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                                                                  EXHIBIT 10.1

                       AGREEMENT FOR PURCHASE AND SALE OF
                      REAL PROPERTY AND ESCROW INSTRUCTIONS

         This  AGREEMENT  FOR  PURCHASE  AND SALE OF REAL  PROPERTY  AND  ESCROW
INSTRUCTIONS (the "AGREEMENT") is made and entered into as of September 5, 2003,
by and between AMERICAN CARE GROUP,  INC., a Nevada  corporation  ("SELLER") and
CENTEX  HOMES,  a Nevada  general  partnership,  doing  business  as Real  Homes
("BUYER").

                                 R E C I T A L S

         A. Seller is the owner of certain real property  located in the City of
North Las Vegas (the "CITY"),  County of Clark (the  "COUNTY"),  State of Nevada
(the  "STATE"),   comprised  of  approximately  40  gross  acres  identified  as
Assessor's Parcel Nos.  124-26-701-005  and 124-26-701-006 and more particularly
described on EXHIBIT "A" attached hereto (the "PROPERTY").

         B. For the  purposes of this  Agreement,  the term (a) "LOT" shall mean
and refer to a single-family detached residential lot, and the term "LOTS" shall
mean and refer to collectively  all of the  single-family  detached  residential
lots created or to be created as part of the subdivision of the Property and (b)
"PARCEL" shall mean and refer to the legal parcels into which the Property is to
be divided by Buyer  pursuant to the PARCEL  MAPS  (described  in Section  3.5.6
below) prior to subdividing the Property into LOTS.

         C. Seller  desires to sell the Property to Buyer,  and Buyer desires to
purchase the Property from Seller,  in accordance  with the terms and conditions
contained in this Agreement.

                                A G R E E M E N T

         NOW,  THEREFORE,  for and in  consideration of the mutual covenants and
agreements   contained   in  this   Agreement,   and  other  good  and  valuable
consideration,  the receipt and adequacy of which are hereby acknowledged, Buyer
and Seller hereby agree as follows:

         1. PURCHASE AND SALE.

                  1.1  PURCHASE AND SALE OF THE  PROPERTY.  Subject to the terms
and conditions set forth herein,  Seller agrees to sell and convey to Buyer, and
Buyer hereby agrees to acquire and purchase from Seller,  the Property.  As used
herein,  the term  "PROPERTY"  shall  include the  Property  and all of Seller's
rights, title and interest in and to all entitlements,  easements, rights in and
to all permits,  licenses,  authorizations,  approvals, maps, studies and plans,
mineral rights, oil and gas rights, water, water rights, air rights, development
rights and privileges  appurtenant thereto and any improvements located thereon.
The Property is comprised of the following  Clark County  Assessor  Parcel Nos.:
124-26-701-005 and 124-26-701-006.

                  1.2 PURCHASE PRICE.  The total purchase price payable by Buyer
to Seller for the Property  (the  "PURCHASE  PRICE")  shall be Seven Million and
No/100 Dollars  ($7,000,000.00).  The Purchase  Price  (including the components
thereof) is payable as follows:


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                  1.2.1  DEPOSIT.  As of the opening of "ESCROW"  (as defined in
Section  2.1),  Buyer shall  deposit by its company check the sum of One Hundred
Thousand  Dollars  ($100,000.00)  (the "INITIAL  DEPOSIT") into Escrow.  "ESCROW
HOLDER"  (as  defined in Section  2.1) shall  invest the  Initial  Deposit in an
interest-bearing  account, subject to immediate withdrawal without penalty, at a
financial  institution  in Las Vegas,  Nevada  with  interest  accruing  for the
benefit  of the party  entitled  to the  Initial  Deposit or  applicable  to the
Purchase Price at the Close of Escrow.  The Initial Deposit shall be refunded to
Buyer if prior to the  expiration  of the  "FEASIBILITY  PERIOD"  (as defined in
Section  3.3.2) Buyer delivers to Seller the  Termination  Notice (as defined in
Section 1.2.3). If Buyer does not deliver the Termination Notice to Seller prior
to the  expiration  of the  Feasibility  Period,  Buyer  shall be deemed to have
approved the transaction and the Initial Deposit shall be non-refundable  except
as otherwise set forth in Sections 1.2.3,  2.3.1,  2.6.2, 3.1.3, 3.1.4 or 3.5.5.
Provided  that this  Agreement  has not  previously  been  terminated by Buyer's
delivery to Seller of the  Termination  Notice  prior to the  expiration  of the
Feasibility  Period,  Buyer shall  deposit by its  company  check the sum of One
Hundred Thousand Dollars ($100,000.00) (the "SECOND DEPOSIT") into Escrow within
one (1) business day after the expiration of the Feasibility  Period. The Escrow
Holder shall invest the Second Deposit in an interest-bearing  account,  subject
to immediate  withdrawal  without  penalty,  at a financial  institution  in Las
Vegas,  Nevada with interest  accruing for the benefit of the party  entitled to
the Second  Deposit or applicable to the Purchase  Price at the Close of Escrow.
The First  Deposit and the Second  Deposit are  collectively  referred to as the
"DEPOSIT."  Following the expiration of the Feasibility Period, if Buyer has not
delivered   the   Termination   Notice  to  Seller  the  Deposit   shall  become
non-refundable except as otherwise expressly set forth in Sections 1.2.3, 2.3.1,
2.6.2,  3.1.3,  3.1.4 or 3.5.5, and shall be applicable to the Purchase Price at
Close of Escrow unless otherwise released to Seller.

                  1.2.2 PURCHASE  PRICE  BALANCE.  As provided in Section 2.4.1,
provided  that all  conditions  to Buyer's  obligations  have been  satisfied or
expressly waived by Buyer in writing, on or before one (1) business day prior to
the  "CLOSING  DATE" (as defined in Section  2.3.1),  Buyer shall  deposit  with
Escrow Holder funds (via certified check, bank cashier's check or wire transfer)
in the amount of the Purchase  Price less the Deposit and all  interest  accrued
thereon (the "PURCHASE PRICE BALANCE").

                  1.2.3   TERMINATION.   If  prior  to  the  expiration  of  the
Feasibility Period, Buyer delivers written notice to Seller of Buyer's intent to
terminate the Agreement  ("TERMINATION  NOTICE"),  then (a) the Deposit, or such
portion then held by Escrow Holder,  and all interest  accrued  thereon shall be
returned to Buyer,  (b) this Agreement and the Escrow shall  terminate,  and (c)
the parties shall have no further obligation to one another with respect to this
Agreement,  except for those indemnity  obligations  which expressly survive the
termination  of this  Agreement.  In the event that Buyer does not  deliver  the
Termination  Notice  prior to the  expiration  of the  Feasibility  Period,  but
subsequently  elects to  terminate  this  Agreement  for any reason other than a
default by Seller hereunder or any of the "CONDITIONS TO CLOSING" (as defined in
Section 3.5) not being satisfied or waived in writing by Buyer, (a) the Deposit,
together with all interest  accrued  thereon,  shall serve as  consideration  to
Seller for its entry into and  performance  of this  Agreement and as liquidated
damages to Seller pursuant to the terms of Section 6, (b) this Agreement and the
Escrow shall terminate,  and (c) the parties shall have no further obligation to
one  another  with  respect  to  this  Agreement,  except  for  those  indemnity
obligations which expressly survive the termination of this Agreement.

                           2. ESCROW AND CLOSING.

         2.1 OPENING DATE OF ESCROW.  Within  three (3) business  days after the
date of the mutual  execution  and delivery of this  Agreement  (the  "AGREEMENT
DATE"),  Buyer shall open an escrow (the  "ESCROW")  with Nevada  Title  Company
("ESCROW  HOLDER") by depositing with Escrow Holder a copy of the fully executed
Agreement.  Escrow  for the  Property  shall be  deemed  open on the  date  (the
"OPENING DATE OF ESCROW") when one (1) fully executed copy of this Agreement and
the Initial  Deposit have been  delivered to the Escrow  Holder.  Escrow  Holder
shall  prepare and submit to Seller and Buyer for approval  escrow  instructions
incorporating this Agreement as part thereof, and containing such other standard
provisions as may be requested by Escrow Holder and approved by Seller and Buyer
in writing; provided, however, that no escrow instructions shall modify or amend
any provision of this  Agreement.  In the event there is a conflict  between any
such standard provisions and the provisions of this Agreement, the provisions of
this Agreement shall control.  As used in this Agreement,  the "CLOSE OF ESCROW"
shall mean the date a grant,  bargain  and sale deed in the form of EXHIBIT  "B"
attached  hereto  (the  "GRANT  DEED") is  recorded  in the office of the County
Recorder of Clark County (the "OFFICIAL RECORDS").

         2.2 ESCROW  FEES AND OTHER  CHARGES.  In  connection  with the Close of
Escrow, Buyer shall pay (a) the premium cost attributable to the ALTA portion of
the "TITLE POLICY" (as defined in Section 3.2), (b) all of Escrow Holder's fees,
(c) all County and City transfer  taxes and fees and (d) recording  fees for the
Grant Deed. In connection with the Close of Escrow, Buyer shall also pay (a) the
premium cost of the CLTA portion of the Title  Policy.  All other Escrow and any
other  closing costs  related to the  transaction  shall be paid by the Buyer to
ensure that Seller will receive $7,000,000 net under this Agreement.


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         2.3 CLOSING DATE; APPROVALS.

         2.3.1 CLOSING DATE. Except as otherwise  provided herein,  the Close of
Escrow  shall  occur on the first to occur of (i) 10 days  after  Tentative  Map
approval;  (ii) ten (10) days after  written  waiver by Buyer of all  conditions
precedent  to  Closing  or (iii)  January  15,  2004,  or such other date as the
parties may agree upon in writing  (the  "CLOSING  DATE").  Buyer is required to
prepare a proposed  Tentative Map and deliver it for Seller's approval within 30
days after the Opening of Escrow. Once approved by Seller,  Buyer is required to
use its  commercially  reasonable  efforts  in order to have the  Tentative  Map
approved on or before  December 31, 2003. In the event Buyer is unable to obtain
final  approval of the Tentative Map on or before 5:00 p.m.,  Las Vegas Time, on
December 31, 2003 (the "APPROVAL DEADLINE"), despite its commercially reasonable
efforts to do so,  Buyer  shall have the right to  terminate  the  Agreement  by
delivering  written  notice to Seller and Escrow  Holder  prior to the  Approval
Deadline.  Failure of Buyer to deliver notice of  termination  shall be deemed a
waiver of the  Tentative  Map  approval.  If Buyer  timely  delivers its written
termination  notice to Seller and Escrow  Holder prior to the Approval  Deadline
due to Seller's inability to obtain the Tentative Map approval, despite Seller's
commercially  reasonable efforts to do so, then (a) the Deposit and all interest
accrued  thereon shall be returned to Buyer,  (b) this  Agreement and the Escrow
shall  terminate,  and (c) the parties  shall have no further  obligation to one
another with respect to this Agreement,  except as otherwise  expressly provided
herein in Sections 3.4.1 and 7 Buyer may, in its sole and absolute discretion by
delivery of written  notice to Seller and Escrow  Holder,  elect to waive any or
all of such  conditions  precedent and proceed with the Close of Escrow prior to
the occurrence of the condition(s) so waived.  Written notice from Buyer waiving
the  Tentative Map  contingency  must be received by no later than ten (10) days
prior to the Closing.

         2.3.2 APPROVALS.  For purposes of this Agreement, and in the context of
the  approval of Buyer's  product  design and any other  matter  relating to the
subdivision  of the Property and Buyer's  proposed  development of the Property,
the term  "APPROVED" or "APPROVAL"  shall mean that the City, the County and any
other applicable  governmental or  quasi-governmental  agency, body or authority
(individually,   an  "AUTHORITY";   collectively,   the  "AUTHORITIES")   having
jurisdiction  over the  Property  voted to  approve  such item or matter and all
administrative  and judicial  appeal periods for such approval,  and all periods
for the filing of an application for a referendum or other  challenge  regarding
any such approval,  have expired without the filing of an appeal or application,
or if an appeal or  application  is filed,  that the  appeal or  application  is
resolved on terms  satisfactory  to Buyer in its sole and  absolute  discretion.
Buyer shall use its  commercially  reasonable  efforts to  prepare,  process and
obtain approval of the Tentative Map.

         2.4  CLOSING  DOCUMENTS.  Upon at least  five (5)  business  days prior
notice from one of the parties that Closing is set to occur,  the parties  shall
deposit the following with Escrow Holder prior to the Close of Escrow:

         2.4.1 BUYER'S  DELIVERIES.  Buyer shall deposit (a) the Purchase  Price
Balance,  and (b) Buyer's share of closing  costs and  prorations as provided in
Sections 2.2 and 2.5.2.

         2.4.2 SELLER'S DELIVERIES. Seller shall deposit:

                  (a) the Grant Deed conveying fee simple title to the Property,
subject only to the "PERMITTED EXCEPTIONS" (as defined in Section 3.1.4);

                  (b)  a  non-foreign   certification  in  accordance  with  the
requirements  of Section 1445 of the Internal  Revenue Code of 1986, as amended,
and the  regulations  thereunder in the form attached hereto as EXHIBIT "C" (the
"NON-FOREIGN AFFIDAVIT");

                  (c) an assignment of all of Seller's right, title and interest
in and to any and all  contracts,  licenses,  permits,  entitlements,  plans and
other intangible  property  pertaining to the Property comprising the applicable
portion  of the  Property  in the  form  attached  hereto  as  EXHIBIT  "D" (the
"ASSIGNMENT").


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         2.4.3 ADDITIONAL INSTRUMENTS.  Seller and Buyer shall each deposit such
other  instruments  as are  reasonably  required by Escrow  Holder or  otherwise
required  to  proceed  to the Close of  Escrow  and  consummate  the sale of the
Property in accordance with the terms of this Agreement.


         2.5 CLOSING.

         2.5.1 ACTIONS BY ESCROW HOLDER.  On the Closing Date,  provided each of
the conditions to the  obligations of the parties have been satisfied or waived,
Escrow Holder shall  undertake  and perform the following  acts in the following
order:

                  (a)  record  the  Grant  Deed in the  Official  Records  (with
transfer tax  information to be affixed AFTER  recording) and obtain a conformed
copy thereof for delivery to Buyer;

                  (b) pay any transfer taxes;

                  (c)  distribute  to  Seller,  or as Seller may  instruct,  the
Purchase  Price Balance less Seller's  share of closing costs and  prorations as
provided in Sections 2.2 and 2.5.2 or any other  amounts  required to be paid by
Seller under this Agreement; and

                  (d) deliver to Buyer (i) the  conformed  copy of the  recorded
Grant Deed, (ii) the original executed Non-Foreign Affidavit, (iii) the original
executed Assignment, and (iv) the Title Policy.

         2.5.2 PRORATIONS.  All non-delinquent general and special real property
taxes,  bonds and  assessments  with respect to the  Property  shall be prorated
through Escrow between Buyer and Seller as of the Close of Escrow based upon the
latest available tax bills using customary escrow  procedures.  Prorations shall
be based on a thirty  (30) day month.  If the  regular tax bill or bills for the
Property for the fiscal year in which the Escrow  closes are not available as of
the Close of Escrow,  Buyer and Seller  shall  re-prorate  all such  general and
special real property  taxes,  bonds and  assessments  for the Property  between
themselves  outside of Escrow based upon the then current  fiscal year's regular
tax bill(s)  within thirty (30) days after the date such regular tax bill(s) are
actually received by the parties.

         2.5.3 POSSESSION. Upon the Close of Escrow, exclusive possession of and
title to the  Property  shall  be  conveyed  to the  Buyer  subject  only to the
Permitted Exceptions.

         2.5.4 IRS FORM 1099-S.  For purposes of complying  with Section 6045 of
the Code, as amended by Section 1521 of the Code,  Escrow Holder shall be deemed
the "person  responsible for closing the  transaction," and shall be responsible
for obtaining the  information  necessary to file and shall file within the time
specified  with  the  Internal  Revenue  Service  Form  1099-S,  "Statement  for
Recipients   of  Proceeds   from  Real  Estate,   Broker  and  Barter   Exchange
Transactions."

         2.6 FAILURE TO CLOSE; TERMINATION.

                  2.6.1 BUYER'S  DEFAULT.  In the event of Buyer's default under
or breach of this Agreement after the  Feasibility  Period where such default or
breach is not cured by Buyer  within ten (10) days after  Buyer's  receipt  from
Seller of written notice of such default or breach, the Deposit shall constitute
liquidated  damages as provided in Section 6 and Buyer shall be responsible  for
all Escrow cancellation  charges as set forth in Section 2.6.3.  Further, in the
event  Closing  does not occur for any reason  other than default by Seller or a
failure of a condition  precedent to Buyer's  obligation to close,  Seller shall
have the right to terminate the Agreement and obtain the Deposit.

                  2.6.2 SELLER'S DEFAULT.  In the event the Close of Escrow does
not occur on the Closing Date due to a breach of this  Agreement by Seller where
such  default  or  breach  is not cured by  Seller  within  ten (10) days  after
Seller's  receipt from Buyer of written  notice of such default or breach,  this

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Agreement shall not be terminated  automatically and Seller shall be responsible
for all Escrow cancellation charges as set forth in Section 2.6.3, but only upon
delivery  to Escrow  Holder  and Seller of written  notice of  termination  from
Buyer,  in which event Buyer shall be entitled to pursue one and only one of the
following  remedies:  (a) request a return of the Deposit from the Escrow Holder
in which event the Escrow Holder shall automatically  return all sums (including
the Deposit and all interest earned thereon) deposited by Buyer and then held by
Escrow  Holder or if the  Deposit  has been  released  to Seller,  Seller  shall
automatically  return the  Deposit to Buyer and pursue an action for  damages to
recover Buyer's reasonable,  documented  out-of-pocket  expenses attributable to
Seller's breach or default and incurred in connection  with this Agreement,  but
not including  in-house counsel fees,  provided that such award shall not exceed
One Hundred Thousand Dollars ($100,000.00), or (b) forego receipt of the Deposit
or any action for damages and pursue an action for specific  performance of this
Agreement.

                  2.6.3 CANCELLATION  CHARGES. In the event the failure to close
the Escrow is due to the default of one of the  parties,  the  defaulting  party
shall be solely responsible and liable for paying any customary Escrow and title
cancellation fees and charges.

                  2.6.4  RETURN OF  DOCUMENTS.  In any event of  termination  or
cancellation, Escrow Holder shall return all documents to the party who supplied
the documents,  and Buyer shall deliver to Seller all reports,  studies,  plans,
surveys,  drawings, plats,  specifications,  filings, and all other documents in
its possession or control  concerning the Property prepared by or at the request
of  Seller  and  provided  to the Buyer in  connection  with the  Property.  The
satisfaction  by Buyer of its  obligations  under this Section  2.6.4 shall be a
condition precedent to the release of the Deposit by Escrow Holder.

                  3. ACTIONS PENDING CLOSING.

                  3.1      TITLE.

                  3.1.1  TITLE  REPORT.  Within  five (5) days after the Opening
Date of Escrow,  Buyer,  at its sole cost and expense,  shall cause Nevada Title
Company,  Attn. Troy Lochhead (the "TITLE COMPANY") to furnish Buyer AND BUYER'S
COUNSEL  by  separate  cover  with a  commitment  to issue an ALTA (1970 Form B)
Extended  Coverage  Owner's  policy of title  insurance in favor of Buyer on the
Property in the amount of the Purchase  Price for the Property dated on or after
the date of mutual  execution of this  Agreement by the parties,  together  with
complete  and legible  stapled  copies of all  documents  referenced  therein as
exceptions to title (collectively,  the "COMMITMENT").  At its cost, Buyer shall
furnish  the ALTA  survey  within  thirty  (30)  days of the  Opening  of Escrow
required by the Title  Company to issue the Title  Policy (as defined in Section
3.2 below) which survey  ("SURVEY") shall be certified to Buyer,  Escrow Holder,
the Title Company and Seller.

                  3.1.2 TITLE NOTICES. Buyer shall have the right, within twenty
(20) days following  receipt of the later of the Commitment  and, if applicable,
the Survey ("TITLE REVIEW  PERIOD"),  to object in writing to any liens or other
exceptions  reflected  on the  Commitment  or the  Survey.  All  liens and other
exceptions  to  which  Buyer  so  objects  are  herein  after   referred  to  as
"DISAPPROVED  EXCEPTIONS."  If no written  notice of  Disapproved  Exceptions is
given by Buyer to Seller during the Title Review Period, then it shall be deemed
that all matters reflected by the Commitment and, if applicable,  the Survey are
"PERMITTED EXCEPTIONS." Seller shall have the right, but not the obligation,  at
its sole cost, to elect to cure, release or remove, on or before Closing, any or
all  Disapproved  Exceptions  and to  deliver  to Buyer  written  notice of such
election to cure within ten (10) days after the end of the Title  Review  Period
("SELLER'S ELECTION PERIOD");  provided however,  Seller at its sole cost, shall
be obligated to cure,  release or remove,  at or before closing,  all mortgages,
deeds of trust and other monetary encumbrances caused or acquiesced in by Seller
whether or not Buyer objects  thereto during the Title Review Period.  If, prior
to the  expiration of Seller's  Election  Period,  Seller does not provide Buyer
with written notice of this election to cause all of the Disapproved  Exceptions
to be removed,  released,  or cured, on or before Closing,  Buyer shall have the
right to either (i) terminate  this  Agreement by delivering  written  notice to
Seller before the  expiration of the  Feasibility  Period,  whereupon the Escrow
Holder shall  immediately  return the Deposit to Buyer or (ii) elect to purchase
the Property  subject to the Disapproved  Exceptions,  other than the liens that
Seller is  obligated  to cure or remove.  If Buyer fails to give  timely  notice
electing either (i) or (ii),  Buyer shall be deemed to have elected  alternative
(ii).

                  3.1.3    [Intentionally Omitted]

                           3.1.4 PERMITTED  EXCEPTIONS.  "PERMITTED  EXCEPTIONS"
shall mean all exceptions  appearing on the  Commitment  which are: (a) standard
printed  exceptions  in the Title Policy  issued by Title Company other than the
"creditors'  rights"  exception,  which  Seller  shall  cause to be  removed  or
endorsed over; (b) general real property taxes and  assessments,  a lien not yet
due and payable; and (c) any other liens,  easements,  encumbrances,  covenants,
conditions  and  restrictions  of record  approved  or deemed  approved by Buyer
pursuant to Section 3.1.2. In the event that an amendment to the Title Policy is
issued shortly before Closing, and the amendment reveals an additional exception
(other than the Permitted Exceptions or any exception caused by Buyer) affecting
any Lot(s) to be  purchased at Closing,  the deadline for such Closing  shall be
extended if (and to the minimum extent) necessary: (a) to provide Buyer five (5)
business  days to  deliver  written  notice of  Disapproved  Exceptions;  (b) to
provide  Seller five (5) business days to deliver a response,  if Buyer delivers
written notice of its objection; and (c) to provide Buyer five (5) business days
following  the  expiration  of such five (5) day  period for  Seller's  reply to
deliver or be deemed to have  delivered a reply  pursuant to Section  3.1.2,  if
Seller  delivers  (or is deemed to have  delivered)  a  response  which does not
include a commitment to remove all of the matters to which Buyer has objected.

                  3.2 TITLE  POLICY.  Buyer's  obligation to proceed to Close of
Escrow shall be conditioned upon the irrevocable  commitment by Title Company to
issue an ALTA (Form B, 1970) Extended Coverage Owner's Policy of Title Insurance
(the  "TITLE  POLICY")  showing  title to the  Property  vested  in  Buyer  with
liability in the amount of the  Purchase  Price  subject  only to the  Permitted
Exceptions.  ESCROW  HOLDER  SHALL  PROVIDE  BUYER AND BUYER'S  COUNSEL  WITH AN
UPDATED TITLE POLICY AT LEAST TEN DAYS PRIOR TO THE SCHEDULED CLOSING.

                  3.3      INVESTIGATION OF THE PROPERTY.

                            3.3.1  DELIVERY  OF  DOCUMENTS.   Within  three  (3)
business days after the Opening Date of Escrow as defined in Section 2.1, Seller
shall cause the Escrow Holder to provide  Buyer with  complete  copies of all of
the following  documents  and  materials in Seller's  possession or available to
Seller  concerning the Property and the  improvement,  development and operation
thereof (collectively,  the "REPORTS"): surveys, including boundary, topographic
and tree surveys; correspondence or other materials; title policies; maps; soils
reports;  environmental  studies  and  reports;  engineering  and  architectural
studies;  tentative map designs together with improvement plans,  agreements and
bonds;  public subdivision report;  traffic studies;  government zoning letters;
specific plans and  conditions of approval;  "will-serve"  letters;  development
agreements;  grading,  improvement  and landscape  plans and similar  data;  all
material   relating  to  earthquake   faults  and  flood  zones;   all  service,
maintenance,   management,   brokerage,   consulting,   advertising   and  other
agreements;  all licenses,  permits,  certificates,  entitlements and approvals;
property  tax bills,  utility  bills and  similar  records;  any other  existing
contractual obligations;  any additional agreements between Seller and community
residents  that may  obligate  Buyer in any way;  and all  feasibility  studies,
appraisals and marketing  studies.  Buyer  acknowledges and agrees that all such
Reports  are  provided  without  representation  or warranty of any kind and are
provided by Seller as an  accommodation  to Buyer.  Buyer is required to perform
its own investigation of the Property.

                           3.3.2 FEASIBILITY  PERIOD.  Seller  acknowledges that
there  are  several  contingencies  to  Buyer's  acquisition  of  the  Property,
including, but not limited to, Buyer's determination of the economic feasibility
for the  development of the Property.  Buyer shall have the period from the date
of mutual  execution of this  Agreement  until 5:00 p.m., Las Vegas Time, on the
date that is  ninety  (90)  days  following  the  Opening  Date of  Escrow  (the
"FEASIBILITY PERIOD"), to:

                                    (a)  review,  in Buyer's  sole and  absolute
discretion,  the  suitability  of the Property for Buyer's use and  development,
including,  without limitation, the number of Lots in which the Property will be
subdivided,  the  size  and  dimensions  of  the  Lots,  any  governmental  land
regulations, zoning ordinances,  architectural and design approvals, development
costs,  financial and market feasibility,  the status of the entitlements of the
Property (including, without limitation, the status of the subdivision map), the
presence of "HAZARDOUS  SUBSTANCES" (as defined in EXHIBIT "E" attached hereto),
existing or potential  assessments imposed against the Property and the physical
condition of the Property (collectively, the "FEASIBILITY MATTERS"); and

                                    (b) approve or disapprove of the Feasibility
Matters; and

                  (c)  deliver  to Seller and Escrow  Holder  written  notice of
Buyer's approval,  conditional approval or disapproval of any of the Feasibility
Matters.


<PAGE>

                  Buyer's failure to deliver the Termination Notice prior to the
expiration of the  Feasibility  Period shall be deemed  Buyer's  approval of the
Property  and  its  decision  to  proceed  with  closing  of  the   transactions
contemplated herein,  subject only to the Tentative Map approval.  If Buyer does
not deliver the  Termination  Notice prior to the expiration of the  Feasibility
Period,  the  Second  Deposit  shall be  deposited  into  Escrow on the date the
Feasibility Period expires as set forth in Section 1.2.1 above.

         3.4 ACCESS AND PROCESSING.

         3.4.1  ACCESS.  Subject to Buyer  providing  Seller with a  certificate
evidencing Buyer's having obtained General Commercial  Liability Insurance in an
amount of not less than Five Million Dollars ($5,000,000) covering any damage or
injury to persons or property occurring on the Property,  which certificate must
evidence that Seller is an additional  insured  under such  insurance  coverage,
from and after the Opening  Date of Escrow  through the Close of Escrow,  Buyer,
its agents, representatives,  employees,  contractors and consultants shall have
the  right  to  enter  the  Property  for  the  purposes  of   conducting   such
investigations,  inspections and tests of the Property, as Buyer deems necessary
or desirable  for purposes of reviewing  the  Feasibility  Matters.  Buyer shall
indemnify and hold harmless  Seller from and against any and all loss,  expense,
claim,  damage and injury to person or  property  resulting  from the willful or
negligent acts of Buyer,  its  authorized  agents,  representatives,  employees,
contractors and consultants on the Property in connection with such entry on the
Property  as  contemplated  herein;  provided,   however,  Buyer  shall  not  be
responsible  or liable for any act or  omission  of Seller or  Seller's  agents,
representatives,  employees,  contractors  or  consultants  or for  any  adverse
condition  or defect on or  affecting  the  Property  not  caused by Buyer,  its
agents, representatives,  employees, contractors and consultants, but discovered
or impacted during such inspections.

         3.4.2  PROCESSING.  From and after the Agreement Date through the Close
of Escrow, Buyer shall have the right to process all applications,  plans, maps,
agreements,  documents,  and other  instruments  or  entitlements  necessary  or
appropriate  for the subdivision and development of the Property as contemplated
by Buyer in Clark County,  including,  without limitation,  to the extent deemed
necessary or advisable by Buyer,  revisions to any tentative map, the Final Map,
the engineering and design for the Final Map, grading and improvement plans, and
home designs and floor plans.  Buyer shall  proceed  with such  processing  in a
diligent  manner at its sole cost and expense.  Upon written  request by Seller,
Buyer  shall  advise  Seller of the  status  of any  entitlement  processing  it
performs.  Seller  shall,  at no cost or expense to Seller,  other than  general
overhead  costs and expenses,  cooperate with and assist Buyer in the processing
of  such  items,   including,   without  limitation,   attending  meetings  with
Authorities  relating to the same, and to the extent  necessary or  appropriate,
executing  all such  items  and  materials.  Commencing  on the  earlier  of the
expiration of the  Feasibility  Period or Buyer's written waiver of its right to
deliver the Termination  Notice,  Seller agrees to promptly review,  execute and
process  all  applications,   plans,  maps,  agreements,   documents  and  other
instruments   reasonably  necessary  or  appropriate  for  the  subdivision  and
development of the Property as contemplated by Buyer.

                  3.5 CLOSING  CONDITIONS.  The  obligation of Buyer to purchase
the  Property  is  subject  to  the  satisfaction  of the  following  conditions
precedent as of the Closing Date  (collectively,  the  "CONDITIONS TO CLOSING"),
any of  which  may be  waived  in  whole  or in part by Buyer at or prior to the
Closing Date.

                           3.5.1  TITLE  POLICY.  The Title  Company  shall have
irrevocably committed to issue the Title Policy.

                           3.5.2    REPRESENTATIONS    AND    WARRANTIES.    The
representations  and  warranties  of  Seller  shall be true and  correct  in all
material  respects as of the  Closing  Date with the same force and effect as if
such representations and warranties were made as of the Closing Date.

                           3.5.3 NO MORATORIUM  OR  GOVERNMENTAL  ACTION.  There
shall be no pending  moratorium or other governmental  action or proceeding,  or
any similar  restriction  imposed by a private  entity,  which would prohibit or
restrict  utility  service to the Property or the  issuance of building  permits
related to the construction of homes on the Property or other development of the
Property with single-family residences.

                           3.5.4 TENTATIVE MAP APPROVAL. The Tentative Map shall
have been approved by applicable  Authorities  and such approval


<PAGE>


shall remain in full force and effect.  The Tentative Map approval shall provide
for a minimum of 4.5 dwelling  units per acre or at least 180 units unless Buyer
is willing,  in its sole  discretion  and without  any  obligation  to do so, to
accept a lesser  number of units . If the Tentative Map has not been approved on
or before the Approval  Deadline  and Buyer has not  otherwise  terminated  this
Agreement, this condition shall be deemed waived.

                           3.5.5  PARCEL  MAPS.  Buyer shall have  obtained  the
approval of the  applicable  Authorities  of all parcel maps ("Parcel  Maps" and
each "Parcel  Map")  required by Buyer to divide the Property into legal Parcels
for the Closings contemplated hereunder and all such Parcel Maps shall have been
recorded in the Official Records.

                           If this Agreement is terminated  prior to the Buyer's
acquisition  of the  Property  due to a default by Seller or because  any of the
Conditions  to Closing set forth in Section 3.5  ("Closing  Conditions")  is not
satisfied,  or waived in writing by Buyer,  Escrow  Holder shall return to Buyer
the Deposit and interest  earned  thereon  while in Escrow,  and any other funds
deposited by Buyer into Escrow and then held by Escrow  Holder,  and  thereafter
neither  party shall have any  further  obligation  hereunder,  except for those
indemnity obligations which survive the termination  hereunder.  Notwithstanding
the  foregoing,  if such failure of a Condition or  Conditions to Closing is the
result of a breach or default by Seller under this  Agreement,  Buyer shall have
the rights and remedies available to Buyer as provided in Section 2.6.2.


         4. REPRESENTATIONS, WARRANTIES AND COVENANTS.


                            4.1   SELLER'S   REPRESENTATIONS,   WARRANTIES   AND
COVENANTS. In addition to any other representations, warranties and covenants of
Seller  contained in this  Agreement,  Seller  hereby  represents,  warrants and
covenants  to Buyer as follows,  all of which shall  survive the Close of Escrow
for a period of six (6) months:

                            (a)  "Seller"  is  a  Nevada   corporation  in  good
standing under the laws of the State of Nevada.  Seller is the sole owner in fee
simple of the Property and has the full right, capacity,  power and authority to
enter into and perform the terms of this  Agreement.  Seller has not  alienated,
encumbered,  transferred, leased, assigned or otherwise conveyed its interest in
the Property or any portion thereof except as set forth in the Preliminary Title
Report,  and  shall  not  enter  into any such  agreement  prior to the Close of
Escrow. Neither the execution and delivery of this Agreement nor the performance
or consummation of the  transactions  contemplated by this Agreement will result
in any breach of or constitute a default  under or conflict with any  agreement,
covenant or  obligation  binding upon Seller.  Seller has the  requisite  right,
legal  capacity  and  authority  to enter into this  Agreement,  to perform  its
obligations hereunder and to consummate the transactions contemplated hereby. No
approvals,  authorizations or consents of any public body or of any person other
than Seller's members are necessary in connection  herewith.  This Agreement and
all other  agreements,  documents and  instruments  to be executed in connection
herewith have been  effectively  authorized by all necessary  action  including,
without  limitation,  authorizations of Seller's members,  as applicable,  which
authorizations  remain in full force and  effect,  have been duly  executed  and
delivered by Seller, and no other proceedings on the part of Seller are required
to authorize  this  Agreement and the  transactions  contemplated  hereby.  This
Agreement  constitutes the legal,  valid and binding obligation of Seller and is
enforceable  in  accordance  with  its  terms  against  Seller  subject  only to
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable  principles  affecting or limiting the rights of  contracting  parties
generally.

                            (b)   To   Seller's   actual   knowledge,    without
investigation,  there are no mechanic's or materialman's liens or similar claims
or liens now asserted against the Property for work performed or commenced prior
to Agreement Date other than as described in the Preliminary Title Report.

                            (c)  Except as  disclosed  on that  certain  Phase I
Environmental Site Assessment prepared by Western  Technologies,  Inc. and dated
April 4, 1994,  a copy of which is  attached  hereto as Exhibit  "G" (the "Phase
I"), neither Seller nor, to Seller's actual  knowledge,  without  investigation,
any third  party has  used,  generated,  manufactured,  stored or  disposed  any
Hazardous  Substance in, at, on, under or about the Property or transported  any
Hazardous  Substance  to or from the  Property.  To Seller's  actual  knowledge,
without


<PAGE>


investigation,  the Property is not in  violation,  nor has been or is currently
under investigation for violation of any federal,  state or local law, ordinance
or regulation  relating to industrial  hygiene,  worker health and safety, or to
the environmental  conditions in, at, on, under or about the Property including,
but not  limited  to,  soil  and  groundwater  conditions.  To  Seller's  actual
knowledge,  without investigation,  the Property has not been subject to, and is
not within  2,000 feet of, a deposit of any  Hazardous  Substance.  To  Seller's
actual knowledge, without investigation,  there has been no discharge, migration
or  release  of any  Hazardous  Substance  from,  into,  on,  under or about the
Property,  and there is not now,  nor has there ever been on or in the  Property
underground   storage  tanks  or  surface  or  below-grade   impoundments,   any
asbestos-containing materials or any polychlorinated biphenyls used in hydraulic
oils, electrical transformers or other equipment. Seller hereby assigns to Buyer
as of the  Close of Escrow  all  claims,  counterclaims,  defenses  or  actions,
whether at common law, or pursuant to any other  applicable  federal or state or
other laws which  Seller may have  against  any third  parties  relating  to the
existence of any Hazardous Substance in, at, on, under or about the Property.

                            (d)   To   Seller's   actual   knowledge,    without
investigation,  there are no animals,  plants or other living  things within the
Property  or 2000 feet  thereof  which have been  designated  or which are being
considered  for  designation  as an endangered  or  threatened  species (or as a
published candidate for either such status) by any Authority. To Seller's actual
knowledge, without investigation, there are no habitats for any of the foregoing
within or adjacent to the Property and no areas that are or could be  designated
as wetlands within or adjacent to the Property.

                            (e)   To   Seller's   actual   knowledge,    without
investigation,  there is no pending or  threatened  suit,  action,  arbitration,
legal, administrative or other proceeding or governmental investigation,  formal
or  informal,  including,  without  limitation,  eminent  domain,  condemnation,
assessment district or zoning change proceeding, or any judgment,  moratorium or
other  government  policy or  practice  which  affects  the  Property or Buyer's
anticipated development of the Property.

                            (f) Except as  disclosed on the Phase I, to Seller's
actual knowledge,  without  investigation,  the Property is not located within a
100-year flood plain as designated by the Federal government.

                            (g)   To   Seller's   actual   knowledge,    without
investigation,  Seller and any entity or person that owns or controls Seller are
not bankrupt or insolvent under any applicable  Federal or state standard,  have
not filed for protection or relief under any  applicable  bankruptcy or creditor
protection statute and have not been threatened by creditors with an involuntary
application of any applicable bankruptcy or creditor protection statute.

                            (h)   To   Seller's   actual   knowledge,    without
investigation,  no seismic safety problem relating to the Property would prevent
or impair residential development of the Property.

         Each of the  representations  and  warranties  made by  Seller  in this
Agreement, or in any Exhibit or on any document or instrument delivered pursuant
hereto,  shall be true and correct in all material  respects on the date hereof,
and shall be deemed to be made again as of the Close of  Escrow,  and shall then
be true and correct in all material respects.  The truth and accuracy of each of
the  representations  and  warranties,  and the  performance of all covenants of
Seller contained in this Agreement,  are conditions  precedent to the release of
the  Deposit to Seller and to the Close of Escrow.  Seller  shall  notify  Buyer
immediately of any facts or  circumstances,  which are contrary to the foregoing
representations and warranties contained in this Section 4.1 through the date of
Closing.  As used in this  Agreement,  "Seller's  actual  knowledge"  shall mean
within the actual knowledge of Jay H. Brown, Esq.

                            4.2 BUYER'S  REPRESENTATIONS  AND WARRANTIES.  Buyer
represents  and warrants  that it is a general  partnership  duly  organized and
validly  existing in the State of Nevada,  and has the  capacity and full right,
capacity,  power  and  authority  to enter  into and  carry  out the  agreements
contained in, and the  transactions  contemplated  by, this Agreement,  and that
this Agreement has been duly authorized and executed by Buyer and, upon delivery
to and  execution  by Seller,  shall be a valid and binding  Agreement of Buyer.
Neither the execution  and delivery of this  Agreement  nor the  performance  or
consummation  of the  transaction  contemplated by this Agreement will result in
any breach of or  constitute  a default  under or conflict  with any  agreement,
covenant or obligation  binding upon Buyer. Buyer has the requisite right, legal
capacity and authority to enter into this


<PAGE>


Agreement,   to  perform  its  obligations   hereunder  and  to  consummate  the
transactions  contemplated  hereby. No approvals,  authorizations or consents of
any public body or of any person other than Buyer's  authorized  representatives
are necessary in connection  herewith.  This Agreement and all other agreements,
documents  and  instruments  to be executed  in  connection  herewith  have been
effectively  authorized by all necessary action including,  without  limitation,
authorizations  of Buyer's  authorized  representatives,  as  applicable,  which
authorizations  remain in full force and  effect,  have been duly  executed  and
delivered by Buyer,  and no other  proceedings on the part of Buyer are required
to authorize  this  Agreement and the  transactions  contemplated  hereby.  This
Agreement  constitutes the legal,  valid and binding  obligation of Buyer and is
enforceable  in  accordance  with  its  terms  against  Buyer  subject  only  to
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable  principles  affecting or limiting the rights of  contracting  parties
generally.

              4.3 Condition of Property.

              (a) Except for the  representations  and warranties  expressly set
forth in this  Agreement (i) Buyer agrees that the Property is to be sold to and
accepted by Buyer at Closing in its then condition  "AS-IS" and with all faults;
(ii) no  person  acting  on behalf  of  Seller  is  authorized  to make,  and by
execution hereof, Buyer acknowledges that no person has made any representation,
agreement,  statement,  warranty, guarantee or promise regarding the Property or
the  transaction  contemplated  herein  or the  zoning,  construction,  physical
condition  or other  status of the  Property;  and (iii) Buyer  understands  and
acknowledges  that after the  Closing  the Buyer is solely  responsible  for the
performance  of all work Buyer  desires to be  performed to develop the Property
and Seller will not be responsible for any work related to the Property.

                            (b) Except as  expressly  set forth  herein,  Seller
makes no  representation  or warranty,  express or implied,  with respect to the
Property  or the  surrounding  properties  owned by Seller.  No  representation,
warranty, agreement,  statement, guaranty or promise, if any, made by any person
acting on behalf of Seller  which is not  contained  in this  Agreement  will be
valid or binding on Seller.  Without  limiting the  generality of the foregoing,
Seller  disclaims (i) any  obligation to construct  any  improvements,  (ii) any
obligation to construct any public utilities or utility  connections,  and (iii)
any  obligation  to  develop  or cause the  development  of any  portion  of the
surrounding properties owned by Seller or any other person or entity.

                            (c) Buyer  acknowledges  that  Buyer  will be solely
responsible for ascertaining  and complying with all  governmental  requirements
which pertain to the  development and operation of the Property and that Seller,
except  to the  extent  expressly  set  forth  in this  Agreement,  has  made no
representation or warranty whatsoever with regard to such requirements.

                            (d)  Buyer  acknowledges  that it is an  experienced
real estate  developer with expertise and experience  sufficient to enable Buyer
to reach an informed  conclusion  regarding the  suitability of the Property for
Buyer's  purposes.  Nothing  contained  herein shall be deemed to limit  Buyer's
right to terminate this Agreement  during the Feasibility  Period for any reason
or for no reason.

              5. CONDEMNATION.

              If,  prior to the Close of Escrow,  any portion of the Property is
taken by any entity by condemnation or under the power of eminent domain,  or if
the access  thereto is reduced or  restricted  thereby  (or is the  subject of a
pending taking which has not yet been consummated), Seller shall promptly notify
Buyer of such fact. In such event,  Buyer shall have the right,  in Buyer's sole
and absolute  discretion,  to terminate  this  Agreement and Escrow upon written
notice to Seller and Escrow  Holder not later than seven (7) days after  receipt
of Seller's  notice  thereof.  If Buyer elects to terminate  this  Agreement and
Escrow,  all  documents and funds,  including the Deposit,  shall be returned by
Escrow  Holder to each party who so  deposited  the same (or if the  Deposit has
been released to Seller,  Seller shall immediately return the Deposit to Buyer),
and neither party shall have any further rights or obligations hereunder, except
for payment of Escrow and title  cancellation  fees which shall be borne equally
by Buyer and Seller. If Buyer elects not to terminate this Agreement and Escrow,
Buyer and  Seller  shall  proceed to  consummate  the  transaction  contemplated
herein,  and Seller shall assign and deliver to Buyer any and all awards made or
to be made in connection with such condemnation or eminent domain proceeding not
to exceed the Purchase Price herein.


<PAGE>


              6. LIQUIDATED DAMAGES.

         BUYER AND SELLER EACH AGREE THAT IN THE EVENT OF A MATERIAL  DEFAULT OR
BREACH  HEREUNDER BY BUYER,  THE DAMAGES TO SELLER WOULD BE EXTREMELY  DIFFICULT
AND IMPRACTICABLE TO ASCERTAIN. THEREFORE, IN THE EVENT OF A MATERIAL DEFAULT OR
BREACH BY BUYER  HEREUNDER,  WHICH  DEFAULT OR BREACH IS NOT CURED WITHIN THIRTY
(30) DAYS AFTER  WRITTEN  NOTICE OF SUCH  DEFAULT OR BREACH IS RECEIVED BY BUYER
FROM SELLER,  THE DEPOSIT SHALL SERVE AS  LIQUIDATED  DAMAGES FOR SUCH BREACH OR
DEFAULT BY BUYER, AS A REASONABLE  ESTIMATE OF THE DAMAGES TO SELLER,  INCLUDING
COSTS OF  NEGOTIATING  AND DRAFTING  THIS  AGREEMENT,  COSTS OF  COOPERATING  IN
SATISFYING  CONDITIONS TO CLOSING,  COSTS OF SEEKING ANOTHER BUYER,  OPPORTUNITY
COSTS IN KEEPING THE PROPERTY OUT OF THE  MARKETPLACE,  AND OTHER COSTS INCURRED
IN CONNECTION  HEREWITH.  DELIVERY TO AND RETENTION OF THE DEPOSIT BY SELLER AND
ANY  INDEMNITY  RIGHTS  PURSUANT TO SECTION  3.4.1  SHALL BE  SELLER'S  SOLE AND
EXCLUSIVE  REMEDY AGAINST BUYER IN THE EVENT OF A MATERIAL  DEFAULT OR BREACH BY
BUYER  HEREUNDER.  SELLER  WAIVES ANY AND ALL OTHER RIGHTS AND REMEDIES  AGAINST
BUYER,  INCLUDING  WITHOUT  LIMITATION,  SPECIFIC  PERFORMANCE.  THE PAYMENT AND
RETENTION OF SUCH AMOUNT AS  LIQUIDATED  DAMAGES IS NOT INTENDED AS A FORFEITURE
OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. UPON ANY
SUCH BREACH OR DEFAULT BY BUYER  HEREUNDER,  THIS AGREEMENT  SHALL BE TERMINATED
AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS  HEREUNDER,  EACH
TO THE OTHER, EXCEPT FOR THE RIGHT OF SELLER TO RETAIN SUCH LIQUIDATED DAMAGES.

         SELLER'S INITIALS: ________             BUYER'S INITIALS:________


              7.  BROKERS:  Buyer  shall be  responsible  for the  payment  of a
commission  in  the  amount  of  Five  Hundred   Thousand  and  No/100   Dollars
($500,000.00) to Landcor  Properties and Investments,  Inc., Attn. Daniel Kramer
located at 8804 Bonta Court,  Las Vegas,  Nevada 89134,  Phone:  (702) 240-0340;
Fax:  (702)  240-5181 and E-Mail:  dkramer554@aol.com  ("BROKER")  pursuant to a
separate  agreement  between Buyer and Broker,  if applicable.  Buyer and Seller
each represents and warrants to the other that it has not engaged any other real
estate broker or finder in connection with this transaction  except as expressly
provided herein. Seller shall indemnify,  defend and hold Buyer harmless against
any Claims  incurred by reason of any brokerage fee,  commission or finder's fee
which is payable  or  alleged  to be  payable  to Broker or any other  broker or
finder by or on the basis of any alleged acts by Seller.  Buyer shall indemnify,
defend and hold Seller  harmless  against  any Claims  incurred by reason of any
brokerage  fee,  commission  or  finder's  fee which is payable or alleged to be
payable to any broker or finder by or on the basis of any alleged acts by Buyer.
The  representations,  warranties,  indemnities and agreements contained in this
Section 7 shall  survive  the Close of Escrow  or  earlier  termination  of this
Agreement.

         8.   GENERAL PROVISIONS.

              8.1 COUNTERPARTS.  This Agreement may be executed in counterparts,
each of which shall be deemed an  original,  but all of which,  taken  together,
shall constitute one and the same instrument.

              8.2 ENTIRE AGREEMENT; AMENDMENT. This Agreement (together with all
Exhibits  attached  hereto) contains all of the agreements of the parties hereto
with  respect to the matters  contained  herein and no prior or  contemporaneous
agreement  or  understanding,  oral or written,  pertaining  to any such matters
shall be effective  for any  purpose.  No  provision  of this  Agreement  may be
modified,  waived,  amended  or added to except by  writing  signed by the party
against  which  the  enforcement  of such  modification,  waiver,  amendment  or
addition is or may be sought.

              8.3  INCORPORATION OF EXHIBITS.  All exhibits  attached hereto and
referred to herein are  incorporated in this Agreement as though fully set forth
herein.

<PAGE>


              8.4 PARTIAL INVALIDITY. If any provision of this Agreement is held
by a court  of  competent  jurisdiction  to be  invalid  or  unenforceable,  the
remainder of the Agreement  shall continue in full force and effect and shall in
no way be impaired or  invalidated,  and the parties agree to substitute for the
invalid or unenforceable  provision a valid and enforceable  provision that most
closely   approximates  the  intent  and  economic  effect  of  the  invalid  or
unenforceable provision.

              8.5  GOVERNING  LAW.  This  Agreement  and each and every  related
document are to be governed by, and  construed in accordance  with,  the laws of
the State of Nevada.

              8.6 WAIVER OF COVENANTS, CONDITIONS OR REMEDIES. The waiver by one
party of the performance of any covenant,  condition or promise,  or of the time
for performing any act, under this Agreement shall not invalidate this Agreement
nor  shall it be  considered  a waiver  by such  party  of any  other  covenant,
condition  or promise,  or of the time for  performing  any other act  required,
under this  Agreement.  The  exercise of any remedy  provided in this  Agreement
shall  not be a  waiver  of any  consistent  remedy  provided  by  law,  and the
provisions  of this  Agreement  for any  remedy  shall  not  exclude  any  other
consistent remedies unless they are expressly excluded.

              8.7 LEGAL ADVICE. Each party has received independent legal advice
from its attorneys with respect to the  advisability of executing this Agreement
and the meaning of the provisions hereof. The provisions of this Agreement shall
be  construed as to the fair meaning and not for or against any party based upon
any attribution of such party as the sole source of the language in question.

              8.8 TIME OF THE  ESSENCE.  Time shall be of the  essence as to all
dates and times of performance,  whether they are contained  herein or contained
in any escrow  instructions to be executed  pursuant to this Agreement,  and all
escrow  instructions  shall contain a provision to this effect.  Notwithstanding
the  foregoing,  in the event the date for the  performance  of an action or the
giving of a notice falls on a Saturday, Sunday or holiday, then the date for the
performance  of such  action  or giving of such  notice  shall be  automatically
extended to the next succeeding business day.

              8.9 ATTORNEYS' FEES. In the event that any party hereto institutes
an action or  proceeding  for a  declaration  of the rights of the parties under
this Agreement,  for injunctive  relief, for an alleged breach or default of, or
any other action arising out of this Agreement or the transactions  contemplated
hereby,  or in the event any party is in  default  of its  obligations  pursuant
thereto,  whether  or not suit is filed or  prosecuted  to final  judgment,  the
non-defaulting  party or  prevailing  party  shall  be  entitled  to its  actual
attorneys'  fees and to any  court  costs  incurred,  in  addition  to any other
damages or relief awarded

              8.10 ASSIGNMENT.  Buyer, in its sole  discretion,  may assign this
Agreement and its rights and obligations  hereunder  provided that such assignee
expressly  assumes the obligations of Buyer hereunder.  Upon any such assignment
by Buyer,  Buyer shall be fully relieved from any further  liability  hereunder.
This  Agreement  shall be  binding  upon and shall  inure to the  benefit of the
successors  and  permitted  assigns of the  parties to this  Agreement  with the
consent of Seller.

              8.11 NOTICES.  All notices required or permitted by this Agreement
shall  be in  writing  and may be  delivered  in  person  (by hand  delivery  or
professional  messenger service) to either party or may be sent by registered or
certified mail, with postage prepaid,  return receipt  requested or delivered by
Express Mail of the U.S.  Postal Service or Federal Express or any other courier
service guaranteeing overnight delivery,  charges prepaid, or may be transmitted
by  facsimile  transmission  (provided  a hard  copy  of  such  transmission  is
thereafter  delivered in one of the foregoing  prescribed methods) and addressed
as follows:

              If to Seller:       American Vantage Companies
                                  7674 West Lake Mead Blvd., Suite 108
                                  Las Vegas, NV  89128
                                  Attn.:  Ronald Tassinari
                                  Phone:  (702) 227-9800
                                  Fax: (702) 227-8525
                                  E-Mail:  rjt@americanvantage.com

<PAGE>


            With a copy to:       Snow  Becker Krauss P.C.
                                  Attn:  Harlan Greenman, Esq.
                                  605 Third Avenue, 25th
                                  New York, New York  10158
                                  Phone:  () (212) 687-3860
                                  Fax: () (212) 949-7052
                                  E-Mail:  jbecker@sbklaw.com

              If to Buyer:        Centex Homes dba Real Homes
                                  3606 North Rancho Drive, Suite 102
                                  Las Vegas, Nevada  89130
                                  Attn: Brad Burns
                                  Phone:  (702) 647-2660
                                  Fax: (702) 647-2666
                                  E-Mail: bburns@centexhomes.com

           With a copy to:        Centex Homes
                                  8665 East Hartford, #217
                                  Scottsdale, Arizona  85255
                                  Attn: Darrell Sherman, General Counsel
                                  c/o Carlie Estrada, Paralegal
                                  Telephone:  (480) 889-0893; (480) 889-0894
                                  Telecopier:  (480) 889-0672
                                  E-Mail: DSHERMAN@CENTEXHOMES.COM
                                          cestrada@centexhomes.com
                                  PLEASE ALWAYS SEND TO BOTH E-MAIL ADDRESSES


     If to Escrow Holder:         Nevada Title Company
                                  3320 W. Sahara Avenue, Suite 200
                                  Las Vegas, Nevada  89102
                                  Attn:  Troy Lochhead
                                  Telephone:  (702) 251-5280
                                  Telecopy:  (702) 966-5848
                                  E-Mail: tlochhead@nevadatitle.com

                            Any such  notice  sent by  registered  or  certified
mail,  return  receipt  requested,  shall be deemed to have been duly  given and
received  seventy-two  (72) hours after the same is so addressed and mailed with
postage prepaid.  Notices delivered by overnight service shall be deemed to have
been given  twenty-four (24) hours after delivery of the same,  charges prepaid,
to the U.S. Postal Service or private  courier.  If any notice is transmitted by
facsimile  transmission  or similar  means,  the same shall be deemed  served or
delivered  upon  confirmation  of  transmission  thereof.  Any  notice  or other
document  sent by any other manner shall be effective  only upon actual  receipt
thereof.  Any party may change its address for  purposes of this Section 8.11 by
giving notice to the other party as provided herein.

              8.12  CONSTRUCTION OF AGREEMENT.  The agreements  contained herein
shall  not be  construed  in favor of or  against  either  party,  but  shall be
construed as if both parties prepared this Agreement.

              8.13. GENDER AND NUMBER. Wherever in this Agreement the context so
requires,  references to the  masculine  shall be deemed to include the feminine
and neuter, and reference to the singular shall be deemed to include the plural.

<PAGE>


                            8.14 SURVIVAL;  NON-MERGER.  Except as  specifically
set  forth  herein,  the  representations,  warranties,  indemnities  and  other
provisions  set forth herein shall  survive the Close of Escrow and shall not be
merged into the Grant Deed.

              8.15 EASEMENTS.  Seller agrees to reasonably  cooperate with Buyer
to grant  any  temporary  construction  easements  or other  easements  over the
Property,  which  are  reasonably  necessary  for  Buyer's  development  of  the
Property;  provided  however  that the  location  of such  easements  shall  not
interfere with Buyer's proposed development of the Property.

                  9.       [INTENTIONALLY OMITTED]

                 10.  COOPERATION WITH EXCHANGE. Buyer agrees to accommodate and
cooperate  with Seller in  structuring  the transfer of Property  from Seller to
Buyer as an exchange of property held for  productive use in a trade or business
or for  investment  within the meaning of Section 1031 of the  Internal  Revenue
Code of 1986,  as amended (the  "CODE").  In  connection  with such tax deferred
exchange,  Buyer shall execute such  documents as may be reasonably  required to
effect such  exchange  and also allow Seller to extend the Close of Escrow for a
period of Thirty (30) days. In no event shall Buyer be required to take title to
any real property other than the Property or to incur any additional  expense or
liability.  Buyer shall have no liability  pursuant to any documents executed in
connection with such exchange. Seller shall indemnify,  defend, protect and hold
harmless  Buyer,  its  partners,   officers,   directors,   employees,   agents,
representatives,  successors  and  assigns  from and  against any and all Claims
arising from or in connection with (i) structuring the transaction  contemplated
by this  Agreement  as an exchange  under  Section  1031 of the Code or (ii) the
execution of any documents in connection with the exchange. Seller shall pay all
costs, if any,  incurred by Buyer as a result of structuring the transfer of the
Property as an  exchange  under  Section  1031 of the Code,  including,  without
limitation,  attorneys'  fees  (including  in-house  counsel)  and  other  costs
incurred by Buyer in connection with document  review,  litigation or threats of
litigation,  or  governmental  audits  arising  from such  exchange  or  related
thereto,  and any other  resulting  costs and expenses.  Under no  circumstances
shall structuring the transaction  contemplated by this Agreement as an exchange
under  Section  1031 of the Code delay the Close of Escrow.  The  failure of the
contemplated  transaction  to qualify as a  tax-deferred  exchange under Section
1031 of the Code shall in no way defeat or otherwise  compromise the sale of the
Property from Seller to Buyer.  The rights and  obligations  of Buyer and Seller
pursuant  to this  Section  10 shall  survive  the  conveyance  of the  Property
contemplated hereunder.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

                                     "BUYER"

    CENTEX HOMES, a Nevada general partnership, doing business as Real Homes

                         By:  CENTEX REAL ESTATE CORPORATION,
                              a Nevada corporation, Managing General Partner


                         By: /s/ BRAD BURNS
                            ---------------
                            Brad Burns, Division President

                                    "SELLER"

                                    AMERICAN CARE GROUP, INC.
                                    a Nevada corporation

                         By: /s/ RONALD J. TASSINARI
                             -----------------------
                             Ronald J. Tassinari, President


<PAGE>


                          ACCEPTANCE BY ESCROW HOLDER:

                  Escrow Holder hereby acknowledges that it has received a fully
executed  counterpart  of the foregoing  Agreement for Purchase and Sale of Real
Property and Escrow  Instructions and agrees to act as Escrow Holder  thereunder
and to be bound by and perform  the terms  thereof as such terms apply to Escrow
Holder.

       Dated:  September 5, 2003       NEVADA TITLE COMPANY

                                       By:  /s/ TROY LOCHHEAD
                                            -----------------
                                       Troy Lochhead, Commercial Escrow Officer




<PAGE>



                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

THAT PORTION OF THE NORTHEAST QUARTER (NE 1/4) OF THE SOUTHEAST QUARTER (SE 1/4)
OF SECTION 26, TOWNSHIP 19 SOUTH, RANGE 61 EAST.

PARCELS  ONE (1) AND TWO (2) AS SHOWN BY THE MAP  THEREOF  ON FILE 83 OF  PARCEL
MAPS, PAGE 28, IN THE OFFICE OF THE COUNTY RECORDED OF CLARK COUNTY, NEVADA.






<PAGE>



                                   EXHIBIT "B"


RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO,
AND MAIL TAX STATEMENTS TO:

Centex Homes dba Real Homes
3606 North Rancho Drive, Suite 102
Las Vegas, Nevada  89130
Attn: Brad Burns
                  -------------------------------------------------------------
                  (Above Space for Recorder's Use Only)

                  Parcel No(s).  124-26-701-005 and 124-26-701-006

                           GRANT, BARGAIN & SALE DEED
                           --------------------------

[Statement  of Tax Due and Request that Stamps not be made part of the Permanent
Record to be filed separate from the Deed]

                   FOR  VALUABLE  CONSIDERATION,  receipt  of  which  is  hereby
acknowledged,  AMERICAN CARE GROUP,  INC., a Nevada  corporation  hereby GRANTS,
BARGAINS and SELLS to CENTEX HOMES, a Nevada general partnership, doing business
as Real  Homes,  the real  property  located  in the  County of Clark,  State of
Nevada,  more  particularly   described  in  EXHIBIT  "1"  attached  hereto  and
incorporated herein by this reference;

                   TOGETHER WITH all and singular the  tenements,  hereditaments
and  appurtenances  thereunto  belonging,  or in anywise  appertaining,  and the
reversion and reversions,  remainder and remainders,  rents,  issues and profits
thereof.

                   Subject to  Permitted  Exceptions  as defined in that certain
Agreement  for Purchase and Sale between  AMERICAN  CARE GROUP,  INC. and CENTEX
HOMES dated  September  5, 2003 and more  particularly  described in Exhibit "2"
attached hereto and incorporated herein by this reference.



<PAGE>



                      IN WITNESS WHEREOF, the undersigned has executed this
document as of the day and year indicated.

                  Dated:  _______________ __, 200___

                  "SELLER"

                  AMERICAN CARE GROUP, INC.
                  a Nevada corporation

                  By:__________________________________

                  Name:________________________________

                  Title:  ________________________________





<PAGE>



                                   EXHIBIT "C"


                TRANSFEROR'S CERTIFICATION OF NON-FOREIGN STATUS


         To inform CENTEX HOMES, a Nevada general partnership, doing business as
Real Homes  ("TRANSFEREE"),  that  withholding  of tax under Section 1445 of the
Internal  Revenue Code of 1986,  as amended,  ("CODE") will not be required upon
the transfer of certain real property to the  Transferee by AMERICAN CARE GROUP,
INC., a Nevada corporation (the "TRANSFEROR"),  the undersigned hereby certifies
the following on behalf of the Transferor:

                            1.  The  Transferor  is not a  foreign  corporation,
foreign  partnership,  foreign trust, foreign estate or foreign person (as those
terms  are  defined  in the  Code and the  Income  Tax  Regulations  promulgated
thereunder); and

                            2. The  Transferor's  U.S.  employer  or tax (social
security) identification number is

                            The Transferor  understands that this  Certification
may be disclosed to the Internal  Revenue Service by the Transferee and that any
false statement  contained  herein could be punished by fine,  imprisonment,  or
both.

                            The  Transferor  understands  that the Transferee is
relying on this  Certification  in determining  whether  withholding is required
upon said transfer.

                            Under  penalty  of  perjury  I  declare  that I have
examined  this  Certification  and to the best of my knowledge  and belief it is
true, correct and complete,  and I further declare that I have authority to sign
this document on behalf of the Transferor.

                  Dated:  _______________ __, 200___

                  "TRANSFEROR"

                  AMERICAN CARE GROUP, INC.,
                  a Nevada corporation

                  By:__________________________________

                  Name:________________________________

                  Title:  ________________________________






<PAGE>



                                   EXHIBIT "D"

          BLANKET ASSIGNMENT OF CONTRACTS, LICENSES, PERMITS, PLANS AND
                  SPECIFICATIONS AND OTHER INTANGIBLE PROPERTY

                            Reference   is  hereby  made  to  (a)  that  certain
property located in the City of North Las Vegas,  County of Clark,  Nevada,  and
more particularly  described in Recital A of that certain Agreement for Purchase
and Sale of Real Property and Escrow  Instructions  between Seller and Buyer (as
such  parties  are  defined  below)  dated as of  September  __,  2003,  (b) the
improvements  located thereon,  and (c) the rights,  privileges and entitlements
incident thereto (collectively, the "PROPERTY").


                            For  good and  valuable  consideration,  receipt  of
which is hereby  acknowledged,  the  undersigned,  AMERICAN CARE GROUP,  INC., a
Nevada corporation ("SELLER") does hereby, give, grant, bargain, sell, transfer,
assign, convey and deliver to CENTEX HOMES, a Nevada general partnership,  doing
business as Real Homes ("BUYER"),  all of Seller's right,  title and interest in
all assets,  rights,  materials  and/or claims used, owned or held in connection
with the use, management,  development or enjoyment of the Property,  including,
without  limitation:  (i) all  entitlements,  subdivision  agreements  and other
agreements  relating  to  the  development  of the  Property;  (ii)  all  plans,
specifications,  maps,  drawings and other renderings  relating to the Property;
(iii) all  warranties,  claims and any similar rights relating to and benefiting
the  Property or the assets  transferred  hereby;  (iv) all  intangible  rights,
goodwill  and  rights  benefiting  the  Property;  (v)  all  development  rights
benefiting  the  Property;  (vi) all  rights,  claims or awards  benefiting  the
Property; and (vii) all rights to receive a reimbursement, credit or refund from
the applicable  agency or entity of any deposits or fees paid in connection with
the development of the Property.

                            Seller shall, upon written request therefor, execute
and  deliver  to Buyer,  its  nominees,  successor  and/or  assigns,  any new or
confirmatory  instruments  and do and  perform any other acts which  Buyer,  its
nominees,  successors  and/or  assigns,  may request in order to fully  transfer
possession  and  control  of, and  protect  the rights of Buyer,  its  nominees,
successors and/or assigns in the assets of Seller intended to be transferred and
assigned hereby.

                  Dated:  _______________ ____, 200___

                  "SELLER"

                  AMERICAN CARE GROUP, INC.
                  a Nevada corporation

                  By:__________________________________

                  Name:________________________________

                  Title:  ________________________________






<PAGE>




                                   EXHIBIT "E"

                       DEFINITION OF HAZARDOUS SUBSTANCES
                       ----------------------------------

                            The  term  "HAZARDOUS  SUBSTANCE"  as  used  in this
Agreement shall mean a material amount of those substances,  materials or wastes
regulated now or in the future under any of the statutes or  regulations  listed
below and any and all of those  substances  included  within the  definitions of
"hazardous  substances",  "hazardous materials",  "hazardous waste",  "hazardous
chemical  substance or mixture",  "imminently  hazardous  chemical  substance or
mixture",  "toxic substances",  "hazardous air pollutant",  "toxic pollutant" or
"solid waste" in the statutes or regulations listed below.  Hazardous Substances
shall also mean a material amount of (i) trichloroethylene, tetrachloroethylene,
perchloroethylene and other chlorinated solvents, (ii) any petroleum products or
fractions thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable
explosives, (vi) urea formaldehyde, and (vii) radioactive materials and waste.

                            A  Hazardous  Substance  shall  include  a  material
amount of:

                            (1) a "Hazardous  Substance",  "Hazardous Material",
"Hazardous  Waste", or "Toxic  Substance" under the Comprehensive  Environmental
Response, Compensation and Liability Act of 1980, 42 U.S.C.ss.ss.9601,  ET SEQ.,
the Hazardous Materials Transportation Act, 49 U.S.C.ss.ss.1801, ET SEQ., or the
Resource Conservation and Recovery Act, 42 U.S.C.ss.ss.6901, ET SEQ.;

                            (2)  "Oil"  or a  "Hazardous  Substance"  listed  or
identified  pursuant  toss.311 of the Federal  Water  Pollution  Control Act, 33
U.S.C.ss.1321, as well as any other hydrocarbonic substance or by-product;

                            (3) a material which due to its  characteristics  or
interaction with one or more other substances,  chemical compounds, or mixtures,
damages or  threatens  to damage,  health,  safety,  or the  environment,  or is
required by any law or public  agency to be  remediated,  including  remediation
which such law or public agency  requires in order for the property to be put to
any lawful purpose;

                            (4)   pesticides   regulated   under   the   Federal
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C.ss.ss.136 ET SEQ.;

                            (5) asbestos,  PCBs, and other substances  regulated
under the Toxic Substances Control Act, 15 U.S.C. ss.ss.2601 ET SEQ.;

                            (6)  any  radioactive  material  including,  without
limitation,  any "source  material",  "special  nuclear  material",  "by-product
material",  "low-level wastes",  "high-level  radioactive waste", "spent nuclear
fuel" or "transuranic waste", and any other radioactive materials or radioactive
wastes,   however   produced,   regulated   under  the  Atomic  Energy  Act,  42
U.S.C.ss.ss.2011  ET SEQ. or the Nuclear Waste Policy Act, 42  U.S.C.ss.ss.10101
ET SEQ.; and/or


                            (7) industrial process and pollution control wastes,
whether or not "hazardous"  within the meaning of the Resource  Conservation and
Recovery Act, 42 U.S.C.ss.ss.6901 ET SEQ.

                            All regulations,  administrative rules, policies and
orders,  promulgated  pursuant to said foregoing statutes and regulations or any
amendments or  replacement  thereof,  provided such  amendments or  replacements
shall  in no way  limit  the  original  scope  and/or  definition  of  Hazardous
Substance defined herein.