  has
  employed  or  otherwise  engaged  such  broker  in  connection  with  the
  transaction contemplated  by this Agreement.   The term "broker" as  used
  herein shall  include any party  who claims a  commission because of  the
  sale of the Property contemplated hereby.

                                                                    page 23
  <PAGE>
       20.17.   Captions.   Captions,  titles  to sections,  and  paragraph
  headings used herein  are for convenience of  reference and shall not  be
  deemed to limit or alter any provision hereof.

       20.18.  Governing Document.   This  Agreement  shall govern  in  the
  event  of  any  inconsistency between  this  Agreement  and  any  of  the
  Exhibits attached hereto or any other document or instrument executed  or
  delivered pursuant hereto or in connection herewith.

       20.19.   Food  and Beverage  Management Agreement.   At  Purchaser's
  request, Seller shall cause the  license holder of the Club, at  Closing,
  to enter into a management  agreement with Purchaser, in a form  mutually
  acceptable to  Seller and Purchaser,  covering such portion  of the  food
  and  beverage operation  of the  Club and  for such  duration as  may  be
  reasonably required  to allow for  continued alcohol,  food and  beverage
  service  at the  Club, or  transfer  of or  reissuance of  any  necessary
  alcohol, liquor, or other license or permit.

       20.20.  Attorneys'  Fees.  In the  event either party hereto  should
  default under  any of the  provisions of this  Agreement and the  parties
  should employ  attorneys or incur other  expenses for the enforcement  of
  performance or observance of any obligation or assessment on the part  of
  the defaulting party or  the defense of said allegations, the  prevailing
  party  shall  be  entitled to  recover  reasonable  attorneys'  fees  and
  expenses incurred.

                       [Signatures are on following page.]

















                                                                 page 24

  <PAGE>

       IN WITNESS  WHEREOF, the parties  have executed  this instrument  on
  the date first written above.

                                Seller:


                                ORLANDO RESORT CORPORATION,
  Attest:                       a Delaware corporation

                               By: /s/ Michael J. Krongel
  -----------------------          -----------------------------
  Title:                            Title:  Vice President
                                    Date:  12/5/97

                                Purchaser:

                                ELW GOLF GROUP, INC.,
  Attest:                       a Florida corporation

                               By:  /s/ Andrew Crosson
  -----------------------         -----------------------------
  Title:                          Title:  Vice President
                                   Date:  12/3/97



       The undersigned  acknowledges receipt of  this Agreement and  agrees
  to comply  with all  obligations of  the Title  Company described  herein
  with respect to the Earnest Money Deposit.

                                Title Company:



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

                                          
                                By:
                                   ----------------------------- 
                                   Title:
                                   Date:


                                                                     page 25