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                                                                  EXHIBIT 10.104

                              December 19, 1997


Ira C. Norris
Chairman and CEO
Inco Homes Corporation
Suite 200
1282 West Arrow Highway
Upland, CA. 91786

Re:  Agreement and Escrow Instructions
     Palmdale Vistas Housing Developments / Investments

Dear Ira:

Palmdale Vistas Housing Developments ("Developments") of which Inco Developments
Corporation (or its successor) ("Inco Developments") is its sole general partner
and Palmdale Vistas Housing Investments ("Investments"), the sole limited
partner of Developments, of which Thomas E. Gibbs, Jr. is its sole general
partner, have all agreed to liquidate and distribute assets as appropriate and
to dissolve. This letter agreement ("Agreement") shall document the agreement
among Developments, Inco Developments and Investments with respect to such
dissolution and shall be the escrow instructions for the escrow agent ("Escrow
Agent") who executes a copy of this agreement and thereby agrees to conduct the
escrow ("Escrow") for such dissolution.

Inco Developments, Developments and Investments shall deposit with the Escrow
Agent three (8) signed copies of this Agreement. The Escrow Agent shall sign and
return one fully executed copy to each of Developments, Inco Developments and
Investments.

All of the following conditions must be satisfied as conditions precedent to the
close of the Escrow:

     (a) Fidelity National Title Company ("Title Company") shall deliver to
Investments a CLTA owners title insurance policy with liability in the amount of
$500,000 subject only to those exceptions as set forth in that certain
Preliminary Title Report issued by the Title Company dated June 9, 1997, File
10149-PM ("Title Policy") showing that Investments is the fee owner of that
certain 17 +/- acre parcel of unimproved real property, the legal description of
which is attached as Exhibit A ("Real Property"), except that the Real Property
shall be lien free with all real estate taxes paid.

     (b) Developments is the named insured and fee owner of the real property
described on Exhibit B attached hereto (the "Residential Property" under that
certain _____ owner's policy of title insurance no. ___________ dated ______ 19
                                                                             --
and issued by __________________ (the "Owner's Policy"). As part of the
liquidation and dissolution of Developments, the Residential Property will be
distributed to Inco Developments. _______________ Title Company shall deliver a
OLTA form 107.10 endorsement naming Inco Developments as a named insured under
the Owners Policy and such other endorsement that affirms the effectiveness of
the Owner's Policy with respect to the Residential Property notwithstanding that
the Real Property has been distributed to Investments (the "Endorsements").

     (c) Escrow Agent shall be holding in Escrow all documents and ftinds
necessary to close the Escrow a provided hereunder.

Developments shall deliver to the Escrow Agent the following to be delivered
through the Escrow:

     (a) A duly executed Grant Deed to the Real Property in favor of Investments
in recordable form ("Grant Deed").

     (b) A duly executed Grant Deed to the Residential Property in favor of Inco
Developments in recordable form ("Inco Grant Deed").

     (c) A duly executed LP-3 and LP-4 which indicates that Developments is
liquidated and dissolved.
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     (d) Funds in the lawful money of the United States in an amount necessary
to comply with the terms of this Agreement and close the Escrow.

     (e) A duly executed Mutual Release in the form attached hereto is Exhibit O
("Mutual Release").

     (f) Such other documents or monies as the Escrow Agent or Title Company may
require to consummate the transaction contemplated by this Escrow.


     Investments shall deliver to the Escrow Agent the following to be delivered
through Escrow:

     (a)  A Duly executed Mutual Release.

     (b) Such other documents as the Escrow Agent or Title Company may require
to consummate the transaction contemplated by this Escrow.

     Inco Developments shall deliver to Escrow Agent the following to be
delivered through Escrow:

     (a)  A duly executed Mutual Release

     (b) Such other documents as the Escrow Agent or ___________ Title Company
may require to consummate the transactions contemplated by this Escrow.

     Escrow Agent shall close the Escrow as soon as the Escrow Agent can comply
with all of the terms of this Agreement.

     At the close of the Escrow, the Escrow Agent shall:

     (a) Pay all real estate taxes due and payable (including the installment
due on December 10, 1997) on the Real Property, including all penalties and
interest. Following such payment, the Real Property shall not have any real
estate taxes assessed against it for which payment is currently due.

     (b) Record such deeds of reconveyance and take all other action required
remove all encumbrances recorded against the Red Property.

     (c) Record the Grant Deed and the Inco Grant Deed in the office of the
County Recorder of Los Angeles County.

     (d) File the LP-3 and LP-4 in the office of the California Secretary of
State.

     (e) Deliver one fully executed copy of the Mutual Release to Developments,
Inco Developments and Investments.

     (f) Cause the Title Company to deliver the Title Policy to Investments.

     (g) Cause __________ Title Company to issue the Endorsements, and deliver
the Endorsements and the Owner's Policy to Inco Developments.


     All costs, fees and expenses, including all recording fees, documentary
transfer taxes, title insurance premium for the Title Policy, escrow fees and
the like pertaining to this transaction shall be paid solely by Developments.
Investments shall incur no costs or fees with respect to these transactions.

     By signing this document on behalf of Inco Developments, Ira C. Norris
hereby represents and warrants to Investments that he has obtained all requisite
corporate authorizations and approvals required under Inco Developments'
governing documents and by law in order to dissolve Developments and to
consummate the transactions decribed in this Agreement.
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     By signing this document on behalf of Investments, Thomas E. Gibbs, Jr.
hereby represents and warrants to Inco Developments that he has obtained all
requisite authorizations and approvals required under Investments' governing
documents and by law in order to dissolve Developments and to consummate the
transactions described in the Agreement.

     If any controversy, claim or action is brought between or among the parties
with respect to or arising out of this Agreement, the prevailing part shall be
entitled, in addition to all expenses, costs or damages, to reasonable
attorneys' fees, whether or not such controversy, claim or action is litigated
or prosecuted to judgement.

     This Agreement represents the entire understanding among the parties with
respect to the subject matter hereof and superseded all other prior oral or
written agreements. This Agreement may only be modified by a written instrument
signed by all parties.

     If the forgoing is acceptable to you, please sign three copies of this
letter and deliver all three copies to the Escrow Agent.


                              Palmdale Vistas Housing Investments,
                              a California limited partnership


                              By:
                                 -----------------------------------
                                     Thomas E. Gibbs, Jr.
                                     General Partner


     Palmdale Vistas Housing Investments and Inco Development Corporation hereby
accepts and agrees to all of the terms and conditions set forth in the foregoing
Agreement.


                              Palmdale Vistas Housing Developments,
                              a California limited partnership
                                 By  Inco Development Corporation,
                                     A California corporation
                                     General Partner



                              By:
                                 -------------------------------------
                                     Ira C. Norris

                              Inco Developments Corporation,
                              A California corporation


                              By:
                                 -------------------------------------
                                     Ira C. Norris, CEO


__________________  hereby agrees to act as the Escrow Agent for this
transaction in accordance with the foregoing Agreement.




                                 -------------------------------------
                                 By
                                   -----------------------------------

                                   ("Escrow Agent")
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                                   EXHIBIT C

                               PALMDALE HOUSING
                                MUTUAL RELEASE
                                --------------


IN CONSIDERATION OF the execution by PALMDALE VISTAS HOUSING DEVELOPMENTS,  a
California limited partnership ("Developments" herein), and the delivery and
recordation in the Office of the Los Angeles County Recorder of (i) the Grant
Deed, in the form attached hereto as Exhibit A, in favor of PALMDALE VISTAS
HOUSING INVESTMENTS, a California limited partnership ("Investments" herein) to
approximately Seventeen (17) acres of undeveloped, commercially zoned real
property in Palmdale, California, which property is free of all taxes, liens,
and encumbrances, and (ii) the Grand deed, in the form attached hereto as
Exhibit B, in favor of INCO DEVELOPMENTS CORPORATION, a California corporation
("Inco Developments" herein) to approximately _____ acres of undeveloped,
residentially zoned real property in Palmdale, California, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to concurrently
herewith dissolve and terminate Developments.


In addition, Developments for itself and its respective partners, successors and
assigns, Inco Developments for itself and its respective successors and assigns,
and Investments for itself and its respective partners, successors and assigns,
each hereby releases, forgives and discharges the other and all members and
entities thereof, from any and all manner of claims, demands, equity interests
in, debts or other obligations due from, actions and causes of action, at law or
in equity, known or unknown, suspected or unsuspected, which they or anyone of
them have has, now have, or may, shall or can hereafter ever have against all
other, or any one of them for any matter arising from the beginning of time to
the date hereof.  This is a general release.  Accordingly, each party hereto
hereby waives the provisions of Section 1542 of the California Civil Code which
provides the following:


     "Civil Code Section 1542.  A general release does not extend to claims
     which the creditor does not know or suspect to exist in his favor at the
     time of executing the release, which if known by him, must have materially
     affected his settlement with the debtor."


If any controversy, claim or action is brought between or amount the parties
with respect to or arising out of this Agreement, the prevailing part shall be
entitled, in addition to all expenses, costs or damages, to reasonable
attorneys' fees, whether or not such controversy, claim or action is litigated
or prosecuted to judgment.

     IN WITNESS WHEREOF, the parties here to have executed and delivered this
Mutual Release as of this _____ day of December 1997.

Palmdale Vistas Housing Developments,   Palmdale Vistas Housing Investments,
a California limited partnership        a California limited partnership
 By Inco Developments Corporation,
     A California corporation
     General Partner                    By _____________________________________
                                           Thomas E. Gibbs, Jr., General Partner


By _________________________________    Inco Developments Corporation,
     Ira C. Norris                      a California corporation
     CEO of Inco Developments
     Corporation

                                        By _____________________________________
                                             Ira C. Norris
                                             CEO of Inco Development Corporation