EXHIBIT 10.5

                        AGREEMENT OF PURCHASE AND
                             SALE OF ASSETS

     This Agreement is made as of the____ day of  September 1997, between
International Health Network, LLC, ("IHN"), a Nevada Corporation and Tri-
National Development Corp. ("TND"), a Wyoming Corporation.

WHEREAS, "IHN" desires to purchase from "TND" and "TND" desires to sell to
"IHN", upon the terms and subject to the conditions of this Agreement, the
properties of "TND" described in Paragraph 1.01 in exchange for cash and
construction and management agreements from "IHN" described in Paragraph
1.02.  In consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties
agree as follows;

ARTICLE I - Purchase and Sale of Assets

     1.1  Sale of Assets
          The assets to be conveyed, transferred, signed, and delivered, as
          provided by this Agreement, shall, without limitation, include
          150 acres of the property, (see Exhibit A-Legal Description)
          known as Hills of Bajamar owned by Planificacion y Desarrollo
          Regional Jatay, S.A. de C.V., ("PDRJ") a Mexican Corporation,  a
          wholly-owned subsidiary of "TND", but does not include any other
          assets of  "TND" or ("PDRJ"). The 150 acres will transferred to
          "IHN" at a price of $25,000 per acre, for a total purchase price
          of $3,750,000. Additionally, "IHN" will be granted an option to
          acquire a contiguous 100 acres of the Hills of Bajamar Property
          at a price of $60,000 per acre. This option shall be in effect
          for a period of three years from the closing date of this
          agreement.

     1.02 Considerations

          As full payment for the transfer of the assets by "TND" to "IHN",
          "IHN" shall deliver at the closing, the following:

          (i)   Promissory Notes: "IHN" shall deliver  to "TND", at
                closing, Promissory Notes in the total amount of
                $3,750,000 with interest at 8% interest per annum and the
                subject property to remain in trust until fully paid. The
                price and terms for the property is based on recent 
                negotiations between the parties and is subject to Board
                of Director approvals. The promissory notes will be
                divided into six notes of $625,000 each with interest at
                8% per annum. The notes shall have due dates beginning
                with February 28, 1998 for the first $625,000 and each of
                the remaining five notes due every six months thereafter.

          (ii)  Construction and Management Agreements.  It is agreed that
                "IHN"' intends to proceed with the development of an
                integrated medical campus, similar to plans originally
                proposed by "TND". This medical campus is anticipated to
                include a medical school, an acute care hospital in
                association with a recognized U.S. provider, a medical
                merchandise mart, facilities for continuing medical
                education and housing for both students and faculty as
                well as employees. "IHN" shall execute construction and
                management agreements, dated as of the closing date, which
                will provide "TND" with a 10% management fee for the
                construction of all facilities to

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                be located on the 150 acres plus the 100 acres under
                option, as well as a 10% of the monthly square foot rental
                fee of all such facilities built on the subject property,
                as its management fee. This provision and all other
                aspects of this agreement and any amendments hereto or
                modifications hereof shall be binding upon the parties
                hereto and their respective heirs, successors and assigns.
                The agreement will also contain language that allows "TND"
                to review and pre-approve any usage for the property other
                than as a medical campus. The agreement will also provide
                and acknowledge that "IHN" reserves the exclusive right to
                develop any and all facilities and offices related to the
                medical industry on this site and the adjacent land, so
                long as "IHN" is not in default under this agreement.

          (iii) Closing: The closing is to take place on or before October
                31, 1997.

     1.03 Taxes

     "IHN" shall pay all taxes and fees, excluding "TND"s income taxes,
     arising out of the transfer of the assets.

ARTICLE 2 - Representations and Warranties of "TND"

     2.01 Warranties-"TND" represents and warrants that:

          (i)   Organization. "TND" is a corporation duly organized,
                validly existing, and in good standing under the laws of
                Wyoming, has all necessary corporate powers to own and
                sell its properties and carry on its business as now owned
                and operated by it and is in good standing in the State of
                Wyoming.

          (ii)  Title. "TND" through its wholly owned subsidiary is the
                owner, beneficially and of record, of all the assets
                identified or referred to in paragraph 1.01 which as of
                closing shall be free and clear of all liens,
                encumbrances, security agreements and any other
                restrictions.

     2.02 Absence of Changes. Since April 30, 1997, there has not been and
          will not at closing be any changes in the financial condition or
          operations of "TND", except changes in the ordinary course of 
          business, which changes have not in the aggregate  been
          materially adverse to "IHN"'s interests.

     2.03 Compliance With Laws

          "TND" represents that, to the best of its knowledge, it has
          complied with, and is not in violation of, any applicable
          federal, state or local statutes, laws or regulations, affecting
          the assets or operation of the business of "TND", both in Mexico
          and in the United States.

     2.04 No Breach or Violation

          The consummation of the transaction contemplated by this
          Agreement shall not result in or constitute any of the following;

          (i)   A breach of any term or provision of this agreement;

          (ii)  A default or event that, upon notice or lapse of time or
                both, would be a default, breach or violation of the
                Articles of Incorporation or Bylaws of "TND", or any
                lease, license, promissory note, contract, commitment or
                other agreement, instrument or arrangement to which "TND"
                is a party;

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          (iii) An event that would permit any party to terminate any
                agreement.

     2.06 Authority

     "TND" has the right, power, legal capacity and authority to enter into
     and perform its respective obligations under this Agreement, subject
     only to Board of Director approval, which should be secured prior to
     closing.

     2.07 Full Disclosure

     None of the representations and warranties made by "TND", hereunder,
     or on its behalf, contains or shall contain any untrue statement of
     material fact, or omits or shall omit any material fact the, omission
     of which would be misleading.

ARTICLE 3 - "IHN"'s Representations and Warranties

     3.1  "IHN" represents and warrants that: 

          (i)   Organization.  "IHN" is a corporation duly organized,
                validly existing, and in good standing under the laws of
                the State of Nevada, has all necessary corporate powers to
                own and sell its properties and carry on its business as
                now owned and operated by it and is in good standing in
                Nevada.

          (ii)  Pre-existing Relationship.   "IHN" has a pre-existing
                business relationship with "TND" of a nature and duration
                that has enabled it to evaluate the business and financial
                circumstances of "TND" and the risks and merits of this
                acquisition.

ARTICLE 4 - Obligations Before Closing

     4.01 "TND"'s Covenants

     "TND" covenants that from the date of this Agreement until the
     closing:

          (i)   Access to Information.  "IHN" and its representatives
                shall have, full access during all business hours to all
                properties, books, accounts, records, contracts, and
                documents of, or relating to the assets and property of
                "TND" being sold hereunder.

          (ii)  Conduct of Business.  "TND" shall carry on its business
                and activities diligently and in substantially the same
                manner as it previously has been carried on, and shall not
                institute or use any unusual or novel methods of
                manufacture, purchase, sale, lease, management, accounting
                or operation that shall vary materially from those methods
                used by "TND" as of the of this Agreement.

     4.02 Warranties at Closing

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     All representations and warranties of "IHN" and "TND" set forth in
     this Agreement, shall also be true and correct as of the closing date
     as if made on that date.

ARTICLE 5 - Conditions Precedent to "IHN"'s Performance

     5.01 Conditions

     The obligations of "IHN" to purchase the assets under this agreement
     are subject to the satisfaction, at or before the closing, of all the
     conditions set out below in this Article 5. "IHN" may waive any or all
     of these conditions in whole or in part without prior notice.

     2.2  Accuracy  of Representations

     Except as  otherwise set forth in this Agreement, all representations
     and warranties by "TND" in this Agreement shall be true on and as of
     the closing date as though made at  that time.

     5.03 Performance of "TND"

     "TND" shall have performed, satisfied and complied with all covenants,
     agreements and conditions required by this Agreement to be performed
     or complied with by it on or before the closing date.  During the
     period from execution of this Agreement by both parties to the closing
     date, there shall not have been any material adverse change in the
     financial condition or the results of operations of "TND" and "TND"
     shall  not have sustained any material loss or damage to its assets,
     whether or not insured, that materially affects its ability to conduct
     a material part of its business.

     5.04 Absence of Litigation

     No action, suit or proceeding before any court or any governmental
     body or authority, pertaining to the transaction contemplated by this
     Agreement, shall have been instituted or threatened on or before the
     closing date,

     5.05 Consents
          --------

     All necessary agreements and consents to the consummation of the
     transaction contemplated by this Agreement, if any, shall have been
     obtained by "TND" and delivered to "IHN" at or before closing. 
     Further this agreement shall be subject to approval of "TND"'s outside
     legal and tax counsel prior to closing.


ARTICLE 6 - Conditions Precedent to "TND"'s Performance

     6.01 Conditions.

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     The obligations of "TND" to sell and transfer the assets under this
     Agreement are subject to the satisfaction, at or before the closing,
     of all the following conditions in this Article 6.

     6.02 Accuracy of Representations.
     Except as otherwise set forth in this Agreement, all representations
     and warranties by "IHN" in this Agreement shall be true on and as of
     the closing date as though made at that time.

     6.3  "IHN"'s Warranties.

     All representations and warranties by "IHN" contained in this
     Agreement shall be true on and as of the closing date as though such
     representations and warranties were made on and as of that date.

     6.4  Absence of Litigation.

     No action, suit or proceeding before or any governmental body or
     authority, pertaining to the transaction contemplated by this
     Agreement, shall have been instituted or threatened on or before the
     closing date.

     6.05 "IHN"'s Performance

     "IHN" shall have performed and complied with all covenants and
     agreements, satisfied all conditions required by this Agreement to
     perform, comply with, or satisfy, before or after closing.

     6.05.1 " - "IHN"s Promissory Notes presented pursuant to this
     agreement shall be equal to the purchase price. "IHN" may at it's sole
     option redeem all the Promissory Notes with out penalty in exchange
     for a total payment of $3,750,000 plus appropriate interest at any
     time that has sufficient cash to do so, which payment would represent
     the original purchase price. In the event of bankruptcy, receivership
     or insolvency by "IHN", "TND" shall succeed to "IHN"s rights and or
     position in the 150 acres and or any subsequent contracts that "IHN"
     may have entered into for the development of the property, at "TND"s
     option.

     6.06 Consents
          --------
     All necessary agreements and consents to the consummation of the
     transaction contemplated by this Agreement, if any, shall have been
     obtained by "TND" and delivered to "IHN" at or before closing.
     Further, this agreement shall be subject to the approval of "IHN"s
     outside legal and tax counsel prior to closing.

ARTICLE 7 - The Closing

     7.01 Closing

     The closing of the purchase and sale described herein shall take place
     on or before October 31, 1997 at 10:00 A.M. Pacific Time, at the
     offices of "TND" 480 Camino del Rio South, San Diego, California or at
     another time and place agreeable to the parties.


     7.02 "TND"'s Obligations

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     At the, closing, "TND" shall deliver or cause to be delivered to
     "IHN":

     i)   Instruments of placement of all assets or other property of "TND"
     being acquired hereunder by "IHN"into an escrow, with title being
     available subject only to receipt by "TND" of full payment pursuant to
     this agreement.

     7.03 "IHN"'s Obligations

     "IHN" shall  execute and deliver to "TND":
     (i)  Promissory Notes described in paragraph 1.02 (i) in a form
          acceptable to "TND".
     (ii) Construction and Management agreements as identified in Paragraph
          1.02 (ii).


Article 8 - Costs

     8.01 Broker

     Each of the parties represents and warrants that they have dealt no
     outside broker as a broker or finder in connection with the
     transactions contemplated by this Agreement, and, insofar as it knows,
     no broker or other person is entitled to any commission or finder's
     fee in connection with any of these transactions. Each party agrees
     that it will be responsible for it's own commission arrangements.

     8.02 Expenses

     Each of the parties shall pay all costs and expenses incurred or to be
     incurred by it in negotiation and preparation of this Agreement and in
     closing and carrying out the transactions contemplated by this
     Agreement.

ARTICLE 9 - Form of Agreement

     9.01 Headings

     The subject Headings of the paragraphs and subparagraphs of this
     Agreement are included for purposes of convenience only, and shall not
     affect the construction or interpretation of any of its provisions.

     9.02 Modification and Waiver

     This Agreement constitutes the agreement between the parties
     pertaining to the subject matter contained in it and supersedes all
     prior and contemporaneous agreements, representations, and
     understandings of the parties. No supplement, modification, or
     amendment of this Agreement shall be binding unless executed in
     writing by all the parties.  No waiver of any of the provisions of
     this Agreement shall be deemed, or shall constitute, a Waiver of any
     other provisions, whether or not similar, nor shall any Waiver
     constitute a continuing waiver.  No waiver shall be binding unless
     executed in writing by the party making the waiver.

     9.03  This Agreement may be executed simultaneously in one or more
     counterparts, each of which shall be deemed an original, but all of
     which together shall constitute one and the same instrument.

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ARTICLE 10 - Parties

     10.01      Rights of Parties

     Nothing in this Agreement, whether express or implied, is intended to
     confer any rights or remedies under or by reason of this Agreement on
     any persons other than the parties to it and their respective
     successors and assigns, nor is anything in this Agreement intended to
     relieve or discharge the obligation or liability of any third persons
     to any party to this agreement, nor shall any provision give any third
     persons any right of subrogation or action over or against any party
     to this Agreement.

     10.02      Assignment

     This Agreement shall be binding on, and shall inure to the benefit of
     the parties to it and their respective heirs, legal representatives,
     successors, and assigns; provided, however, "IHN" may not assign any
     of its rights under it, except to a wholly owned subsidiary
     corporation of the "IHN".  No such assignment by "IHN" to its wholly
     owned subsidiary shall relieve "IHN" of any of its obligations or
     duties under this Agreement.

ARTICLE 11 - Remedies

     11.01      Arbitration

     Any controversy or claim arising out of or relating to this Agreement,
     or the making, performance, or interpretation thereof, shall be
     settled by arbitration in San Diego, California in accordance with the
     Rules of the American Arbitration Association then existing, and
     judgment on the arbitration award may be entered in any court having
     jurisdiction over the subject matter of the controversy.

     11-02      Time is of the Essence
     Time is of the essence as to this agreement.

ARTICLE 12 - Nature and Survival of Representations and Obligations

     12.01      Effect of Closing

     All representations, warranties, covenants, and agreements of the
     parties contained in this Agreement, or in any instrument,
     certificate, opinion or other writing provided for in it, shall.
     survive the closing.

ARTICLE 13 - Notices

     All notices, requests, demands and other communications under this
     Agreement shall be in  writing and shall  be deemed to have been duly
     given on the date of service if served personally on the party to whom
     notice is to be given, or on the third day after mailing if mailed to
     the party to whom notice is to be given, by first class mail,
     registered or certified, postage prepaid, and properly addressed as
     follows:

To "IHN" at:                  Att: Mr. _______________________
                              International Health Network, LLC 
                              ____________________________ 
                              Las Vegas, Nevada  ____________ 

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To "TND" at:                  Att: Mr. Michael Sunstein
                              480 Camino del Rio South #140
                              San Diego, California 92108

Any party may change its address for purposes of this paragraph by giving
the other party written notice of the new address in the manner set forth
above.

ARTICLE 14 - Governing Law

     This Agreement shall be construed in accordance with, and governed by,
     the laws of the State of California.

IN WITNESS WHEREOF,  the parties to this Agreement have duly executed it on
the day and year first above written.

"IHN":
          International Health Network, LLC

          by___________________________________

"TND":

          Tri-National Development Corp.

          by____________________________________

            Michael A. Sunstein, President & CEO