<PAGE>   1
                        AMERICAN INSTITUTE OF ARCHITECTS

                                     [LOGO]

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                               AIA Document A101

                       Standard Form of Agreement Between
                              Owner and Contractor
                        where the basis of payment is a
                                 STIPULATED SUM

                                  1987 EDITION

       THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH
   AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.

   The 1987 Edition of AIA Document A201, General Conditions of the Contract
     for Construction, is adopted in this document by reference. Do not use
        with other general conditions unless this document is modified.

                This document has been approved and endorsed by
                 The Associated General Contractors of America.

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AGREEMENT

made as of the  25th day of July in the year of
Nineteen Hundred and  1995

BETWEEN the Owner:    International Leisure Hosts, LTD.
(Name and address)    2525 East Camelback, Suite 275
                      Phoenix, AZ 85016

and the Contractor:   Pacific West Construction, Inc.
(Name and address)    P.O. Box 1884
                      Idaho Falls, Idaho 83403

The Project is:       Flagg Ranch Phase II
(Name and location)   Flagg Ranch Village
                      Moran, Wyoming

The Architect is:     Robert Kubicek Architects and Associates
(Name and address)    3900 East Camelback Road, Suite 600
                      Phoenix, Arizona 85018
                      Prestwich Architects
                      P.O. Box 2950 - Idaho Falls, Idaho 83403

The Owner and Contractor agree as set forth below.

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     Copyright 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 
     1977, (C) 1987 by the American Institute of Architects, 1735 New York
     Avenue, N.W., Washington, D.C. 20006. Reproduction of the material
     herein or substantial quotation of its provisions without written
     permission of the AIA violates the copyright laws of the United States
     and will be subject to legal prosecution.

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AIA DOCUMENT A101 - OWNER-CONTRACTOR AGREEMENT - TWELFTH EDITION - 
AIA(R) - (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., 
WASHINGTON, D.C. 20006                                             A101-1987  1

       WARNING: Unlicensed photocopying violates U.S. copyright laws and
                        is subject to legal prosecution.
<PAGE>   2
                                   ARTICLE 1
                                   ---------
                             THE CONTRACT DOCUMENTS

The Contract Documents consist of this Agreement, Conditions of the Contract 
(General, Supplementary and other Conditions), Drawings, Specifications, 
addenda issued prior to execution of this Agreement, other documents listed in 
this Agreement and Modifications issued after execution of this Agreement; 
these form the Contract, and are as fully a part of the Contract as if attached 
to this Agreement or repeated herein. The Contract represents the entire and 
integrated agreement between the parties hereto and supersedes prior 
negotiations, representations or agreements, either written or oral. An 
enumeration of the Contract Documents, other than Modifications, appears in 
Article 9.

                                   ARTICLE 2
                                   ---------
                           THE WORK OF THIS CONTRACT

The Contractor shall execute the entire Work described in the Contract 
Documents, except to the extent specifically indicated in the Contract 
Documents to be the responsibility of others, or as follows:

The contractor shall furnish all labor, materials, supervision and equipment 
necessary to complete Phase II Flagg Ranch Lodging Units, New Flagg Ranch 
Laundry Facility, New Flagg Ranch Maintenance Facility. In accordance with 
plans and specifications as prepared by Robert Kubicek Architect & Associates 
dated 4/21/94 for the duplexes and four-plexes, and Kay Prestwich Associates 
dated May 1995.

The contractor shall also provide the infrastructure for the living units and
the Laundry Facility and the Maintenance Facility which shall consist of
providing utility connections for the sewer and water, phone conduit with pull
wire to each building, an electrical supply from the transformers to each
building. Transformer to be by others. He shall also provide concrete walkways
as per the design drawings the additional parking lot with combination curb and
walk. This contractor shall also provide all clearing, grubbing and earthmoving
to accommodate the infrastructure and the new buildings. The Contractor shall
also be responsible for the scheduling of the Owner supplied floor coverings,
interior decorations where applicable and furniture (See attachment B for
clarification of work of this contract)

  Any cost increases or decreases between now and when framing lumber,
  approximately $100,000.00 materials are bought next spring will be the
  responsibility of the owner.

  Concrete walks, Line Item 59, will be billed at a cost of $9.91/Linear Foot
  and field verified after completion. 

                                   ARTICLE 3
                                   ---------
                DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

3.1  The date of commencement is the date from which the Contract Time of 
Paragraph 3.2 is measured, and shall be the date of this Agreement, as first 
written above, unless a different date is stated below or provision is made for 
the date to be fixed in a notice to proceed issued by the Owner.

(Insert the date of commencement, if it differs from the date of this 
Agreement or, if applicable, state that the date will be fixed in a notice to
proceed.)

  Commencement shall be on August 1, 1995

Unless the date of commencement is established by a notice to proceed issued by 
the Owner, the Contractor shall notify the Owner in writing not less than five 
days before commencing the Work to permit the timely filing of mortgages, 
mechanic's liens and other security interests. Note: Project will be shut down 
for winter weather. The final completion date shall be November 1, 1996.

3.2  The Contractor shall achieve Substantial Completion of the entire Work not 
later than 

(Insert the calendar date or number of calendar days after the date of 
commencement. Also insert any requirements for earlier Substantial Completion 
of certain portions of the Work, if not stated elsewhere in the Contract
Documents.)


, subject to adjustments of this Contract Time as provided in the Contract
Documents.

(Insert provisions, if any, for liquidated damages relating to failure to 
complete on time.)
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AIA DOCUMENT A101 - OWNER-CONTRACTOR AGREEMENT - TWELFTH EDITION - 
AIA(R) - (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., 
WASHINGTON, D.C. 20006                                             A101-1987  2

       WARNING: Unlicensed photocopying violates U.S. copyright laws and
                        is subject to legal prosecution.


<PAGE>   3

                                  ARTICLE 4
                                  ---------
                                 CONTRACT SUM

4.1     The Owner shall pay the Contractor in current funds for the Contractor's
performance of the Contract the Contract Sum of one million two hundred four
thousand one hundred twenty one Dollars ($1,204,121.00), subject to additions
and deductions as provided in the Contract Documents.

4.2     The Contract Sum is based upon the following alternates, if any, which
are described in the Contract Documents and are hereby accepted by the Owner: 

(State the numbers or other identification of accepted alternates. If decisions
on other alternates are to be made by the Owner subsequent to the execution of
this Agreement, attach a schedule of such other alternates showing the amount
for each and the date until which that amount is valid.)

A)      Two handicap units, one to be a standard handicap unit as shown on 
        drawings, U-28 with tub/shower accommodations. One unit to be a roll
        in type of shower unit.

B)      Parking lot area and Walkway as per Jorgensen Engineering plans
        submitted showing infrastructure and sidewalks as designed.


4.3     Unit prices, if any, are as follows:

<TABLE>
<S>                        <C>
5 Duplexes                   238,905.00
9 4-Plexes                   646,455.00
Infrastructure                84,000.00
Additional Parking Area       31,150.00
Sidewalks                     23,970.00
Maintenance Facility          96,393.00
Laundry Building              53,150.00
Bonds                         16,448.00
Builders Risk                  4,850.00
Liability                      8,800.00
                           ------------   
            TOTAL          1,204,121.00

</TABLE>

 
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AIA DOCUMENT A101 - OWNER-CONTRACTOR AGREEMENT - TWELFTH EDITION - 
AIA(R) - (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., 
WASHINGTON, D.C. 20006                                             A101-1987  3

       WARNING: Unlicensed photocopying violates U.S. copyright laws and
                        is subject to legal prosecution.
<PAGE>   4


                                   ARTICLE 5

                               PROGRESS PAYMENTS

5.1  Based upon Applications for Payment submitted to the Owner by the 
Contractor, the Owner shall make progress payments on account of the Contract 
Sum to the Contractor as provided below and elsewhere in the Contract Documents.

5.2  The period covered by each Application for Payment shall be one calendar 
month ending on the last day of the month, or as follows:

     The application for payment shall be monthly ending the 25th of the month
     and going from the 25th to 25th of each month until completion.

     See also Exhibit B.

5.3  Provided an Application for Payment is received by the Owner not later than
the 30th day of a month, the Owner shall make payment to the Contractor not
later than the 10th day of the following month. If an Application for Payment is
received by the Owner after the application date fixed above, payment shall be
made by the Owner on the 10th day from the receipt for application for payment.

5.4  Each Application for Payment shall be based upon the schedule of values 
submitted by the Contractor in accordance with the Contract Documents. The 
schedule of values shall allocate the entire Contract Sum among the various 
portions of the Work and be prepared in such form and supported by such data to 
substantiate its accuracy as the Owner may require. This schedule, unless 
objected to by the Owner, shall be used as a basis for reviewing the 
Contractor's Applications for Payment.

5.5  Applications for Payment shall indicate the percentage of completion of 
each portion of the Work as of the end of the period covered by the Application 
for Payment.

5.6  Subject to the provisions of the Contract Documents, the amount of each 
progress payment shall be computed as follows:

5.6.1  Take that portion of the Contract Sum properly allocable to completed 
Work as determined by multiplying the percentage completion of each portion of 
the Work by the share of the total Contract Sum allocated to that portion of 
the Work in the schedule of values, less retainage of five percent (5%). 
Pending final determination of cost to the Owner of changes in the Work, 
amounts not in the dispute may be included as provided in Subparagraph 7.3.7 of 
the General Conditions even though the Contract Sum has not yet been adjusted 
by Change Order;

5.6.2  Add that portion of the Contract Sum properly allocable to materials and 
equipment delivered and suitably stored at the site for subsequent 
incorporation in the completed construction (or, if approved in advance by the 
Owner, suitably stored off the site at a location agreed upon in writing), less 
retainage of      percent (  %);

5.6.3  Subtract the aggregate of previous payments made by the Owner; and

5.6.4  Subtract amounts, if any, for which the Owner has withheld or
nullified a Certificate for Payment as provided in Paragraph 9.5 of the
General Conditions.

5.7  The progress payment amount determined in accordance with Paragraph 5.6 
shall be further modified under the following circumstances:

5.7.1  Add, upon Substantial Completion of the Work, a sum sufficient to 
increase the total payments to      percent (  %) of the Contract Sum, less 
such amounts as the Owner shall determine for incomplete Work and unsettled 
claims; and

5.7.2  Add, if final completion of the Work is thereafter materially delayed 
through no fault of the Contractor, any additional amounts payable in 
accordance with Subparagraph 9.10.3 of the General Conditions.

5.8  Reduction or limitation of retainage, if any, shall be as follows:

(If it is intended, prior to Substantial Completion of the entire Work, to 
reduce or limit the retainage resulting from the percentages inserted in 
Subparagraphs 5.6.1 and 5.6.2 above, and this is not explained elsewhere in the 
Contract Documents, insert here provisions for such reduction or limitation.)


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AIA DOCUMENT A101 - OWNER-CONTRACTOR AGREEMENT - TWELFTH EDITION - 
AIA(R) - (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., 
WASHINGTON, D.C. 20006                                             A101-1987  4

       WARNING: Unlicensed photocopying violates U.S. copyright laws and
                        is subject to legal prosecution.

<PAGE>   5
                                   ARTICLE 6
                                 FINAL PAYMENT

Final payment, constituting the entire unpaid balance of the Contract Sum, shall
be made by the Owner to the Contractor when (1) the Contract has been fully
performed by the Contractor except for the Contractor's responsibility to
correct nonconforming Work as provided in Subparagraph 12.2.2 of the General
Conditions and to satisfy other requirements, if any, which necessarily survive
final payment; and (2) a final Certificate for Payment has been issued by the
Contractor; such final payment shall be made by the Owner not more than 30 days
after the issuance of the Contractors final Certificate for Payment, or as
follows:

        The owner shall pay the entire unpaid balance including the 5% retainage
        only after the completion of all items on the final "punch list" as
        compiled by the owner and contractor prior to final payment. Or as
        agreed upon by both parties.


                                   ARTICLE 7
                            MISCELLANEOUS PROVISIONS

7.1  Where reference is made in this Agreement to a provision of the General 
Conditions or another Contract Document, the reference refers to that provision 
as amended or supplemented by other provisions of the Contract Documents.

7.2  Payments due and unpaid under the Contract shall bear interest from the 
date payment is due at the rate stated below, or in the absence thereof, at the 
legal rate prevailing from time to time at the place where the Project is 
located. 

(Insert rate of interest agreed upon, if any.)

        At annual rate of 6%


(Usury laws and requirements under the Federal Truth in Lending Act, similar 
state and local consumer credit laws and other regulations at the Owner's and 
Contractor's principal places of business, the location of the Project and 
elsewhere may affect the validity of this provision. Legal advice should be 
obtained with respect to deletions or modifications, and also regarding 
requirements such as written disclosures or waivers.)  

7.3  Other provisions:

        See attached Exhibit A 
        See attached Exhibit B 
        See attached Exhibit C
        Supplementary Conditions to General Conditions of the Contract for
        Construction between International Leisure Hosts, LTD. and Pacific West
        Construction, Inc.

        Bond Requirements - 2.2.1 Supplementary Conditions to General 
        Conditions 

                                   ARTICLE 8
                           TERMINATION OR SUSPENSION

8.1  The Contract may be terminated by the Owner or the Contractor as provided 
in Article 14 of the General Conditions.

8.2  The Work may be suspended by the Owner as provided in Article 14 of the 
General Conditions.

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AIA DOCUMENT A101 - OWNER-CONTRACTOR AGREEMENT - TWELFTH EDITION -
AIA(R) - (C)1987                                                            
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W.,
WASHINGTON, D.C. 20006                                              A101-1987  5

       WARNING: Unlicensed photocopying violates U.S. copyright laws and
                        is subject to legal prosecution.


<PAGE>   6

                                   ARTICLE 9
                                   ---------
                       ENUMERATION OF CONTRACT DOCUMENTS

9.1  The Contract Documents, except for Modifications issued after execution of 
this Agreement, are enumerated as follows:

9.1.1  The Agreement is this executed Standard Form of Agreement Between Owner 
and Contractor, AIA Document A101, 1987 Edition.

9.1.2  The General Conditions are the General Conditions of the Contract for 
Construction, AIA Document A201, 1987 Edition.

9.1.3  The Supplementary and other Conditions of the Contract are those 
contained in the Project Manual dated                                 , and are 
as follows:


Document                                Title                             Pages


9.1.4  The Specifications are those contained in the Project Manual dated as in 
Subparagraph 9.1.3, and are as follows: (Either list the Specifications here or 
refer to an exhibit attached to this Agreement.)


Section                                 Title                             Pages


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AIA DOCUMENT A101 - OWNER-CONTRACTOR AGREEMENT - TWELFTH EDITION - 
AIA(R) - (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., 
WASHINGTON, D.C. 20006                                             A101-1987  6

       WARNING: Unlicensed photocopying violates U.S. copyright laws and
                        is subject to legal prosecution.


<PAGE>   7

9.1.5  The Drawings are as follows, and are dated                       unless 
a different date is shown below:

(Either list the Drawings here or refer to an exhibit attached to this 
Agreement.)

Number                             Title                                Date


Infrastructure plans are submitted to Mickey.

Laundry building as prepared by Prestwich Associates

Maintenance Facility as prepared by Prestwich Associates
2400 Total Square Foot   30 x 80


9.1.6  The addenda, if any, are as follows:

Number                          Date                            Pages


Portions of addenda relating to bidding requirements are not part of the 
Contract Documents unless the bidding requirements are also enumerated in this 
Article 9.

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AIA DOCUMENT A101 - OWNER-CONTRACTOR AGREEMENT - TWELFTH EDITION - 
AIA(R) - (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., 
WASHINGTON, D.C. 20006                                             A101-1987  7

       WARNING: Unlicensed photocopying violates U.S. copyright laws and
                        is subject to legal prosecution.

<PAGE>   8

9.1.7   Other documents, if any, forming part of the Contract Documents are as
follows:

(List here any additional documents which are intended to form part of the
Contract Documents. The General Conditions provide that bidding requirements
such as advertisement or invitation to bid, Instructions to Bidders, sample
forms and the Contractor's bid are not part of the Contract Documents unless
enumerated in this Agreement. They should be listed here only if intended to be
part of the Contract Documents.)


This Agreement is entered into as of the day and year first written above and
is executed in at least three original copies of which one is to be delivered
to the Contractor, one to the Architect for use in the administration of the
Contract, and the remainder to the Owner.

<TABLE>
<CAPTION>
<S>                                           <C>
                                              Pacific West Construction, Inc. 
OWNER                                         CONTRACTOR

/s/ JOHN L. BRADLEY                           /s/ LYNDEN P. KUNDE
------------------------------                -------------------------------
(Signature)                                   (Signature)

John L. Bradley, President                    Lynden P. Kunde, President
------------------------------                --------------------------------
(Printed name and title)                      (Printed name and title)
     International Leisure Hosts, LTD.
</TABLE>

[LOGO] CAUTION: You should sign an original AIA document which has this caution
                printed in red. An original assures that changes will not be
                obscured as may occur when documents are reproduced. 
 
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AIA DOCUMENT A101 - OWNER-CONTRACTOR AGREEMENT - TWELFTH EDITION - 
AIA(R) - (C)1987
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., 
WASHINGTON, D.C. 20006                                             A101-1987  8

       WARNING: Unlicensed photocopying violates U.S. copyright laws and
                        is subject to legal prosecution.

<PAGE>   9

                      SUPPLEMENTARY CONDITIONS TO GENERAL
                CONDITIONS OF THE CONTRACT FOR THE CONSTRUCTION
                  BETWEEN INTERNATIONAL LEISURE HOMES, LTD. AND
                        PACIFIC WEST CONSTRUCTION, INC.


        The following supplements modify, change, delete from and add to the 
General Conditions of the Contract for Construction, AIA Document A201, 1987 
("the General Conditions"). When any portion of the General Conditions 
is modified or any paragraph, subparagraph of clause thereof is modified or 
deleted by these supplementary conditions, the unaltered provisions of the 
General Conditions shall remain in effect.

ARTICLE 1

1.1.1     In line 10 of subparagraph 1.1.1, delete the phrase "issued by the
          Architect."

1.1.3     Add the following sentence at the end of subparagraph 1.1.3:

          Contractor acknowledges that the Contract Documents are adequate and
          sufficient to provide for the completion of the Work, and include all
          work, whether or not shown or described, which reasonably may be
          required for the completion of the Work in accordance with all
          applicable laws, codes and industry standards.

1.2.1     Delete the second sentence of subparagraph 1.2.1 in its entirety.

1.2.3     Add the following language to the end of subparagraph 1.2.3:

          In the event of inconsistencies within or between parts of the
          Contract Documents, or between the Contract Documents and applicable
          standards, codes and ordinances, the Contractor shall (1) provide the
          better quality or greater quantity of Work or (2) comply with the most
          stringent requirement.

1.3.1     Deletes subparagraph 1.3.1 and substitute the following:

          All Drawings, Specifications and other documents prepared by the
          Architect are and shall remain the property of the Owner, and Owner
          shall retain all common law, statutory and other reserved rights with
          respect thereto. They shall not be used on any other project without
          the prior written consent of the Owner, and Contractor shall take such
          action as may be necessary to prevent their use on any other project
          or for additions to the Project outside the scope of the Work by any
          subcontractor, sub-subcontractor or material or equipment supplier.
          The Contractor, subcontractors, sub-subcontractors and

<PAGE>   10

        material and equipment suppliers are granted a limited license to use
        and reproduce applicable portions of the Drawings, Specifications and 
        other documents prepared by the Architect appropriate to and for use
        in the execution of their Work under the Contract Documents. All copies
        made under this license shall bear the statutory copyright notice, if
        any, shown on the Drawings, Specifications and other documents prepared
        by the Architect. Submittals or distributions necessary to meet
        official regulatory requirements or for other purposes relating to 
        completion of the Project are not to be construed as a publications in
        derogation of the Owner's copyright or other reserved rights.

ARTICLE 2

2.2.1

2.2.2   Delete subparagraph 2.2.2 and substitute in its place "Owner shall
        supply National Park Service infrastructural construction drawings for
        the Project site."

2.2.4   Delete the work "Information" at the beginning of subparagraph 2.2.4
        and substitute "Upon receipt of a written request therefore from the 
        Contractor, information."

2.2.5   Delete subparagraph 2.2.5 and substitute in its place the following:
        
        Owner shall furnish to Contractor, free of charge, twenty copies of 
        (a) the Drawings and Specifications prepared by the Architect; and
        (b) other drawings and documents necessary for performance of the Work.

2.3.1   Delete the word "persistently" in the first sentence of
        
<PAGE>   11
        subparagraph 2.3.1. In addition, delete the clause, "except to the
        extent required by subparagraph 6.1.3", at the end of subparagraph
        2.3.1, and insert in its place the following:
                                        
        This right shall be in addition to, and not in restriction of, the
        Owner's rights under Paragraph 12.2.

2.4.1   Delete the first two sentences of subparagraph 2.4.1 and
        substitute the following in its place:

        If the Contractor defaults or neglects to carry out the Work in
        accordance with the Contract Documents and fails within a seventy-two
        hour period after receipt of written notice from the Owner to commence
        and continue correction of such default or neglect with diligence and
        promptness, the Owner may, without prejudice to other remedies the Owner
        may have, commence and continue to carry out the Work.

        Delete the fourth sentence of subparagraph 2.4.1 in its entirety. Add 
        at the end of subparagraph 2.4.1 the following sentence:

        The right of the Owner to stop the Work pursuant to this subparagraph
        2.4.1 shall not give rise to any duty on the part of the Owner to
        exercise this right for the benefit of the Contractor or any other
        person or entity.

2.5     Add the following paragraph at the end of Article 2:

2.5     EXTENT OF OWNER'S RIGHTS.

        2.5.1  The rights stated in this article and elsewhere in these Contract
        Documents are cumulative and not in limitation of any rights of the
        owner granted in the Contract Documents, at law or in equity.

        2.5.2  In no event shall the Owner have control over, charge or, or any
        responsibility for construction means, methods, techniques, sequences or
        procedures or for safety precautions and programs in connection with the
        Work, notwithstanding any of the rights and authority granted the Owner
        in the Contract Documents.

Article 3

3.2.1   Delete subparagraph 3.2.1 and substitute in its place the following:

        The Contractor hereby specifically acknowledges and declares that
        Contract Documents are full and complete, are sufficient to have enabled
        it to determine the cost of the Work and that the Drawings, the
        Specifications
<PAGE>   12
        and all addenda are sufficient to enable the Contractor to construct the
        Work outlined therein in accordance with applicable laws, statutes,
        building codes and regulations, and otherwise to fulfill all of its
        obligations under the Contract Documents. In addition, if the Contractor
        performs any construction activity and if it knows or should have known
        that any of the Contract Documents contains a recognized error,
        inconsistency or omission, the Contractor shall be responsible for such
        performance and shall bear the cost for correction thereof.

3.5.1   In line 14 of subparagraph 3.5.1, add the words "or Owner" after 
        "Architect".

3.5     Add the following paragraph to paragraph 3.5:

        3.5.2 The Contractor agrees to assign to the Owner at the time of final
        completion of the Work any and all manufacturer's warranties relating to
        materials and labor used in the Work and further agrees to perform the
        Work in such manner so as to preserve any and all such manufacturer's
        warranties.

3.7.3   Delete subparagraph 3.7.3 and substitute the following in its place:

        It shall be the obligation of the Contractor to review the Contract
        Documents to determine and to notify the Owner and the Architect of any
        discrepancy between building codes and regulations of which the
        Contractor has knowledge or should be reasonably able to determine. The
        Contractor shall not violate any zoning, setback or other locational
        requirements of applicable laws, codes and ordinances, or of any
        recorded covenants of which the Contractor has knowledge. If the
        Contractor observes that portions of the Contract Documents are at
        variance with applicable laws, statutes, ordinances, building codes,
        rules or regulations, the Contractor promptly shall notify the Owner and
        Architect in writing, and necessary changes shall be accomplished by
        appropriate modification.

3.10.1  Delete subparagraph 3.10.1 and substitute in its place the following:

        The Contractor, immediately after being awarded the Contract, shall
        prepare in consultation with the Owner and submit for the Owner's
        approval a contractor's construction schedule for the Work. The
        construction schedule shall not exceed time limits current under the
        Contract Documents, shall be updated and revised at appropriate
        intervals as required by the conditions of the Work and Project, shall
        be related to the entire 
<PAGE>   13
        Project to the extent required by the Contract Documents shall provide 
        for expeditious and practicable execution of the Work and shall not be
        modified or extended without the prior approval of the Owner in each
        instance.

3.10.2  Delete subparagraph 3.10.2 and substitute in its place the following:

        The Contractor shall prepare at least monthly a progress report in a
        form, in sufficient detail, and of a character approved by the Owner
        for the Project. The progress report shall specify, among other things,
        an estimated percentage of completion, whether the Project is on
        schedule, and if not, the reasons therefor and the new schedule, as
        well as the number of man-days worked for each category of labor and
        the projected Work to be completed in the next succeeding month.
        Accompanying the progress report shall be an updated current Project
        schedule and a listing and the status of all change orders,
        modifications, bulletins and other relevant documents.

        The Contractor also shall prepare not later than 30 days after the
        Contract is awarded a materials report which shall include a complete
        list of suppliers and fabricators, items to be purchased from the
        suppliers or fabricators, time required for fabrication and the
        scheduled delivery dates for each item to be purchased. As soon as
        available, the Contractor shall furnish copies of purchase orders to
        the Owner.

        The Contractor shall provide monthly progress reports with each monthly
        pay Application. The Contractor shall hold weekly progress meetings at
        the Project site. Progress of the Work shall be reported in detail with
        reference to construction schedules. Each interested subcontractor shall
        have present a competent representative to report the condition of its
        work and to receive information.

        The Contractor shall prepare and keep current, for the Owner's approval,
        a schedule of submittals which shall be coordinated with the 
        Contractor's construction schedule and allows the Owner reasonable
        time to review submittals.

3.11.1  In lines 7 and 8, delete "Architect and shall be delivered to Architect
        for submittal to" and substitute in its place "Owner and shall be
        delivered to."

3.12.4  Delete the last sentence of subparagraph 3.12.4 in its entirety.


        

<PAGE>   14
3.18.1  In line 10 of subparagraph 3.18.1, delete the phrase "but only to the
        extent". In line 11, delete "negligent". In line 14 of subparagraph
        3.18.1, insert the following after "in part by a": "negligent act or
        omission, whether passive or active, or Owner or any other."

Article 4

4.2.1   Delete the following language from the first sentence of subparagraph 
        4.2.1:

        , and will be the Owner's representative (1) during construction, 
        (2) until final payment is due and (3) with the Owner's concurrence, 
        from time to time during the correction period described in paragraph 
        12.2.

        In addition, insert the following language immediately after the first
        sentence of subparagraph 4.2.1:

        The owner may select the Architect or any other designee, including an
        employee or agent of the Owner, to be the Owner's representative. In
        addition to any specific responsibilities assigned elsewhere in the 
        Contract Documents, the Owner's representative shall decide any and
        all questions which may arise as to the rate of progress as to the Work.

4.2.2   Delete subparagraph 4.2.2 in its entirety.

4.2.3   Delete subparagraph 4.2.3 in its entirety.

4.2.4   Delete subparagraph 4.2.4 in its entirety and substitute in its place 
        the following:

        Owner and Contractor may communicate with each other directly.
        Contractor shall communicate directly with separate suppliers and
        separate subcontractors retained by the Owner.

4.2.5   Substitute "Owner" or "Owner's" whenever "Architect" or "Architect's" is
        mentioned in subparagraph 4.2.5.

4.2.6   Substitute "Owner" whenever "the Architect" is mentioned in 
        subparagraph 4.2.6 

4.2.8   In line 1, delete "the Architect" and insert the "the Owner".

4.2.9   In line 1 of subparagraph 4.2.9, insert the following after "Architect":
        or the Owner, at Owner's discretion."

4.2.10  Delete subparagraph 4.2.10 in its entirety.


<PAGE>   15

4.2.11  Delete subparagraph 4.2.11 and substitute in its place the following:
        
        Upon request of the Owner, claims, disputes and other matters in 
        question relating to the execution or progress of the Work or the 
        interpretation of the Contract Documents may be referred to the 
        Architect for initial decision, which the Architect shall render in
        writing within a reasonable time, not to exceed 15 days after the 
        date on which such request is made. The Owner is not required to 
        submit anything to the Architect.

4.2.13  In line 1 of subparagraph 4.2.13, delete "Architect's" and substitute 
        "Owner's".

4.3.2   Delete subparagraph 4.3.2.

4.3.6   In lines 11 and 12, delete "the Architect" and insert "the Owner" in
        its place. In line 16, delete "the Architect" and inset "the Owner" in
        its place. In lines 19 and 20, delete "the Architect shall so notify
        the Owner" and insert in its place "the Owner shall so notify the". In 
        line 22, delete "the Architect" and insert "the Owner" in its place.
        Delete the last sentence of subparagraph 4.3.6. 

4.4     Delete subparagraph 4.4 and its subparts.

4.5.1   Insert in line 3 of subparagraph 4.5.1 after "the breach thereof" the
        following phrase: "if the amount in controversy of all Claims subject
        to arbitration is less than $100,000". Delete the last two sentences in 
        subparagraph 4.5.1. Add the following language at the end of 
        subparagraph 4.5.1:

        The Contractor and the Owner shall not be obligated to resolve by 
        arbitration any claims or disputes related to the contract which 
        cumulatively total in excess of $100,000.

4.5.2   In line 2 of subparagraph 4.5.2, delete "not resolved under Paragraph
        4.4".

4.5.4   Delete subparagraph 4.5.4 in its entirety and add the following in its
        place:

        All demands for arbitration and all answering statements thereto, which
        include any monetary claim, must contain a statement that the total 
        sum or value in controversy as alleged by the party making such  demand
        or answering statement is not more than $100,000 (exclusive of interest
        and arbitration fees and costs). The arbitrators will not have 
        jurisdiction, power or authority to consider or make findings (except
        in denial of their own

<PAGE>   16

          jurisdiction) concerning any controversy where the amount at issue is
          more than $100,000 (exclusive of interest and arbitration fees and
          costs) or to render a monetary award in response thereto against any
          party which totals more than $100,000 (exclusive of interest and
          arbitration fees and costs).

4.5.4.1   Delete subparagraph 4.5.4.1 in its entirety.

4.5.4.2   In lines 1, 2 and 3 of subparagraph 4.5.4.2, delete "the time limits
          specified in subparagraphs 4.5.1 and 4.5.4 and clause 4.5.4.1 as
          applicable, and in other cases."

4.5.5     Delete subparagraph 4.5.5 and insert in its place the following:

          The American Arbitration Association may join to any arbitration under
          this Agreement an entity not a party to this Agreement or other
          arbitrations, who has consented to such joinder, involving this
          Project is such joinder is necessary to a complete resolution of any
          common issues of law or fact. The award rendered by the arbitrators
          will be final, not subject to appeal, and judgment may be entered upon
          it in any court having jurisdiction thereof.

Article 5

5.2.1     In line 4 of subparagraph 5.2.1, delete the phrase "through the
          "Architect". In line 7, delete "the Architect" and insert in its place
          "the Owner".

Article 6

6.1       Add the following paragraph to the end of subparagraph 6.1:

          6.1.5  Owner will contract directly with separate contractors for the
          supply and installation of certain floor coverings, interior
          decorations and furniture. The Contractor shall be responsible to
          coordinate and direct separate contractors for any items purchased by
          Owner as if the Contractor were the original purchaser. All warranty
          work for the equipment provided by such separate contractors only
          shall be the responsibility of the Owner. All warranty work for the
          electrical, plumbing, and venting on any other required work by
          subcontractors to connect equipment to the building shall be the
          responsibility of Contractor and subcontractors.

<PAGE>   17
6.1.3   In line 1 of subparagraph 6.1.3, delete "the Owner" and substitute "the
        Contractor". Delete the second, third and fourth sentences of
        subparagraph 6.1.3. Insert the following at the end of subparagraph
        6.1.3: The Contractor shall prepare construction schedules to be used by
        the Contractor and separate contractors. 

6.2.2   In line 5 of subparagraph 6.2.2, delete "the Architect" and insert in
        its place "the Owner." 

6.3.1   In line 6 or subparagraph 6.3.1, delete "the Architect" and insert in
        its place "the Owner." 

Article 7

7.1.2   Delete all references to "Architect"

7.2.1   Delete the first three lines of subparagraph 7.2.1 and insert the
        following:

        A Change Order is a written instrument prepared by the Owner and signed 
        by the Owner and Contractor, stating their agreement upon all of the
        following:

7.3.1   In line 2 of subparagraph 7.3.1, delete both references to "Architect" 
        and insert in place of the first deletion "Owner".

7.3.4   In line 3 of subparagraph 7.3.4, delete "Architect" and insert "Owner".

7.3.6   In line 3 of subparagraph 7.3.6, delete "the Architect" and insert in
        its place "the Owner". 

7.3.7   In line 7, delete "Architect" and insert "Owner" in its place.

7.3.8   Delete subparagraph 7.3.8.

7.3.9   In line 2 of subparagraph 7.3.9, delete the "Architect" and insert "the
        Owner" in its place. 

7.4.1   In line 1, delete "the Architect" and insert "the Owner" in its place.

Article 8

8.1.3   In line 2 of 8.1.3, delete "Architect" and insert "Owner" in its place.

8.3.1   In line 8 of subparagraph 8.3.1, delete "the Architect" and insert "the
        Owner" in its place. In line 11 of subparagraph 8.3.1, delete "the
        Architect" and insert "the Owner" in its place. 
<PAGE>   18
Article 9

9.2.1   Delete all references to "the Architect" in this subparagraph and insert
        "the Owner" in their places. 

9.3.1   In line 2 of subparagraph 9.3.1, delete "the Architect" and insert "the
        Owner" in its place. In line 7 of subparagraph 9.3.1, delete "or
        Architect." Add the following clause to the end of the subparagraph
        9.3.1: 

        Each application for payment shall be accompanied by the following, all
        in form and substance satisfactory to the Owner: a current lien waiver
        from the Contractor and duly executed waivers of mechanic's and
        materialmen's liens from all subcontractors and, when appropriate, from
        materialmen and lower tier subcontractors establishing payment or
        satisfaction of payment of amounts requested by the contractor on behalf
        of such entities or persons. 

9.3.2   Insert the following sentence at the end of subparagraph 9.3.2:

        The Contractor shall submit, within 30 days after the date of
        commencement of the Work and thereafter as the Owner requires, schedules
        of materials and equipment for each category or subcontract for which
        application for payment under subparagraph 9.3.2 will be made, which
        schedules shall include items, quantities, value or unit prices with
        extensions and the month in which Application for Payment with respect
        thereto is expected to occur. Schedules shall be updated on a monthly
        basis and submitted as an attachment to the Contractor's Application for
        Payment. 

9.4.1   In line 1 of subparagraph 9.4.1, delete "Architect" and insert "Owner"
        in its place. In lines 2 and 3 of subparagraph 9.4.1, delete "to the
        Owner". In lines 3 and 4, delete "with a copy to the Contractor". In
        line 4 of subparagraph 9.4.1, delete "Architect" and insert "Owner" in
        its place. In lines 6 and 7 of subparagraph 9.4.1, delete "and Owner in
        writing of the Architect's" and insert "of the Owner's". 

9.4.2   Delete the first two sentences of subparagraph 9.4.2. In line 16, delete
        "the Architect" and insert "the Owner" in its place. 

9.5.1   In line 1 of subparagraph 9.5.1, delete "the Architect" and insert "the
        Owner." In line 4 of subparagraph 9.5.1, delete "Architect's" and insert
        "Owner's". In lines 5 and 7, delete "Architect" and substitute "Owner"
        in its places. In line 7, delete "and Owner". In line 8, delete
        "Architect" and substitute "Owner" in its place. In line 9, delete
        "Architect" and substitute "Owner" in  

<PAGE>   19

        its place. In line 11, delete "to the Owner." In lines  11 and 12,
        delete "Architect" and substitute "Owner" in its place. In line 16,
        delete "Architect's" and substitute "Owner's."

9.6.1   In line 1 of subparagraph 9.6.1, delete "Architect has issued" and
        insert "Contractor has submitted." In lines 3 and 4 of subparagraph
        9.6.1, delete "and shall so notify the Architect."

9.6.3   Delete subparagraph 9.6.3 in its entirety.

9.7.1   Delete subparagraph 9.7.1 and substitute in its place:

        If the Owner does not pay the Contractor within seven days after the 
        date established in the Contract Documents the amount certified, then
        the Contractor may, upon seven additional days' written notice to the
        Owner, stop the Work until payment of the amount owing has been 
        received.

9.8.2   In line 4 of subparagraph 9.8.2, insert "and Owner" after "Architect". 
        In line 9 of subparagraph 9.8.2, insert "or Owner" after "Architect". 
        In line 12 of subparagraph 9.8.2, insert "or Owner's" after
        "Architect's". In line 17 of subparagraph 9.8.2, insert "or Owner"
        after  "Architect". In line 18 of 9.8.2, insert "or Owner" after 
        "Architect". In line 20, insert "or Owner" after "Architect".

9.8.3   In line 3, insert "or Owner after "Architect".

9.9.1   In line 16 of subparagraph 9.9.1, insert "and Owner" after "Architect".
        At the end of 9.9.1, delete "or, if no agreement is reached, by
        decision of the Architect".
 
9.9.2   In line 2 of subparagraph 9.9.2, delete "and" and insert "and/or" in
        its place.

9.10.1  In line 3 of subparagraph 9.10.1, insert "or Owner" after "Architect".
        In line 4, insert, "or Owner" after "Architect". In line 6, insert "or
        Owner" after "Architect". In line 7, insert "or Owner's" after
        "Architect's". 

9.10.2  In line 3 of subparagraph 9.10.2, insert "or Owner" after "Architect".

9.10.3  In line 4, delete "and the Architect so confirms". In line 6, insert
        "or  Owner" after "Architect". In line 13 of subparagraph 9.10.3,
        insert "or Owner" after "Architect".

<PAGE>   20
Article 11

11.1.2  Subparagraph 11.1.2 shall be deleted in its entirety and replaced by 
        the following provisions:

        11.1.2  Insurance required of Contractor under subparagraph 11.1.1 
        shall be maintained at the following minimum limits:

        Commercial General Liability: Broad Form Comprehensive or Commercial
        General Liability Insurance written on an occurrence basis (including
        Premises/Operations Liability, Products and Completed Operations
        Liability Independent Contractors Liability, Contractual Liability,
        Broad Form Property Damage Liability, Personal Injury Liability and, if
        required by Owner, Explosion, Collapse and Underground Hazard 
        Liability) in the following amounts:

        $1,000,000    --    Per Occurrence
        $1,000,000    --    General Aggregate
        $1,000,000    --    Products/Completed Operations Aggregate

        The Completed Operations and Products Coverage shall be maintained in
        full force and effect for not less than two (2) years following the 
        date of completion of the Project.

        Business Automobile Liability:  Comprehensive Automobile Liability
        Insurance to cover owned, long-term leased, hired and non-owned
        automobiles (including medical payments and uninsured motorist
        coverages) in the minimum amount of $1,000,000 combined single limit.

        Workers Compensation and Employers Liability:
        Workers Compensation: Statutory Limits

        Employers Liability:

        $1,000,000 Each Accident   --   Bodily Injury by Accident
        $1,000,000 Policy Limit    --   Bodily Injury by Disease
        $1,000,000 Each Employee   --   Bodily Injury by Disease

        Excess Liability:  Bodily injury and Property damage - 
        Combined Single Limit:

        $2,000,000                 --   per occurrence
        $2,000,000                 --   aggregate

        If the Contractor fails to purchase and maintain any insurance required
        under this article, the Owner may, but shall not be obligated to, upon
        five (5) days' written notice to the Contractor, purchase such insurance

<PAGE>   21
        on behalf of the Contractor and shall be entitled to be reimbursed by 
        the Contractor promptly upon demand or deduct the amount of such 
        premiums from the Contract Sum.

        Add the following subparagraphs after subparagraph 11.1.3:

        11.1.4 Owner shall be named as additional insured on Contractor's
        Commercial General Liability Insurance and Excess Liability Insurance.

        11.1.5 All insurance required above shall be written by companies
        authorized to transact business in the State of Wyoming reasonably
        acceptable to Owner. Where applicable, the following shall apply: such
        insurance shall be primary insurance, noncontributing with any other
        insurance, noncontributing with any other insurance carried by owner of
        any other person working on the Project; such insurance shall provide 
        that the coverage thereunder shall not be affected by any act or 
        omission of Owner, any agent, employee or person acting on behalf of 
        Owner or any other person working on the Project; and Owner shall be 
        named as an additional insured thereunder.

11.3    Delete subparagraphs 11.3.1, 11.3.1.1, 11.3.1.2, 11.3.1.3, 11.3.1.4 and
        11.3.2 in their entirety.

11.4.1  Delete subparagraph 11.4.1 and substitute the following:

        The Contractor shall furnish a performance bond and a labor and material
        payment bond in form and substance satisfactory to the Owner. The
        performance bond and the labor and material bond shall each be in an
        amount equal to the contract sum. The bond shall be executed by a 
        responsible surety acceptable to the Owner and authorized to transact
        business in Wyoming.

Article 12

12.1.1  In line 2, delete "Architect's" and insert "Owner's." In line 4, delete
        "Architect" and "Architect's" and insert "Owner" and "Owner's" 
        respectively. In line 4, delete the words "Architect, be uncovered for
        the Architect's observation" and insert in their place "the Owner or
        any governmental agency, be uncovered for their observation."

12.1.2  In lines 2 and 3 of subparagraph 12.1.2, delete "Architect" and insert 
        "Owner" in both places.

12.2.1  In line 4, delete "Substantial Completion" and substitute in its place
        "final payment". In line 2 of subparagraph 12.2.1, delete "Architect"
        and insert "Owner."

<PAGE>   22

12.2.4  In line 6 of subparagraph 12.2.4, insert "or Owner" after "Architect".

Article 14

14.1.1  Delete .3, .4 and .5 in subparagraph 14.1.1.

14.1.2  In lines 2 and 3 of subparagraph 14.1.2, delete "and Architect."

14.1.3  In lines 9 and 10, delete "and the Architect."

14.2.2  In lines 1 through 3, delete "upon certification by Architect that 
        sufficient cause exists to justify such action".

<PAGE>   23

                                  EXHIBIT A

Exhibit B has been provided as a clarification of the extent of the work to be
performed under Article 2 of the contract.

Item 1: Duplexes and 4 Plexes
        The duplexes and 4 plexes shall be completed as per drawings by Robert
        Kubicek Architects and Associates of Phoenix, Arizona including all the
        change orders that were incorporated under Phase I of the Living Unit 
        Contract, including but not limited to the changes in the electrical
        fixtures the plumbing, changes made by the Forest Service for the 
        Flagg Ranch footings additional fiber mesh in the concrete etc.

Item 2: Infrastructure for the individual cabin units
        The contractor shall clear and grub all the units which will be clearly
        laid out and elevations provided by the Park Service. The contractor
        intends to build the cabin units to six inches above the existing 
        elevations he then will provide all sewer laterals, and connections to 
        Park Service provided mains. Water laterals and individual sewer
        laterals at each building in connection to the Park Service main, power
        transfer lines from the buildings to the transformers then connected at
        the individual building units. Transformers shall be provided and the 
        final connection shall be by others. Phone trench will be provided and
        conduit in the phone trench with the pull wire, phone system by others.
        The contractor will also provide the sidewalks as outlined by the 
        original submittal.

Item 3: Parking Lot 
        The contractor will provide the additional parking lot which includes
        approximately 12,000 s.f. which will include removal of the trees,
        clearing and grubbing six inches of the existing topsoil and then
        placing ten inches of engineered fill compacting and grading this
        material. Then the contractor will provide six inches of crushed gravel
        which will be placed and compacted and graded over the entire parking
        area. Along the southside of the parking area, the contractor will
        provide a walk which is five feet wide and four inches thick. There will
        be a bumper curb provided along this walk that is six inches  wide and
        eighteen inches deep. This will provide a restrictive bumper so that
        cars will not drive back to the living units. The Contractor will also
        provide one strategically placed cut out for handicap access to the new
        unit areas.

Item 4: The maintenance facility shall be approximately 2400 s.f. 30 x 80
        design. This building will be a pre-engineered metal building and
        inside provide office and storage areas
        
<PAGE>   24

        along with an utility and bathroom as outlined on the preliminary
        design. The building will be insulated and provided with three overhead
        doors and one man access door.

Item 5: The laundry building will be built and provided as per the design by
        Prestwich & Associates. This building will be a slab on grade framed
        building with log siding to match the existing four plex and duplex
        structures. This will be provided with an eight foot ceiling and all
        the stub outs will be provided in the concrete for owner installed
        laundry facility items, which will include the dryers and the washers
        and all the shelving. All these items are to be provided and installed
        by others.

<PAGE>   25

                           *** PROGRESS BILLING ***
                                  EXHIBIT B

Project Name    : FLAGG RANCH PHASE 2                   Report Number : BIDPRO
Project Number  : 73                                    Report Date   : 07/25/95
Period Covered  : From  07/25/95  To  07/25/95          Page          : 1

<TABLE>
<CAPTION>
                            SCHEDULED        PREVIOUS    WORK IN     STORED     TOTAL COMPLETE       %      BALANCE TO
ITEM  WORK DESCRIPTION        VALUE        APPLICATION    PLACE     MATERIAL      AND STORED      COMPLETE    FINISH     RETAINAGE
 A          B                   C               D           E           F              G                         H          I
----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                 <C>        <C>         <C>             <C>         <C>     <C>             <C>
001  DUPLEX UNITS 5 EACH          0.00          0.00       0.00        0.00            0.00        0.00          0.00      0.00
002  EARTHWORK                8,400.00          0.00       0.00        0.00            0.00        0.00      8,400.00      0.00
003  CONCRETE WORK           29,240.00          0.00       0.00        0.00            0.00        0.00     29,240.00      0.00
004  FRAMING LUMBER          48,891.00          0.00       0.00        0.00            0.00        0.00     48,891.00      0.00
005  FRAMING LABOR           17,975.00          0.00       0.00        0.00            0.00        0.00     17,975.00      0.00
006  LOG TRIM                 4,255.00          0.00       0.00        0.00            0.00        0.00      4,255.00      0.00
007  INSULATION               6,445.00          0.00       0.00        0.00            0.00        0.00      8,445.00      0.00
008  ROOFING                 11,625.00          0.00       0.00        0.00            0.00        0.00     11,625.00      0.00   
009  DOORS                    5,670.00          0.00       0.00        0.00            0.00        0.00      5,670.00      0.00
010  WINDOWS                  2,875.00          0.00       0.00        0.00            0.00        0.00      2,875.00      0.00
011  HARDWARE                 1,475.00          0.00       0.00        0.00            0.00        0.00      1,475.00      0.00
012  FINISH CARPENTRY         8,880.00          0.00       0.00        0.00            0.00        0.00      8,880.00      0.00
013  SPECIALTIES              4,035.00          0.00       0.00        0.00            0.00        0.00      4,035.00      0.00
014  DRYWALL                 12,250.00          0.00       0.00        0.00            0.00        0.00     12,250.00      0.00
015  PAINTING                 9,205.00          0.00       0.00        0.00            0.00        0.00      9,205.00      0.00
016  PLUMBING                27,955.00          0.00       0.00        0.00            0.00        0.00     27,955.00      0.00
017  MECHANICAL               1,795.00          0.00       0.00        0.00            0.00        0.00      1,795.00      0.00
018  ELECTRICAL              16,810.00          0.00       0.00        0.00            0.00        0.00     16,810.00      0.00
019  GENERAL CONDITIONS       6,699.00          0.00       0.00        0.00            0.00        0.00      6,699.00      0.00
020  CONTRACTORS MARKUP      14,425.00          0.00       0.00        0.00            0.00        0.00     14,425.00      0.00
021  EIGHT FOUR PLEX'S            0.00          0.00       0.00        0.00            0.00        0.00          0.00      0.00
022  EARTHWORK               19,248.00          0.00       0.00        0.00            0.00        0.00     19,248.00      0.00
023  CONCRETE                75,768.00          0.00       0.00        0.00            0.00        0.00     75,768.00      0.00
024  FRAMING LUMBER         136,951.00          0.00       0.00        0.00            0.00        0.00    136,951.00      0.00
025  FRAMING LABOR           60,740.00          0.00       0.00        0.00            0.00        0.00     60,740.00      0.00
026  LOG TRIMS                6,400.00          0.00       0.00        0.00            0.00        0.00      6,400.00      0.00
027  INSULATION              21,202.00          0.00       0.00        0.00            0.00        0.00     21,202.00      0.00
028  ROOFING                 22,780.00          0.00       0.00        0.00            0.00        0.00     22,780.00      0.00
029  DOORS                   15,960.00          0.00       0.00        0.00            0.00        0.00     15,960.00      0.00
030  WINDOWS                  9,562.00          0.00       0.00        0.00            0.00        0.00      9,562.00      0.00
031  HARDWARE                 4,800.00          0.00       0.00        0.00            0.00        0.00      4,800.00      0.00
032  FINISH CARPENTRY        26,056.00          0.00       0.00        0.00            0.00        0.00     26,056.00      0.00
033  SPECIALTIES             11,544.00          0.00       0.00        0.00            0.00        0.00     11,544.00      0.00
034  DRYWALL                 38,044.00          0.00       0.00        0.00            0.00        0.00     38,044.00      0.00
035  PAINTING                18,564.00          0.00       0.00        0.00            0.00        0.00     18,564.00      0.00
036  MECHANICAL               4,076.00          0.00       0.00        0.00            0.00        0.00      4,076.00      0.00
037  PLUMBING                75,376.00          0.00       0.00        0.00            0.00        0.00     75,376.00      0.00
038  ELECTRICAL              52,328.00          0.00       0.00        0.00            0.00        0.00     52,328.00      0.00
039  GENERAL CONDITIONS      15,556.00          0.00       0.00        0.00            0.00        0.00     15,556.00      0.00
040  CONTRACTORS MARKUP      31,500.00          0.00       0.00        0.00            0.00        0.00     31,500.00      0.00
041  PARKING LOT                  0.00          0.00       0.00        0.00            0.00        0.00          0.00      0.00
042  CLEAR AND GRUB           5,700.00          0.00       0.00        0.00            0.00        0.00      5,700.00      0.00
043  ENGINEERED FILL          9,125.00          0.00       0.00        0.00            0.00        0.00      9,125.00      0.00
044  CRUSH GRAVEL             6,944.00          0.00       0.00        0.00            0.00        0.00      6,944.00      0.00
045  THICKEN EDGE WALK        7,000.00          0.00       0.00        0.00            0.00        0.00      7,000.00      0.00
046  GENERAL CONDITIONS       1,000.00          0.00       0.00        0.00            0.00        0.00      1,000.00      0.00
047  CONTRACTORS MARKUP       1,481.00          0.00       0.00        0.00            0.00        0.00      1,481.00      0.00
048  INFRASTRUCTURE               0.00          0.00       0.00        0.00            0.00        0.00          0.00      0.00
049  CLEAR AND GRUB           8,500.00          0.00       0.00        0.00            0.00        0.00      8,500.00      0.00
----------------------------------------------------------------------------------------------------------------------------------
                            925,110.00          0.00       0.00        0.00            0.00        0.00    925,110.00      0.00
</TABLE>
<PAGE>   26
<TABLE>
<CAPTION>
                                                      *** PROGRESS BILLING ***


Project Name     : FLAGG RANCH PHASE 2                                                                  Report Number : BIDPRO
Project Number   : 73                                                                                   Report Date   : 07/25/95
Period Covered   : From 07/25/95 To 07/25/95                                                            Page          : 2


                              SCHEDULED  PREVIOUS     WORK IN    STORED     TOTAL COMPLETE       %         BALANCE TO 
ITEM  WORK DESCRIPTION          VALUE   APPLICATION    PLACE    MATERIAL      AND STORED      COMPLETE       FINISH      RETAINAGE
 A           B                    C          D           E         F              G                             H            I   
----------------------------------------------------------------------------------------------------------------------------------
<S>   <C>                     <C>          <C>          <C>       <C>           <C>             <C>        <C>             <C>

050   SEWER LINES             15,970.00    0.00         0.00      0.00          0.00            0.00       15,970.00       0.00
051   WATER LINES             26,751.00    0.00         0.00      0.00          0.00            0.00       26,751.00       0.00
052   POWER LINES              9,225.00    0.00         0.00      0.00          0.00            0.00        9,225.00       0.00
053   PHONE CONDUIT            8,500.00    0.00         0.00      0.00          0.00            0.00        8,500.00       0.00
054   GENERAL CONDITIONS       7,000.00    0.00         0.00      0.00          0.00            0.00        7,000.00       0.00
055   CONTRACTORS MARKUP       8,054.00    0.00         0.00      0.00          0.00            0.00        8,054.00       0.00
056   CONCRETE WALKS               0.00    0.00         0.00      0.00          0.00            0.00            0.00       0.00
057   CONCRETE WALKS          23,970.00    0.00         0.00      0.00          0.00            0.00       23,970.00       0.00
058   LAUNDRY BUILDING             0.00    0.00         0.00      0.00          0.00            0.00            0.00       0.00
059   EARTHWORK                1,500.00    0.00         0.00      0.00          0.00            0.00        1,500.00       0.00
060   CONCRETE                 7,225.00    0.00         0.00      0.00          0.00            0.00        7,225.00       0.00
061   FRAMING                 14,075.00    0.00         0.00      0.00          0.00            0.00       14,075.00       0.00
062   INSULATION               2,200.00    0.00         0.00      0.00          0.00            0.00        2,200.00       0.00
063   ROOFING                  2,850.00    0.00         0.00      0.00          0.00            0.00        2,850.00       0.00
064   DRYWALL                  4,050.00    0.00         0.00      0.00          0.00            0.00        4,050.00       0.00
065   PAINTING                 2,500.00    0.00         0.00      0.00          0.00            0.00        2,500.00       0.00
066   ELECTRICAL               5,800.00    0.00         0.00      0.00          0.00            0.00        5,800.00       0.00
067   PLUMBING                 5,500.00    0.00         0.00      0.00          0.00            0.00        5,500.00       0.00
068   ARCH. FEES               1,500.00    0.00         0.00      0.00          0.00            0.00        1,500.00       0.00
069   GENERAL CONDITIONS       1,500.00    0.00         0.00      0.00          0.00            0.00        1,500.00       0.00
070   CONTRACTORS MARKUP       4,450.00    0.00         0.00      0.00          0.00            0.00        4,450.00       0.00
071   MAINTENANCE FACILITY    96,293.00    0.00         0.00      0.00          0.00            0.00       96,293.00       0.00
072   BONDS                   16,448.00    0.00         0.00      0.00          0.00            0.00       16,448.00       0.00
073   BUILDERS RISK            4,850.00    0.00         0.00      0.00          0.00            0.00        4,850.00       0.00
074   LIABILITY INSURANCE      8,800.00    0.00         0.00      0.00          0.00            0.00        8,800.00       0.00
080   END OF LINE ITEMS            0.00    0.00         0.00      0.00          0.00            0.00            0.00       0.00
080   END OF LINE ITEMS            0.00    0.00         0.00      0.00          0.00            0.00            0.00       0.00
-------------------------------------------------------------------------------------------------------------------------------
                             279,011.00    0.00         0.00      0.00          0.00            0.00      279,011.00       0.00

JOB TOTALS                 1,204,121.00    0.00         0.00      0.00          0.00            0.00    1,204,121.00       0.00


</TABLE>


<PAGE>   27
                                   EXHIBIT C

Form A101

A.  Owner agrees to pay contractor 20% of any reduction in contract sum which
    benefits the owner at recommendation of the contractor, with the exception
    of the heating (mechanical) system. The remaining 80% reduction is credited
    to the owner. 
 
B.  The contractor shall submit with the monthly payment requests completed
    conditional lien waivers for his portion of the work and all sub-contractors
    work. The next month's billing shall have Unconditional Lien Waivers for the
    previous month's billing from the contractor and sub-contractors and shall
    continue through the final payment. The owner shall issue checks payable to
    the contractor. 

C.  The contractor warrants all material and workmanship for one year after
    final payment. 

D.  Contractor will provide property builder risk insurance including boiler and
    mechanical, for the contract amount of 1,204,121.00. The owner's usual
    liability insurance referenced in 11.2.1 provides the following coverage as
    listed below: 

    General Aggregate Limited (Other than products
    -- Completed Operations)                                       $2,000,000
    Products -- Completed Operations Aggregate Limit                2,000,000
    Personal and Advertising Injury Limit                           1,000,000
    Each Occurrence Limit                                           1,000,000
    Fire Damage Limit -- Any one fire                                  50,000
    Medical Expense Limit -- Any one person                             5,000
    Umbrella                                                        5,000,000

Owner is maintaining no other liability insurance.