PURCHASE AND SALE AGREEMENT
                          AND JOINT ESCROW INSTRUCTIONS
                          -----------------------------


     THIS  PURCHASE  AND  SALE  AGREEMENT  AND  JOINT  ESCROW INSTRUCTIONS (THIS
"AGREEMENT") is made and entered into as of May 25, 2000 (THE "EXECUTION DATE"),
----------                                                     ---------------
by  and  between  NEVADA  DIVERSIFIED  EQUITY,  LLC,  A NEVADA LIMITED LIABILITY
COMPANY  ("BUYER"),  and  DIAMOND  KEY  HOMES,  INC.,  AN  ARIZONA  CORPORATION
           -----
("SELLER"), for the purpose of setting forth the agreement of the parties and to
provide instructions to Title Guaranty Agency of Arizona, Inc. ("ESCROW AGENT"),
                                                                 ------------
with  respect  to  the  transaction  contemplated  by  this  Agreement.



                                    RECITALS
                                    --------


     A.     Seller is the owner of the following 188 residential lots located in
Tucson,  Pima  County,  Arizona  (COLLECTIVELY,  THE  "LOTS"):

          (i)  Fifty-Five  (55)  vacant  lots known as Lots 1, 2, 3, 7-34,  127,
               128,  132  138, 171, 173, 174, 176, 177, 178, 182, 183, 187, 188,
               191, 192, 193, 234 and 236 (THE "CASTLE ROCK VACANT Lots") within
                                                -----------------------
               the  subdivision  known  as  Castle  Rock  according  to the plat
               recorded in Book 41 of Maps,  Page 1, in the Official  Records of
               Pima County, Arizona ("CASTLE ROCK");

          (ii) Twenty-seven (27) lots known as Lots 4, 5, 6, 155, 156, 161, 162,
               163,  164, 167, 168, 169, 170, 172, 175, 179, 180, 184, 189, 190,
               194,  208,  225,  227,  230, 233 and 237 within  Castle Rock (THE
               "CASTLE ROCK SOLD LOTS") together with all  improvements  thereon
                       --------------
               consisting of partially completed pre-sold homes;

          (iii)The six (6) lots known as Lots 181,  200,  221,  226, 228 and 232
               within  Castle  Rock  together  with  all  improvements   thereon
               consisting  of partially  completed  spec homes (THE "CASTLE ROCK
                                                                     -----------
               SPEC LOTS");
               ---------

          (iv) Two (2) vacant  lots known as Lots 16 and 24 (THE  "COPPER  CREEK
                                                                   -------------
               VACANT LOTS") at the  subdivision  known as Diamond Key at Copper
               -----------
               Creek according to the plat recorded in Book 50 of Maps, Page 13,
               in the Official Records of Pima County, Arizona ("COPPER CREEK");
                                                                 ------------

          (v)  Twenty-One  (21)  lots known as Lots 1-8,  10, 11,  13-15, 17-20,
               26, 27, 39 and 52 within  Copper  Creek (THE  "COPPER  CREEK SOLD
                                                              ------------------
               LOTS")  together  with all  improvements  thereon  consisting  of
               ----
               partially completed pre-sold homes;

          (vi) Two (2) lots known as Lots 51 and 53 within Copper Creek together
               with all improvements  thereon consisting of partially  completed
               spec homes (THE "COPPER CREEK SPEC LOTS");
                                ----------------------

          (vii)Eighteen  (18)  vacant lots known as Lots 41, 43, 44, 48, 49, 54,
               55, 56, 57, 58, 61, 89 and 91-96 (THE "DESERT VISTA VACANT LOTS")
                                                      ------------------------
               within the  subdivision  known as Desert  Vista  according to the
               plat  recorded  in Book 47 of  Maps,  Page  89,  in the  Official
               Records of Pima County, Arizona ("DESERT VISTA");
                                                 ------------

          (viii) Seven (7) lots  known as Lots 52,  53,  59,  60, 62, 97 and 102
               within Desert Vista (THE "DESERT VISTA SOLD LOTS")  together with
                                         ----------------------
               all  improvements   thereon  consisting  of  partially  completed
               pre-sold homes;

          (ix) Three (3) lots  known as Lot 42, 90 and 98  within  Desert  Vista
               together with all  improvements  thereon  consisting of partially
               completed spec homes (THE "DESERT VISTA SPEC LOT");
                                          ---------------------

          (x)  Two  (2)  vacant  lots  known  as Lots 4 and 5 (THE  "RITA  RANCH
                                                                     -----------
               VACANT LOTS")  within  the  subdivision   known  as  Castle  Rock
               -----------
               according  to the plat for Block "A" at Hacienda del Oro recorded
               in Book 50 of Maps,  Page 10,  in the  Official  Records  of Pima
               County, Arizona, as amended by a Declaration of Scrivener's Error
               recorded in Docket  10686,  Page 333, of the Official  Records of
               Pima County, Arizona ("RITA RANCH");
                                      ----------

          (xi) Forty-Three  (43) lots  known as Lots 1, 2, 3, 6, 10, 27, 28, 32,
               36-51,  53,  55, 56, 57, 60, 61, 63, 64, 65, 67, 68, 69 and 70-76
               within Rita Ranch (THE "RITA RANCH SOLD LOTS")  together with all
                                       --------------------
               improvements  thereon consisting of partially  completed pre-sold
               homes;


                                        1
<PAGE>
          (xii)Two (2) lots known as Lots 78 and 62 within  Rita Ranch  together
               with all improvements  thereon consisting of partially  completed
               spec homes (THE "RITA RANCH SPEC LOTS");
                                --------------------

     The  Castle  Rock,  Copper  Creek, Desert Vista and Rita Ranch subdivisions
shall,  collectively,  be  referred to herein as the "PROJECTS". The Castle Rock
                                                      --------
Vacant  Lots, the Copper Creek Vacant Lots, the Desert Vista Vacant Lots and the
Rita Ranch Vacant Lots shall, collectively, be referred to herein as the "VACANT
                                                                          ------
LOTS".  The  Castle Rack Sold Lots, the Copper Creek Sold Lots, the Desert Vista
----
Sold  Lots and the Rita Ranch Sold Lots, together with any other Vacant Lots and
Spec  Lots  which Seller, prior to the Closing (as defined below) enters into an
agreement  to sell such lots to third-party home buyers, shall, collectively, be
referred  to  herein  as  the "SOLD LOTS". The Castle Rock Spec Lots, the Copper
                               ---------
Creek  Spec  Lots, the Desert Vista Spec Lot and the Rita Ranch Spec Lots shall,
collectively,  be  referred to herein as the "SPEC LOTS". The Spec Lots together
                                              ----
with the Sold Lots shall, collectively, be referred to herein as the "LOTS UNDER
                                                                      ----------
CONSTRUCTION".  The  Lots  together  with  the  "Personal  Property"  and  the
------------
"Intangible Property" (each as hereinafter defined) are sometimes, collectively,
referred  to  herein as the "PROPERTY". The parties acknowledge that between the
Execution  Date  and  the Closing Date (as defined below) Seller may, subject to
the  limitations  set forth in Section 8.20 below, enter into Sales Contracts to
sell  certain  of  the  Vacant Lots and Spec Lots to third party home buyers, in
which  case such Lots shall thereafter be referred to herein as "Sold Lots". The
parties  further  acknowledge  that  between  the Execution Date and the Closing
Date,  it  is  possible that a Sold Lot may be cancelled by a Sold Lot Buyer, in
which event such Lot shall thereafter be referred to herein as a Vacant Lot or a
Spec  Lot,  as  the  case  may  be.

     B.  Seller  desires to sell, transfer and convey the Property to Buyer, and
Buyer desires to purchase and acquire the Property from Seller, upon and subject
to  the  terms  and  conditions  set  forth  in  this  Agreement.

                                    AGREEMENT
                                    ---------

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




1.   PURCHASE  AND  SALE.
     -------------------

Subject  to  all of the terms and conditions of this Agreement, Seller agrees to
sell,  transfer  and  convey  to Buyer, and Buyer agrees to purchase and acquire
from  Seller,  good and marketable fee simple interest in the Property, upon and
subject  to  the  terms  and  conditions  set  forth  herein.

2.   DESCRIPTION  OF  PROPERTY.
     -------------------------

     2.1  The  Improvements.  As used herein, the term "IMPROVEMENTS" shall mean
          -----------------                             ------------
all  homes, buildings, improvements, landscaping, structures and fixtures now or
hereafter  located  on  the  Lots.

     2.2 The Real Property. As used herein, the term "REAL PROPERTY" shall mean,
         -----------------                            -------------
collectively, all of Seller's right, title and interest in and to: (a) the Lots;
(b) the Improvements; (c) all apparatus, equipment and appliances affixed to and
used in connection with the operation or occupancy of the Lots and/or any of the
Improvements;  and  (d)  all  rights, privileges and easements appurtenant to or
used  in  connection  with  the  Lots and/or any of the Improvements, including,
without limitation, all minerals, oil, gas and other hydrocarbon substances, all
development  rights, air rights, water, water rights and water stock relating to
the  Lots,  all streets, alleys, easements, rights-of-way, public ways and other
rights  of  Seller  appurtenant,  adjacent  or  connected  to  the  Lots.

     2.3  The  Personal  Property.  As used herein, the term "PERSONAL PROPERTY"
          -----------------------                             -----------------
shall  mean  (a)  all  furniture,  appliances, telephones, computers, equipment,
rugs,  artwork,  decorator  items,  supplies  and  other  personalty of any kind
contained  in  or used in connection with the "Models" (as defined below) and/or
the  sales  offices  for  the Projects to the extent owned by Seller (THE "MODEL
                                                                           -----
FURNISHINGS");  (b)  any construction trailers for the Projects owned by Seller,
-----------
if  any;  (c)  all  brochures,  pamphlets,  supplies,  marketing  materials  and
information  and  all  salesperson  files  relating  to the Projects; (d) all of
Seller's  right,  title  and  interest  in  and  to  any other tangible personal
property,  furnishings, equipment and supplies situated on or used in connection
with  the  Lots,  the  Models  or  the  Projects; with such Personal Property to
include,  without  limitation, all of the personal property described on Exhibit
                                                                         -------
"A-1"  attached  hereto; and (e) the furniture, fixtures, equipment, appliances,
----
computers,  telephones  and  other  personalty  owned  by  Seller and located at
Seller's  Tucson  office  located  at  6740  N.  Oracle Road, Suite 151, Tucson,
Arizona 85704, including, but not limited to, the personal property described on
Exhibit  "A-2" attached  hereto.
-------------


                                        2
<PAGE>
     2.4 The Intangible Property. As used herein, the term "INTANGIBLE PROPERTY"
         -----------------------                            -------------------
shall  mean  all  of Seller's right, title and interest in and to the intangible
property  owned  by  Seller  or  used by Seller in connection with the Lots, the
Models  (as defined below) or any other part of the Projects and/or the Personal
Property,  including,  without  limitation,  (a)  a separate Purchase Agreement,
Escrow  Instructions and Receipt for each of the Sold Lots (including any Vacant
Lots  and  Spec  Lots  which  Seller, between the Execution Date and the Closing
Date,  enters  into a contract to sell to third-party home buyers) together with
any  existing  addendums  and  amendments  thereto  by  and  between  Seller and
third-party  home  buyers  of  the  Sold  Lots  (EACH  A  "SOLD  LOT BUYER" AND,
                                                           ---------------
COLLECTIVELY,  THE  "SOLD  LOT BUYERS") together with all plot plans, documents,
                     ----------------
materials  and  information  of any kind provided to or executed by the Sold Lot
Buyers  and  all  earnest  money deposits and other payments and deposits of any
kind  paid  prior  to  the Closing by the Sold Lot Buyers pursuant to such sales
contracts  (COLLECTIVELY, THE "SALES CONTRACTS"); (b) all of the lessees' rights
                               ---------------
under  the  lease agreements described on Exhibit "B" to this Agreement relating
                                          -----------
to  the  model  homes  within the Projects (THE "MODEL LEASES") relating to Lots
                                                 ------------
129,  130  and 131 at Castle Rock, Lots 21, 22 and 23 at Copper Creek, Lot 42 at
Desert Vista and Lots 7, 8 and 9 at Rita Ranch together with the model homes and
improvements constructed thereon (COLLECTIVELY, THE "MODELS"), subject, however,
to  the  provisions  contained  within  Section  2.5  below;  (c)  the contracts
identified  on  Exhibit  "C"  attached  hereto  (COLLECTIVELY, THE "CONSTRUCTION
                ------------                                        ------------
CONTRACTS")  which  Seller  represents to be all of the contracts between Seller
---------
and  all  contractors,  subcontractors, materialmen, suppliers and professionals
regarding  the Lots and which Seller represents to include all work necessary to
complete  construction  of  all  homes  and  improvements  on  the  Lots  Under
Construction;(d)  all architectural, engineering and other plans, specifications
and  drawings and all modifications thereto for all homes heretofore offered for
sale  by Seller within the Projects and all architectural, engineering and other
plans,  specifications  and  drawings  necessary  to  construct  the  homes  and
improvements  heretofore  constructed  within  the Projects as well as any homes
which  are  in  the  process  of  being  constructed or which are proposed to be
constructed  on  any  of  the  Lots  (COLLECTIVELY, THE "PLANS"); (e) all books,
records,  files (including salesperson files), documents, reports, test results,
environmental  assessments,  engineering reports, as-built plans, specifications
and  other  similar  documents  and  materials  relating  to the use, operation,
maintenance,  repair,  construction  or  fabrication  of  all or any part of the
Property  or  the  Projects;  (f)  all  transferable  business  licenses and all
architectural,  site,  building,  landscaping  and  other  permits  and  all
applications,  approvals, authorizations and other entitlements affecting any of
the  Lots or any other portion of the Projects; (g) the Declarant's rights under
the  Declarations  of  Covenants,  Conditions  and Restrictions that affect each
Project  to  the  extent Seller owns such rights (THE "DECLARANT'S RIGHTS"); (h)
                                                       ------------------
all  transferable  guarantees and warranties relating to all or any of the Lots,
the  Improvements,  the Personalty, the Intangible Property or any other part of
the  Projects;  (i)  all  deposits  of  any  kind  paid by Seller related to the
Projects  and/or  the Lots, including, without limitation, all security deposits
and  utility deposits; and (j) any of the leases (including construction trailer
leases)  and agreements described on Exhibit "D" attached hereto (THE "OPERATING
                                      ----------                       ---------
AGREEMENTS")  which,  during  the  Due  Diligence Period, Buyer, in its sole and
----------
absolute discretion, may elect, by providing written notice to Seller and Escrow
Agent,  to assume Seller's obligations thereunder which arise after the Closing,
with  Seller  to remain responsible for and to indemnify and hold Buyer harmless
from  all claims and demands relating to costs, expenses and obligations payable
under  such  assumed Operating Agreements, if any, for periods prior to Closing.


     2.5  Model  Leases.  The  parties acknowledge that the Models on Rita Ranch
          -------------
Lots 8 and 9 and Copper Creek Lot 22 (THE "SOLD MODELS") are subject to existing
                                           -----------
sale  contracts  between  the  lessors  of such Sold Models and third-party home
buyers  (THE  "MODEL  SALE  AGREEMENTS"),  pursuant to which the Sold Models are
              ------------------------
anticipated  to  be conveyed to such third-party home buyers sometime during the
ninety  (90)  day  period  following  the  Execution  Date.  Notwithstanding the
provisions  contained  herein,  the  Model Leases for the Sold Models (THE "SOLD
                                                                            ----
MODEL  LEASES")  shall  not be assigned or conveyed to Buyer unless or until (a)
-------------
the  Model  Sale Agreement(s) for the Sold Model(s) is cancelled and (b) Seller,
within  ten  (10)  days  of  such  cancellation  of the corresponding Model Sale
Agreement(s)  but not later than one hundred twenty (120) days after the Closing
Date,  provides Buyer with written notice of its election to assign to Buyer the
affected  Sold Model Lease(s). Upon any election by Seller pursuant to provision
(b)  in  the  preceding sentence, Seller shall, within ten (10) days thereafter,
convey the subject Model Sale Agreement(s) to Buyer by an Assignment of Lease(s)
in  the  form attached hereto as Exhibit "I". Seller shall not modify any of the
                                 -----------
Model  Sale  Agreements without the prior written consent of Buyer. On or before
the  respective closings under the Model Sale Agreements, Buyer shall remove all
the  Model  Furnishings  from  the  subject  Sold  Models.

3.   PURCHASE  PRICE.
     ---------------

     3.1  Purchase  Price  Calculation.  Subject to the adjustments provided for
          ----------------------------
herein,  the  purchase price for the Property (THE "PURCHASE PRICE") shall equal
                                                    --------------
Eight  Million  Four  Hundred  Fifty Thousand Dollars ($8,450,000). The Purchase
Price  shall  be  payable  as  follows:

     3.1.1  Deposit.  Concurrently  with the "Opening of Escrow" (as hereinafter
            -------
defined),  Buyer shall deposit into "Escrow" (as hereinafter defined) the sum of
One Hundred Thousand Dollars ($100,000), which amount together with any interest
earned  thereon  shall,  collectively,  be  referred to herein as the "DEPOSIT".
                                                                       -------
Escrow  Agent  shall  invest  the  Deposit  in  insured  money  market accounts,
certificates  of  deposit or United States treasury bills, as Buyer may instruct
from  time  to  time,  provided  that  such  investments are federally issued or
insured. At the "Closing" (as hereinafter defined), the Deposit shall be paid to
Seller  and  credited  against the Purchase Price. In the event that the sale of
the  Property  is  not  consummated for any reason other than a default by Buyer
and, as a result, Buyer elects to cancel this Agreement as permitted herein, the
Deposit  shall,  upon  such  cancellation,  be  immediately  returned  to Buyer.

     3.1  .2  Balance.  At the Closing, Buyer shall pay to Seller the balance of
              -------
the Purchase Price net of all adjustments as provided herein, which amount shall
be  paid  by  wire  transfer  of  immediately  available  federal  funds.


                                        3
<PAGE>
     3.2  Adjustments to Purchase Price. The purchase price analysis attached to
          -----------------------------
this  Agreement as  Exhibit "E" (THE "PURCHASE PRICE SUMMARY") SETS forth, among
                     ----------       ----------------------
other  things,  amounts,  assumptions  and  other  information which Buyer deems
critical  to its agreement to pay the Purchase Price, and Seller covenants that,
to  its best knowledge, such information set forth on the Purchase Price Summary
is  accurate  as  of the Execution Date. At the Closing and after the Closing to
the  extent  determined  at  Closing,  the  Purchase  Price shall be adjusted as
follows:

          (a)  In the event  closings for the sale of Lots 161 and 230 at Castle
               Rock,  Lot 57 at Rita Ranch and Lot 102 at Desert Vista  pursuant
               to the applicable  Sales Contracts occur prior to the Closing (as
               defined  below),  Seller  shall be  entitled  to receive  all net
               proceeds,  if any,  payable to the sellers  under the escrows for
               those Sales Contracts; however, in such event, the Purchase Price
               shall  be  reduced  by an  amount  equal  to the sum of the  "Lot
               Purchase  Price" and the total and final "Work in  Progress"  for
               such Lots as shown on page 2 of the Purchase  Price  Summary,  as
               such will be updated through the Closing Date.

          (b)  In the event that closings  under any Sales  Contracts in Section
               3.2 (a) above occur prior to the Closing (as defined below),  the
               Purchase  Price  shall  be  reduced  by an  amount  equal  to the
               "Contract  Price"  as shown on the  Purchase  Price  Summary,  as
               updated  through  the  Closing  Date  less any  "Buyer  Deposit",
               "Inside Sales Commission", "Preferred Lender Incentive", "Outside
               Sales  Commission",  "Cost to Complete" (as calculated on May 26,
               2000) and "Sales Tax" for such Lots as set forth on the  Purchase
               Price  Summary  updated  through the Closing Date plus any actual
               seller closing cost paid on the escrow closing statement for such
               unit and a fifteen  hundred  dollar  ($1500)  allowance  to cover
               warranty  expenses that will remain the obligation of the Seller.
               Notwithstanding  any other provision  contained in this Agreement
               or any exhibit hereto, Buyer shall not have any obligation to pay
               any "Costs to Complete"  or any "Sales Tax" or any other  amounts
               with respect to the Lots for which an  adjustment  is made to the
               Purchase Price pursuant to this Section 3.2 (b).

          (c)  The  Purchase  Price  shall be reduced by an amount  equal to the
               total amount of all deposits and other  payments of any kind paid
               by all Sold Lot  Buyers at any time  prior to the  Closing to the
               extent that such  amounts are not,  at the  Closing,  held by the
               escrow  agents under the Sales  Contracts  (and which such escrow
               agents must be  irrevocably  committed to release to Buyer as the
               seller under such Sales  Contracts upon the  respective  closings
               under such Sales Contracts).

          (d)  The  Purchase  Price  shall be reduced by an amount  equal to the
               amount, if any, by which the construction costs paid by Seller to
               third-parties with respect to each Sold Lot is, as of the Closing
               Date,  less than the amount  identified  as "Work in Progress" on
               the Purchase  Price  Summary as updated  through the Closing Date
               and thereafter. WORK IN PROGRESS", as shown on the Purchase Price
                               ----------------
               Summary  attached  hereto as Exhibit "E",  shall mean and include
                                            ----------
               all costs of construction  on and materials  supplied to the Lots
               Under Construction pursuant to the Construction Contracts through
               April 25, 2000. However, prior to Closing, the "Work in Progress"
               as  shown  on the  Purchase  Price  Summary  and as  used in this
               Agreement  shall be updated to include all costs of  construction
               on and materials supplied to Lots Under Construction  pursuant to
               the Construction Contracts through May 25, 2000.

          (e)  The  Purchase  Price  shall be reduced by an amount  equal to the
               amount by which the sale  prices,  lot  premiums,  lot prices and
               discounts in any addendum to existing Sales  Contracts or any new
               Sales  Contracts  entered into between the Execution Date and the
               Closing  vary from the  limitations  contained  in  Section  8.20
               below.

          (f)  In the event the Closing is delayed  pursuant to any of the terms
               in this  Agreement,  Seller shall  continue to diligently  and in
               good faith proceed with the construction of the homes and related
               improvements on Lots under  Construction  and Seller shall pay as
               and  when  due  all  costs   incurred  in  connection   therewith
               consistent  with the Purchase Price  Summary,  and in such event,
               the  Purchase  Price shall be  increased  by any amounts  paid by
               Seller for work performed on and materials supplied to Lots Under
               Construction  during the period from May 26, 2000 to the eventual
               Closing Date,  provided such amounts (a) are included  within the
               cost to complete as set forth on the  Purchase  Price  Summary or
               (b)  are  for  options  hereafter   selected  and  change  orders
               hereafter  made for the Lots Under  Construction  as permitted in
               this Agreement.

          (g)  The Purchase Price may be further  reduced in accordance with the
               last sentence of 6.2.4 below.


                                        4
<PAGE>
     On  the  Closing Date, the parties shall update the Purchase Price Summary,
and  upon such compilation, the parties shall execute the updated Purchase Price
Summary  and  forward  a  copy thereof to Escrow Agent. On the Closing Date, the
Purchase  Price  shall be reduced in accordance with this paragraph to take into
account  any  corrections  or  changes in the updated Purchase Price Summary, if
any.  On  the  Closing  Date,  Buyer  shall also receive as a credit against the
Purchase  Price an amount equal to the sum of all unpaid rental, if any, payable
to  the lessors under the "Model Leases" (as defined below) and any amounts due,
if  any,  to  any  parties  under  any  Operating Agreements assumed by Buyer in
accordance  with  Section  2.4(j)  above  for periods prior to the Closing Date.

     3.3  Post-Closing  Adjustments.  Seller shall be solely responsible for all
          -------------------------
work  done  and materials supplied to the Lots and the Property on or before May
25,  2000,  and  Seller  shall,  at  Closing, pay all such unpaid amounts to the
contractors  and  materialmen to whom such amounts are due. Seller shall provide
Buyer  and  Escrow  Agent  with  evidence  of  such  payments  together  with
corresponding lien waivers relating to such payments. On or before May 29, 2000,
Seller  shall  provide  Buyer  with  a detailed summary and list of all "Work in
Progress"  through  May 25, 2000. If, after the Closing Date, any subcontractor,
materialman  or  supplier or other person or entity makes any demand or claim or
takes  any  action  or  initiates  any  action  with respect to any improvements
constructed  or  materials  supplied  prior  to  May 26, 2000, Seller and Saxton
Incorporated,  a  Nevada  corporation, shall indemnify and defend Buyer and hold
Buyer  harmless  from  any  and  all  such  claims,  demands and actions and any
damages,  losses,  costs,  fees (including, without limitation, attorneys' fees)
incurred  in  connection  with  or  as  a result of any such claims, demands and
actions,  regardless of when any such claims, demands and actions are initiated.
In  addition,  if, during the three (3) month period after the Closing Date, any
adjustments  to  the  Purchase  Price are determined to be warranted pursuant to
Section  3.2  above,  Seller agrees to recalculate the Purchase Price and pay to
Buyer  an  amount  equal to the appropriate adjustment in the Purchase Price. At
Closing,  Escrow  Agent shall establish and Seller shall fund a holdback account
in  the  amount  of  Three  Hundred  Thousand  Dollars ($300,000) (THE "HOLDBACK
                                                                        --------
ACCOUNT")  for  the purpose of paying any amounts Seller may be obligated to pay
-------
to  Buyer  under  this Section 3.3, and Seller hereby grants to Buyer a lien and
security  interest  in the Holdback Account. Seller hereby agrees to execute any
and  all  documents  that  may  be  necessary  in  order to perfect the security
interest  granted  by  Seller  to Buyer in the Holdback Account. Escrow Agent is
hereby  authorized  and instructed to release from funds in the Holdback Account
to Buyer any amounts which are determined to be owed by Seller to Buyer pursuant
to  this  Section 3.3. On the forty-sixth (46th) day following the Closing Date,
Escrow  Agent shall release to Seller from funds held in the Holdback Account an
amount  equal  to  $  150,000 less the amount of any payments previously made to
Buyer  from  the  Holdback  Account  and the amount of any claims of entitlement
theretofore  made by Seller with respect to amounts in the Holdback Account. The
balance  of  any  funds in the Holdback Account which are not paid or payable to
Buyer pursuant to this Section 3.3 shall be returned to Seller upon the later to
occur  of  (a)  the  ninetieth (90th) day following the Closing Date and (b) the
resolution of any dispute between Seller and Buyer under this Section 3.3. Buyer
shall  provide  Seller  and  Escrow  Agent with a written notice of any claim of
entitlement  to  receive  any  funds  in the Holdback Account (as defined below)
together  with  a detailed description of the basis for such claim (A "NOTICE OF
                                                                       ---------
CLAIM").  Within  five (5) days of Seller's receipt of a Notice of Claim, Seller
-----
shall  provide  Buyer  and  Escrow Agent with a written detailed response either
approving  the  payment of such claim from funds held in the Holdback Account or
contesting  such claim together with the basis for Buyer's denial of such claim.
Any  dispute with respect to the Holdback Account (A "DISPUTE") shall be settled
                                                      -------
by  binding  arbitration  in  Pima  County,  Arizona  in  accordance  with  the
Construction  Industry Arbitration Rules of the American Arbitration Association
then  currently  in  effect. The arbitrator for such arbitration procedures (THE
"ARBITRATOR") shall be agreed upon by the parties, but if the parties are unable
to  agree  upon  an  arbitrator  within  ten  (10) days of the inception of such
Dispute,  the  arbitrator  will  be  appointed  by  the  American  Arbitration
Association  in  accordance  with  the  arbitration  rules  referenced  above.
Arbitration  may be commenced upon written demand of any party to this Agreement
for  resolution of such Dispute. The arbitration hearing shall be conducted at a
time  and  place  set  by  the Arbitrator, provided that such hearing must occur
within  thirty  (30)  days of the appointment of the Arbitrator. The decision of
the  Arbitrator shall be issued within ten (10) days of the hearing and shall be
final,  and judgment may be entered upon it in accordance with applicable law in
any  court  having  jurisdiction  thereof. The nonprevailing party shall pay all
costs  of  the  arbitration  including  the costs and fees, including reasonable
attorneys fees, of the prevailing party. Notwithstanding any provision contained
in  the  Construction  Industry  Arbitration  Rules  of the American Arbitration
Association,  a party to this Agreement may only appeal or otherwise challenge a
decision  of  the Arbitrator for the reasons set forth in A.R.S.  12-1512(A) (1)
(2)  or  (3)  and  for  no  other  reasons.

4.  OPENING  OF  ESCROW.
    -------------------

Upon the Execution Date, Buyer and Seller shall cause an escrow ("ESCROW") to be
opened  with  Escrow Agent (THE "OPENING OF ESCROW") by delivery to Escrow Agent
                                 -----------------
of  a fully executed copy of this Agreement. Escrow Agent shall promptly deliver
to  Buyer  and  Seller written notice of the date of the Opening of Escrow. This
Agreement  shall  constitute  escrow instructions to Escrow Agent as well as 'he
agreement of the parties. Escrow Agent is hereby appointed and designated to act
as  Escrow  Agent  and is hereby instructed to deliver, pursuant to the terms of
this  Agreement,  the  documents and funds to be deposited into Escrow as herein
provided.  The  parties hereto shall execute such additional escrow instructions
(not  inconsistent  with  this  Agreement as determined by counsel for Buyer and
Seller)  as  Escrow  Agent  may  deem  reasonably  necessary for its protection,
including Escrow Agent's general provisions (as may be modified by Buyer, Seller
and  Escrow  Agent). In the event of any inconsistency between the provisions of
this  Agreement  and such additional escrow instructions, the provisions of this
Agreement  shall  govern.


                                        5
<PAGE>
5.  ACTIONS  PENDING  CLOSING.
    -------------------------

     5.1  Due  Diligence.
          --------------

          5.1.1  Property  Documents.  On or before the first (1st) Business Day
                 -------------------
after  the  Execution  Date (THE "DOCUMENT DELIVERY DATE"), Seller shall, at its
                                  ----------------------
sole cost and expense, provide to Buyer true, correct and complete copies of all
of  the  documents  described  on Exhibit "F" attached to this Agreement, to the
                                  ----------
extent  that  such documents exist and are in Seller's possession (collectively,
the  "DELIVERED  DOCUMENTS")  During the course of the Escrow, Seller shall make
      --------------------
available  to  Buyer  for its review and copying during normal business hours at
Seller's  company  office or at the sales office for the Projects, true, correct
and  complete  copies  of  all contracts, documents, reports, books, records and
other  materials  relating  to the Property, to the extent that such items exist
and  are  in  Seller's  possession  (collectively,  together  with the Delivered
Documents,  the  "PROPERTY  DOCUMENTS") including, without limitation, the items
                  -------------------
described  on  Exhibit  "G" attached hereto.
               -----------

          5.1.2  Buyer's  Diligence  Tests.  At  all  reasonable  times from the
                 -------------------------
Execution  Date  until  5:00  p.m.,  Phoenix  time,  on  June  5, 2000 (THE "DUE
                                                                             ---
DILIGENCE  PERIOD"),  Buyer, its agents and representatives shall be entitled at
-----------------
Buyer's  sole  cost  and  expense  to:  (a) enter onto the Lots and the Projects
during normal business hours to perform all inspections, investigations, studies
and  tests of the Property (including, without limitation, physical, structural,
mechanical,  architectural,  engineering,  soils, geotechnical and environmental
tests  that  Buyer deems reasonable); (b) review all Property Documents; and (c)
investigate  such  other  matters  as  Buyer  may desire. Buyer's entry onto and
inspections of the Property in accordance with the terms hereof shall not damage
the  Property  in  any  respect.  Any  entry by Buyer onto the Projects shall be
subject  to,  and  shall  be  conducted in accordance with, all applicable laws.
Buyer  shall keep the Property free and clear of any mechanic's or materialmen's
liens  arising  out of any entry onto or inspection of the Property. Buyer shall
indemnify,  protect,  defend  and  hold  Seller (and Seller's members, managers,
agents,  employees  and  representatives)  harmless from and against any and all
claims  (including,  without  limitation,  claims  for  mechanic's  liens  or
materialmen's  liens),  causes of action, demands, obligations, losses, damages,
liabilities,  judgements,  costs  and  expenses  (including, without limitation,
reasonable  attorneys' fees, charges and disbursements) (COLLECTIVELY, "CLAIMS")
in  connection with or arising out of any inspections carried on by or on behalf
of  Buyer  pursuant to the terms hereof; provided, however, that Buyer shall not
indemnify  Seller for any Claims caused by Seller's negligence or misconduct. In
the  event  that this Agreement is terminated for any reason, Buyer shall repair
any  damage  to the Property caused by its entry thereon and restore the same to
the  condition  in  which it existed prior to such entry. The provisions of this
Section  5.1.2  shall  survive  the  Closing  or the earlier termination of this
Agreement.

          5.1  .3  Buyer's  Termination Right. Buyer shall have the right at any
                   --------------------------
time  on  or before the last day of the Due Diligence Period (THE "DUE DILIGENCE
                                                                   -------------
TERMINATION DATE") to terminate this Agreement by delivering a written notice of
----------------
such  termination to Seller and Escrow Agent if Buyer determines in its sole and
absolute  discretion  that  the Property or this Agreement are not acceptable to
Buyer,  in  which case the Deposit shall he returned to Buyer and this Agreement
shall  automatically  terminate and be of no further force or effect and neither
party shall have any further rights or obligations hereunder other than pursuant
to  any  provision hereof which are specified to survive the termination of this
Agreement. In the event that Buyer fails to deliver a written termination notice
to Seller and Escrow Agent on or before the Due Diligence Termination Date, then
Buyer shall be deemed to have unconditionally waived its termination right under
this  Section  5.1.3.

     5.2  Title.

          5.2.1  Deliveries  by  Seller.  As  soon  as  practical  following the
                 ----------------------
Execution  Date,  Seller  shall  cause  Escrow  Agent  to provide to Buyer (a) a
separate  current  commitment  for  an extended coverage owner's policy of title
insurance  for  the  Lots within each of the four Projects as well as a separate
title report for the Models which are subject to the Model Leases (COLLECTIVELY,
THE  "TITLE  REPORTS")  and (b) copies of all documents referenced as exceptions
      --------------
therein  (COLLECTIVELY,  THE  "TITLE  DOCUMENTS").
                               ----------------

          5.2.2  Buyer's  Review  of  Title.  Buyer  shall  have  until five (5)
                 --------------------------
Business  Days  following its receipt of the Title Documents to notify Seller in
writing  of  any objection which Buyer may have to any matters reported or shown
in  the  Title  Documents  or  any  updates thereof ("BUYER'S OBJECTION LETTER")
                                                      ------------------------
(provided,  however, that if any such updates are received by Buyer, Buyer shall
have  an  additional  two  (2)  Business  Days following Buyer's receipt of such
update  and  copies  of  all  documents  referenced  therein to notify Seller of
objections  to  items  shown  on any such update which were not disclosed on the
previously delivered Title Documents). Matters reported in or shown by the Title
Documents  (or  any  updates  thereof)  and  not  timely objected to by Buyer as
provided  above  shall be deemed to be "PERMITTED EXCEPTIONS." Seller shall have
                                        --------------------
no obligation to cure or correct any matter objected to by Buyer. However, on or
before  the  second  (2nd)  Business  Day  following Seller's receipt of Buyer's
Objection  Letter,  Seller  may  elect,  by  delivering  written  notice of such
election to Buyer and Escrow Agent ("SELLER'S RESPONSE") whether to cause Escrow
                                     -----------------
Agent  to  remove  or  insure  over any matters objected to in Buyer's Objection
Letter.  If  Seller fails to deliver Seller's Response within the time frame set
forth  above, it shall be deemed to be an election by Seller not to cause Escrow
Agent to so remove or insure over such objections. If Seller elects not to cause
Escrow Agent to so remove or insure over such matters, then Buyer must elect, by
delivering  written  notice  of  such  election to Seller and Escrow Agent on or
before  the  earlier  to  occur  of  (a) the second (2nd) Business Day following
Buyer's receipt of Seller's Response, (b) if no Seller's Response is received by


                                        6
<PAGE>
Buyer,  the  second  (2nd) Business Day following the date on which Seller shall
have been deemed to have responded, as provided above or (c) the Closing Date to
(i)  terminate  this  Agreement,  in which case the Deposit shall be returned to
Buyer  and  neither party shall thereafter have any rights or obligations to the
other  hereunder  other  than  pursuant to any provision in this Agreement which
expressly  survives  such  termination  or  (ii)  proceed  to  a  timely Closing
whereupon such objected to exceptions or matters shall be deemed to be Permitted
Exceptions.  In  the  event  that  Buyer fails to make such election on a timely
basis, then Buyer shall be deemed to have elected to proceed to a timely Closing
in  accordance with the preceding clause (ii).  Notwithstanding the foregoing or
any  other provision contained in this Agreement, Seller shall, at its sole cost
and  expense, cause any and all financial liens, encumbrances and assessments of
any  type  to be paid in full and removed from title at or prior to the Closing,
and  such  payment  and removal shall be specified as a title requirement in the
Title Reports. Also, Seller shall be responsible for providing the title company
with  any  affidavits,  indemnities  and other agreements and items as the title
company  may require to insure over any mechanics or materialmen's liens arising
from  Seller's  work  on the Lots and within the Projects. In the event that any
time period provided above has not expired as of the date scheduled for Closing,
the  Closing  shall  be  extended  to  the  first  (1st)  Business Day after the
expiration  of  such  periods.

          5.2.3  Condition  of  Title at Closing. Upon the Closing, Seller shall
                 -------------------------------
sell, transfer and convey to Buyer fee simple title to the Real Property by duly
executed  and acknowledged deeds in the form of Exhibit "H" attached hereto (THE
                                                ----------
"DEEDS"),  subject  only  to the applicable Permitted Exceptions. Also, upon the
Closing,  the  Model  Leases  shall  be  conveyed  to  Buyer subject only to the
Permitted  Exceptions.

6.  CONDITIONS  TO  CLOSING.
    -----------------------

          6.1  Buyer's  Closing Conditions.  The obligation of Buyer to complete
               ---------------------------
the  transaction  contemplated  by  this  Agreement  is subject to the following
conditions  precedent  (and conditions concurrent, with respect to deliveries to
be  made by the parties at the Closing) (the Buyer's Closing Condition's), which
conditions  may  be  waived,  or  the time for satisfaction thereof extended, by
Buyer only in a writing executed by Buyer.

          6.1  Title.  Escrow  Agent shall be prepared and irrevocably committed
               -----
to  issue  to  Buyer (with an effective date not earlier than the Closing Date),
(a)  extended owner's policies of title insurance in favor of Buyer for the Lots
(i)  showing fee title to the Lots vested in Buyer, (ii) with liability coverage
in  an  amount  satisfactory  to Buyer, (iii) with those endorsements reasonably
requested  by  Buyer (provided that such endorsements are available and are paid
for  by  Buyer  in  accordance  with  the  terms  hereof) and (iv) containing no
exceptions  other  than  the applicable Permitted Exceptions (THE "OWNER'S TITLE
                                                                   -------------
POLICIES")  and  (b) a leasehold policy of title insurance in favor of Buyer for
--------
the  Models  subject  to  the  Model Leases (i) showing fee title to such Models
vested  in  the lessor under the Model Leases and showing the leasehold interest
therein  vested in Buyer, (ii) with liability coverage in an amount satisfactory
to  Buyer,  (iii)  with  those  endorsements  reasonably  satisfactory  to Buyer
(provided  that  such  endorsements  are  available and are paid for by Buyer in
accordance  with  the terms hereof) and (iv) containing no exceptions other than
the  applicable  Permitted  Exceptions  (THE  "LEASEHOLD  POLICIES").
                                               -------------------

          6.1.2  Seller's  Due  Performance.  All  of  the  representations  and
                 --------------------------
warranties  of  Seller  set  forth  in this Agreement shall be true, correct and
complete  in  all  material  respects  as of the Closing Date, and Seller, on or
prior  to the Closing Date, shall have complied with and/or performed all of the
obligations,  covenants  and  agreements  required  on  the part of Seller to be
complied  with  or  performed  pursuant  to  the  terms  of  this  Agreement.

          6.1.3  Physical  Condition  of Property. The physical condition of the
                 --------------------------------
Property shall be substantially the same on the Closing Date as on the Execution
Date,  except  for  any  construction progress and any reasonable wear and tear.

          6.1.4 Bankruptcy. No action or proceeding shall have been commenced by
                ----------
or  against  Seller  or Saxton Incorporated (or any affiliates of such entities)
under  the federal bankruptcy code or any state law for the relief of debtors or
for  the  enforcement  of the rights of creditors, and no attachment, execution,
lien  or  levy  shall  have  attached to or been issued with respect to Seller's
interest  in  the  Property  or  any  portion  thereof.

          6.1.5  Model  Leases. At the Closing and subject to the qualifications
                 -------------
set forth in Section 2.5 above, Seller shall assign all of its rights, title and
interests and remedies under the Model Leases (except for the Sold Model Leases)
to Buyer, and Buyer shall assume the obligations of Seller with respect thereto,
pursuant  to  one  or  more  assignment  and assumption of leases in the form of
Exhibit "I" attached  hereto  (THE  "ASSIGNMENTS  OF  LEASE").
----------                           ----------------------

          6.1.6  Consent of Lessors. At least two (2) Business Days prior to the
                 ------------------
Closing,  Seller  shall provide to Buyer a Lessors' Consent to Assignment in the
form  attached  hereto  as  Exhibit  "J"(THE "CONSENT OF LESSORS") regarding the
                            ------------      ------------------
status  of  the  Model Leases and providing the consent of the lessors under the
Model  Leases to the assignment of the Model Leases to Buyer, which must also be
consented  to  by  any  holders of liens and encumbrances on the Models who must
agree  to  recognize  the  existence  of  and  abide  by  the  Model  Leases.

          6.1.7  Bills  of  Sale. At the Closing, Seller shall transfer to Buyer
                 ---------------
all  of  the Personal Property and the Intangible Property, in each case free of
all  liens  and  encumbrances (other than the Permitted Exceptions), pursuant to
one  or  more  bills  of  sale, assignment and assumption in the form of Exhibit
                                                                         -------
"K" attached hereto  (THE  "BILL  OF  SALE").  However,  in the event that Buyer
--                          --------------


                                        7
<PAGE>
assigns  its rights under this Agreement, as permitted under Section 16.7 below,
Buyer  may,  in  its  sole discretion, require that that portion of the personal
property described on Exhibit "A-2" be separately conveyed to Nevada Diversified
                      ------------
Equity,  LLC, as opposed to the assignee of Buyer's rights under this Agreement,
and  in  such  event,  Seller  shall  execute a separate Bill of Sale separately
conveying  such  portion of the personal property directly to Nevada Diversified
Equity,  LLC.

          6.1.8  Assignments  of  Construction  Contracts.  Guaranties  and
                 ----------------------------------------------------------
Warranties.  At  least  two (2) Business Days prior to the Closing, Seller shall
----------
deliver  to Buyer an Assignment of Construction Contracts in the form of Exhibit
                                                                         -------
"L" attached hereto  relating  to  all Construction Contracts and all work which
--
Seller has heretofore caused to be conducted on the Lots or within the Projects,
and  Seller  shall simultaneously provide Buyer with a Consent to Assignment (in
the  form  attached  to  Exhibit  "L")  executed  by  each and every contractor,
                         -----------
subcontractor,  materialman  and  supplier  which is a party to any Construction
Contract  (COLLECTIVELY,  THE  "ASSIGNMENT  OF  CONSTRUCTION  CONTRACTS").  The
                                ---------------------------------------
requirement  to  provide  Consents  to  the Assignment of Construction Contracts
shall  be deemed satisfied if Seller provides such consents from contractors and
materialmen  whose Construction Contracts represent ninety-five percent (95%) or
more  of  the costs to complete the construction for the Lots Under Construction
as  of  the  Closing  Date  as  determined  on  a  Project  by  Project  basis.

          6.1.9  Assignments  of  Plans. At least two (2) Business Days prior to
                 ----------------------
Closing,  Seller  shall  deliver to Buyer an Assignment of Plans with respect to
the Plans in the form of Exhibit "M" attached hereto executed by Seller together
                         ----------
with  a  Consent to Assignment (in the form attached to Exhibit "M") executed by
                                                        ----------
each and every preparer to such Plans (COLLECTIVELY, THE "ASSIGNMENT OF PLANS").
                                                          -------------------

          6.1.10 Assignment of Declarant's Rights. At the Closing, if and to the
                 --------------------------------
extent  Buyer  is  the holder of the Declarant's or Developer's rights under any
Declaration  of  Covenants,  Conditions  and  Restrictions  affecting any of the
Projects,  Seller  shall  execute  and  cause  to  be recorded, an Assignment of
Declarant's and/or Developer's Rights pursuant to which Seller shall assign such
Declarant's  and/or  Developer's  rights  to  Buyer.

          6.1.11  Assignment  of  Sales  Contracts. At the Closing, Seller shall
                  --------------------------------
execute  and  deliver  to  Buyer  two  (2)  originals  of an Assignment of Sales
Contracts  with  respect  to  each  Sales  Contract  in  the form of Exhibit "N"
                                                                     -----------
attached  hereto  (COLLECTIVELY,  THE  "ASSIGNMENT  OF  SALES  CONTRACTS").
                                        --------------------------------

          6.1.12 Non-Foreign Affidavits. At the Closing, Seller shall deliver to
                 ----------------------
Buyer  one  or  more non-foreign affidavits executed by Seller (THE "NON-FOREIGN
                                                                     -----------
AFFIDAVIT").
---------

     6.2  Failure  of  Buyer's  Closing  Conditions.  If  any of Buyer's Closing
          -----------------------------------------
Conditions  have  not  been  fulfilled within the applicable time periods, Buyer
may:

          6.2.1  Waive  the  Buyer's  Closing  Conditions  and  close  Escrow in
accordance  with this Agreement, without adjustment or abatement of the Purchase
Price;  or

          6.2.2  Elect  to  extend  the  Closing  Date (as defined below) to the
second  (2nd)  business  day following Seller's eventual satisfaction or Buyer's
eventual  waiver  of  the  Buyer's  Closing  Conditions;  or

          6.2.3  Terminate this Agreement by written notice to Seller and Escrow
Agent,  in which event the Deposit shall be returned to Buyer and all documents,
instruments  and funds delivered into Escrow shall be returned to the party that
delivered  the  same  into  Escrow,  and  to  the extent that the failure of any
applicable  Buyer's Closing Condition is caused by a Seller default, Buyer shall
be  entitled  to pursue its rights and remedies pursuant to the terms of Section
12  hereof.

          6.2.4 Notwithstanding any other provision contained herein, if Seller,
despite  its  good  faith  and  diligent  efforts,  is  unable  on or before the
specified  date  to  obtain  the  Consents it is required to provide in Sections
6.1.6,  6.1.8  and 6.1.9 above, then the Closing Date shall be extended by seven
(7)  calendar  days  to  allow Buyer the opportunity and right to seek to obtain
such  Consents itself. In the event Buyer is unable to obtain such Consents with
such  seven  (7)  calendar  day  period, Buyer must, within such period elect to
proceed  as  set  forth  in  Section 6.2.1 or 6.2.3 above, as the provisions set
forth  in  Section  6.2.2  shall not be applicable with respect to such Consents
provided  Seller  used  its  good  faith  and  diligent  efforts  to obtain such
Consents.  However,  if  neither  Seller  nor Buyer is able to obtain all of the
Consents  required under Section 6.1.9, then the Purchase Price shall be reduced
by  $100,000.

          6.3  Seller's Closing Conditions. The obligation of Seller to complete
               ---------------------------
the  transaction  contemplated  by  this  Agreement  is subject to the following
conditions  precedent  (and conditions concurrent, with respect to deliveries to
be  made  by  the  parties  at the Closing) (THE "SELLER'S CLOSING CONDITIONS"),
                                                  ---------------------------
which  conditions  may be waived, or the time for satisfaction thereof extended,
by  Seller  only  in  a  writing  executed  by  Seller:

          6.3.1  Buyer's  Due  Performance.  All  of  the  representations  and
                 -------------------------
warranties  of  Buyer  set  forth  in  this Agreement shall be true, correct and
complete in all material respects as of the Closing Date, and Buyer, on or prior
to  the  Closing  Date,  shall  have  complied  with and/or performed all of the
obligations,  covenants  and  agreements  required  on  the  part of Buyer to be
complied  with or performed at or prior to Closing pursuant to the terms of this
Agreement.


                                        8
<PAGE>
          6.3.2 Bankruptcy. No action or proceeding shall have been commenced by
                ----------
or  against  Buyer  under  the  federal bankruptcy code or any state law for the
relief  of  debtors  or  for  the  enforcement  of  the  rights  of  creditors.

          6.3.3  Deliveries.  Buyer  shall  have  delivered  to  Escrow Agent or
                 ----------
Seller,  as the case may be, such documents or instruments as are required to be
delivered  by  Buyer  pursuant  to  the  terms  of  this  Agreement.

          6.4  Failure  of  Seller's  Closing Conditions. If any of the Seller's
               -----------------------------------------
Closing  Conditions  have not been fulfilled within the applicable time periods,
Seller  may:

          6.4.1  Waive  the  Seller's  Closing  Condition  and  close  Escrow in
accordance  with this Agreement, without adjustment or abatement of the Purchase
Price;  or

          6.4.2  Terminate this Agreement by written notice to Seller and Escrow
Agent,  in  which  event  (a) the Deposit shall be returned to Buyer, (b) Escrow
Agent  shall  return  all  other documents, instruments and funds delivered into
Escrow  to  the  party  that  delivered the same into Escrow and (c) the parties
shall  have  no  further  rights,  remedies, obligations or liability under this
Agreement  except  such  matters which are specifically provided to survive such
cancellation.

7.  CLOSING.
    -------

     7.1  Closing Date. Subject to the provisions of this Agreement, the Closing
          ------------
shall  take  place  on June 7, 2000, or on such other date as the parties hereto
may  agree.  As  used  herein,  the  following  terms  shall  have the following
meanings:  (a)  the  "CLOSING"  shall  mean  the recordation of the Deeds in the
                      -------
official  records  of Pima County, Arizona (THE "OFFICIAL RECORDS"); and (b) the
                                                          -------
"CLOSING  DATE"  shall  mean  the  date  upon which the Closing actually occurs.
--------------

     7.2  Deliveries  by  Seller.  On or before the Closing Date, Seller, at its
          ----------------------
sole  cost  and  expense, shall deliver or cause to be delivered into Escrow the
following  documents  and  instruments,  each  dated  as of the Closing Date, in
addition  to  all  other  items  and  payments  required by this Agreement to be
delivered  by  Seller  at  the  Closing:

          7.2.1  Deeds.  Original  executed and acknowledged Deeds conveying the
Real  Property  to  Buyer;

          7.2.2  Non-Foreign  Affidavits.  Original  executed  Non-Foreign
                 -----------------------
Affidavits;

          7.2.3  Assignments  of  Model  Leases.  Two  (2)  original  executed
                 ------------------------------
counterparts  of  each  Assignment  of  Lease;

          7.2.4  Bills  of  Sale. Two (2) original executed counterparts of each
                 ---------------
Bill  of  Sale;

          7.2.5 Assignments of Construction Contracts. Two (2) original executed
                -------------------------------------
counterparts  of  the  Assignments  of  Construction Contracts together with the
original  Consents  to  be  attached  thereto.

          7.2.6  Assignments of Plans. Two (2) original executed counterparts of
                 --------------------
each  Assignment  of  Plans  for  each  of  the Plans together with the original
Consents  to  be  attached  thereto.

          7.2.7  Assignment  of  Declarant's  Rights.  The  original  executed
                 -----------------------------------
Assignment(s)  of  Declarant's  Rights.

          7.2.8  Assignments  of  Sales  Contracts.  Two  (2)  original executed
                 ---------------------------------
Assignments  of  Sales  Contracts.

          7.2.9  Consent of Lessors. The original Consent of Lessors executed by
                 ------------------
the  lessors  of the Model Leases, provided Buyer shall provide Seller with five
(5)  days  advance  notice  of  any  such  request.

          7.2.10  Sales  Contract  Notices.  If  requested  by Buyer, a separate
                  ------------------------
letter  to each of the Sold Lot Buyers, duly executed by Seller, dated as of the
Closing  Date  and  addressed  to  each  Sold Lot Buyer, informing such Sold Lot
Buyers  of  the assignment of the Sales Contracts to Buyer, provided Buyer shall
provide  Seller  with  five  (5)  days  advance  notice  of  any  such  request.

          7.2.11 Construction Contracts Notice. A separate letter to each of the
                 -----------------------------
parties to the Constructions Contracts, duly executed by Seller, dated as of the
Closing  Date  and  addressed  to each such party, informing such parties of the
assignment  of  the  Construction  Contracts  to  Buyer.

          7.2.12  Proof  of  Authority.  Such  proof  of  Seller's authority and
                  --------------------
authorization  to  enter  into  this  Agreement and the transaction contemplated
hereby, and such proof of the power and authority of the individual(s) executing
or  delivering any instruments, documents or certificates on behalf of Seller to
act  for and bind Seller as may be reasonably required by Escrow Agent or Buyer;
and

          7.2.13  Other.  Such  other  documents  and  instruments,  signed  and
                  -----
properly  acknowledged  by Seller, if appropriate, as may be reasonably required
by  Buyer,  Escrow  Agent  or otherwise in order to effectuate the provisions of
this  Agreement  and  the  Closing  of  the  transaction  contemplated  herein.


                                        9
<PAGE>
          Notwithstanding any other provision contained in this Agreement, Buyer
may  require  that  separate  closing documents be executed with respect to that
part  of  the Property located within each of the four (4) Projects. Buyer shall
notify  Seller  of  such  election  at  least two (2) Business Days prior to the
Closing  Date.

     7.3  Deliveries by Buyer. On or before the Closing Date, Buyer, at its sole
          -------------------
cost  and  expense,  shall  deliver  or  cause  to  be delivered into Escrow the
following  funds,  documents and instruments, each dated as of the Closing Date,
in  addition  to  all  other items and payments required by this Agreement to be
delivered  by  Buyer  at  the  Closing:

          7.3.1  Purchase  Price.  Cash  in  an  amount  equal to the sum of the
                 ---------------
Purchase  Price,  as adjusted, and all of the Buyer's Closing Costs and less the
amount  of  the  Deposit  (and  otherwise  sufficient  to  close the transaction
contemplated  herein);

          7.3.2  Assignments of Lease. Two (2) original executed counterparts of
                 --------------------
each  Assignment  of  Lease;

          7.3.3  Bills  of  Sale. Two (2) original executed counterparts of each
                 ---------------
Bill  of  Sale;

          7.3.4 Assignments of Declarant's Rights. A counterpart of the original
                ---------------------------------
of  each  Assignment  of  Declarant's  Rights.

          7.3.5  Proof  of  Authority.  Such  proof  of  Buyer's  authority  and
                 --------------------
authorization  to  enter  into  this  Agreement and the transaction contemplated
hereby, and such proof of the power and authority of the individual(s) executing
or  delivering  any instruments, documents or certificates on behalf of Buyer to
act  for and bind Buyer as may be reasonably required by Escrow Agent or Seller;
and

          7.3.6 Other. Such other documents and instruments, signed and properly
                ------
acknowledged  by Buyer, if appropriate, as may reasonably be required by Seller,
Escrow  Agent  or  otherwise  in  order  to  effectuate  the  provisions of this
Agreement  and  the  Closing  of  the  transaction  contemplated  herein.

          7.4 Actions by Escrow Agent. Provided that Escrow Agent shall not have
              -----------------------
received  written notice from Buyer or Seller of the failure of any condition to
the  Closing  or of the termination of the Escrow and this Agreement, when Buyer
and  Seller  have deposited into Escrow the documents and funds required by this
Agreement and Escrow Agent is irrevocably and unconditionally committed to issue
the  Owner's  Title  Policies  in accordance with the terms hereof, Escrow Agent
shall,  in  the  order  and  manner  herein  below indicated, take the following
actions:

          7.4.1  Funds.  Disburse  all  funds  as  follows:
                 -----

          7.4.1.1  Pursuant to the "Closing Statement" (as hereinafter defined),
retain  for  Escrow  Agent's  own account all escrow fees and costs, disburse to
Escrow  Agent  the fees and expenses incurred in connection with the issuance of
the  Owner's Title Policies and the Leasehold Policies and disburse to any other
persons  or  entities  entitled  thereto  the amount of any other Closing Costs;

          7.4.1.2 Disburse to Seller an amount equal to the Purchase Price, less
any  adjustments provided for in Sections 3.2 and 3.3 above and less $300,000 as
funds  to  be  deposited  into  the Holdback Account and less the prorations and
allocations  of  Closing  Costs  provided  for  herein;  and

          7.4.1.3  Disburse  to  the  party who deposited the same any remaining
funds  in  the  possession  of  Escrow Agent after payments pursuant to Sections
7.4.1.1  and  7.4.1.2  above  have  been  completed;

          7.4.2  Recording.  Cause  the Deeds and the Assignments of Declarant's
                 ---------
Rights  and  any other documents which the parties hereto may mutually direct to
be  recorded  in  the  Official  Records and obtain conformed copies thereof for
distribution  to  Buyer  and  Seller;

          7.4.3 Perfection of Security Interest. File all documents necessary to
                -------------------------------
perfect the security interest granted by Seller to Buyer pursuant to Section 3.3
of  this  Agreement;

          7.4.4  Delivery  of  Documents. Deliver: (a) to Seller (i) one copy of
                 -----------------------
all documents deposited into Escrow and (ii) one conformed copy of each document
recorded  pursuant to the terms hereof; and (b) to Buyer, (i) an original of all
documents  deposited  into  Escrow  (other  than  the  Deeds, the Assignments of
Declarant's  Rights  and  the  Non-Foreign  Affidavits),  (ii)  the  original
Non-Foreign  Affidavits  and  (iii) one conformed copy of each document recorded
pursuant  to  the  terms  hereof;  and

          7.4.5 Owner's Title Policies. Cause Escrow Agent to issue to Buyer the
                ----------------------
Owner's  Title  Policies  and  the  Leasehold  Policies.

          7.5  Prorations.
               ----------


                                       10
<PAGE>
          7.5.1 Taxes, homeowners' assessments, utility costs and other expenses
affecting  the  Property  shall  be  prorated between Buyer and Seller as of the
Closing  Date  based  on  a  365  day year; provided, however, any real property
assessments  and  improvement assessments of any kind affecting the Property and
any amounts owed to any homeowners' associations for the Projects shall, whether
or  not  then  due,  be  paid  in full by Seller at the Closing. For purposes of
calculating prorations, Buyer shall be deemed to be title holder of the Property
and,  therefore,  shall be responsible for the expenses incurred with respect to
the  Property for the periods after 12:01 a.m. Arizona Time on the Closing Date.
All  non-delinquent real estate taxes on the Property shall be prorated based on
the  actual  current  tax  bill.

          7.5.2  Two  (2)  Business Days prior to the Closing Date, Escrow Agent
shall deliver to each of the parties for their review and approval a preliminary
closing  statement  (THE "PRELIMINARY CLOSING STATEMENT") setting forth: (a) the
                         ------------------------------
proration  amounts  allocable  to  each  of  the parties pursuant to Section 7.5
hereof  and  (b)  the Closing Costs allocable to each of the parties pursuant to
Section 7.6 hereof. Based on each of the party's comments, if any, regarding the
Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing
Statement  and deliver a final, signed version of a closing statement to each of
the  parties  at  the  Closing  (THE  "CLOSING  STATEMENT").
                                       ------------------

          7.6  Closing  Costs.  Each  party shall pay its own costs and expenses
               --------------
arising  in  connection with the Closing (including, without limitation, its own
attorneys'  and advisors' fees, charges and disbursements), except the following
costs  (THE  "CLOSING  COSTS"),  which shall be allocated between the parties as
              --------------
follows:

          7.6.1  Escrow  Agent's  escrow fees and costs, which shall be paid one
half  (1/2)  by  Seller  and  one-half  (1/2)  by  Buyer;

          7.6.2  The  cost  of  the  Owner's  Title  Policies  and the Leasehold
Policies to the extent attributable to standard coverage shall be paid by Seller
with  the  cost  of  the  Owner's  Title  Policies  and  the  Leasehold Policies
attributable  to  extended  coverage  to  be  paid  by  Buyer;

          7.6.3  The  cost of any endorsements to the Owner's Title Policies and
the  Leasehold  Policies,  which  shall  be  paid  by  Buyer;

          7.6.4 All other closing fees and costs shall be charged to the parties
in  accordance  with  Escrow  Agent's  customary  practices;  and

          7.6.5  All  recording  and filing fees, which shall be paid by Seller.

          7.7  Deliveries  Outside of Escrow. Seller shall deliver possession of
               -----------------------------
the  Property,  subject  only  to  the  Permitted  Exceptions, to Buyer upon the
Closing.  Further, Seller hereby covenants and agrees to deliver to Buyer, on or
prior  to  the  Closing,  the  following  items:

          7.7.1 Intangible Property. The Intangible Property, including, without
                -------------------
limitation,  the  original  Property  Documents;  and

          7.7.2  Personal  Property.  The  Personal Property, including, without
                 ------------------
limitation,  any  and  all  keys,  pass  cards, remote controls, security codes,
computer  software and other devices relating to access to the Improvements, the
Models  or  any  other  parts  of  the  Property.

8.  SELLER'S  REPRESENTATIONS  AND  WARRANTIES.
    ------------------------------------------

Seller  represents  and  warrants  to and agrees with Buyer, as of the Execution
Date  and  as  of  the  Closing  Date,  as  follows:

     8.1  Due  Organization. Seller is a corporation duly organized and existing
          -----------------
in  good  standing  under  the  laws  of  the  State  of  Arizona.

     8.2  Seller's  Authority:  Validity  of  Agreements. Seller has full right,
          ----------------------------------------------
power  and authority to sell the Property to Buyer as provided in this Agreement
and  to  carry  out  its obligations hereunder. The individual(s) executing this
Agreement  and  the  instruments  referenced herein on behalf of Seller have the
legal  power,  right and actual authority to bind Seller to the terms hereof and
thereof.  This Agreement is, and all other instruments, documents and agreements
to  be  executed and delivered by Seller in connection with this Agreement shall
be,  duly  authorized,  executed  and  delivered  by  Seller and shall be valid,
binding  and  enforceable  obligations  of  Seller (except as enforcement may be
limited  by  bankruptcy,  insolvency  or similar laws) and do not, and as of the
Closing Date will not, violate any provisions of any agreement or judicial order
to  which  Seller  is  a  party  or  to which Seller or the Property is subject.

     8.3  Model  Leases.  The  Model Leases are the only leases which affect the
          -------------
Property. No default or dispute exists under or with respect to any of the Model
Leases.  Exhibit "B" accurately describes the terms of each of the Model Leases.
         ----------

     8.4  Contracts.  Except for the Model Leases and except as set forth on the
          ---------
schedule  attached  hereto  as Exhibit "D", neither Seller nor any of its agents
                               -----------
has  executed  any  service,  maintenance,  repair,  management, supply or other
contracts  or  leases (excluding the Sales Contracts and Construction Contracts)
affecting  the  Property  or  the  Projects  which  would  be  binding  on Buyer
subsequent  to  the  Closing.


                                       11
<PAGE>
     8.5  Violations  of Laws. To "Seller's Knowledge" (as hereinafter defined),
          -------------------
Seller  has  not  received  any  written  notices of any violations of any laws,
ordinances,  orders  or  requirements  of  any governmental authority, agency or
officer  having  jurisdiction against or affecting any or all of the Property or
the  Projects,  which  have  not  previously  been  complied  with.

     8.6  Litigation.  To  Seller's  Knowledge,  (a)  there  are  no  actions,
          ----------
investigations,  suits  or  proceedings  (other  than  tax  appeals or protests)
pending  or  threatened that have a material adverse effect on any or all of the
Property  or  the  Projects,  or  the  ownership, development, operation or sale
thereof,  and (b) there are no judgments, orders, awards or decrees currently in
effect  against  Seller with respect to the ownership, development, operation or
sale  of  all  of  any  part of the Property or the Projects which have not been
fully  discharged  prior  to  the  Execution  Date.

     8.7  Zoning  and  Condemnation. To Seller's Knowledge, there are no pending
          -------------------------
proceedings to alter or restrict the zoning or other use restrictions applicable
to  all  or  any part of the Property or any part of the Projects, or to condemn
all or any portion of the Property or the Projects by eminent domain proceedings
or  otherwise.

     8.8  Ownership  of  Property.  Seller  owns  and  has  the right, power and
          -----------------------
authority  to  convey  the  Property to Buyer as contemplated by this Agreement.

     8.9  Possession/Lease.  To  Seller's  Knowledge,  there  are  no parties in
          ----------------
adverse  possession  of  the Property; there are no parties in possession of the
Lots  or  the  Property  except  Seller  and  except the lessors under the Model
Leases;  and  no  party  has  been  granted  any  license, lease, or other right
relating to the use or possession of any part of the Property except the lessors
under  the  Model  Leases.

     8.10  Creditors  Issues.  To  Seller's Knowledge, there are no attachments,
           -----------------
executions,  assignments  for  the  benefit  of  creditors,  receiverships,
conservatorships,  or  voluntary  or  involuntary  proceedings  in bankruptcy or
pursuant to any other laws for relief of debtors contemplated or filed by Seller
or  pending  against  Seller  or  affecting  or involving all or any part of the
Property.

     8.11  Other  Contracts.  There  are  no  contracts  or  other  obligations
           ----------------
outstanding  for  the  sale,  exchange, leasing or transfer of all or any of the
Property.

     8.12  Archaeological  Issues.  To Seller's Knowledge, there are no sites of
           ----------------------
historical  or  archaeological  importance  within  the  Projects.

     8.13  Protected  Species/Habitat.  Seller  has  no  actual knowledge of the
           --------------------------
existence  within  the  Projects  of  any  plant,  animal or bird or any habitat
associated with any species of plant, animal or bird that is protected under any
federal,  state  or  local  law  or ordinance or which could otherwise impede or
delay  Buyer's  intended  development  and  sale  of  any  of  the  Lots.

     8.14  Assessment  Liens.  To  Seller's  Knowledge,  there is no improvement
           -----------------
district (either in existence or planned) which includes the Lots, and there are
no  assessment  liens  against  all  or  any  part  of  the  Property.

     8.15 Environmental. To Seller's Knowledge, there is not now and there never
          -------------
has  been  a  release  or  threatened  release  or  disposal of any Pollutant or
Hazardous  Substance  (as  those  terms  are  used and defined in any applicable
federal,  state  or  local law, ordinance or regulatory agency mandate regarding
human  health  and/or  environmental  conditions ("Environmental Law") in, on or
under  the Lots or any other part of the Projects so as to result in a violation
or potential violation of any Environmental Law. Neither Seller nor, to Seller's
Knowledge, any other person or entity has used in any manner, stored, generated,
released or disposed of any Pollutant or Hazardous Substance in, on or under the
Lots  or  any  other  part  of  the Projects. To Seller's Knowledge, there is no
current or threatened legal or administrative proceeding or investigation by any
governmental  authority or any other third party with respect to the presence of
any  Pollutant or Hazardous Substance in, on or under the Lots or any other part
of the Projects or the migration of a Pollutant or Hazardous Substance in, on or
under  or  from  the  Lots  or  any  other  part  of  the  Projects.

     8.16 Storage Tanks. To Seller's Knowledge, there are no underground storage
          -------------
tanks  located  on  or  under any of the Lots or any other part of the Projects.

     8.17  Access. Each of the Lots has legal access to and from a public street
           ------
over  paved  roadways.

     8.18  Utilities.  All  water,  electric,  gas,  sewer,  telephone,  cable
           ---------
television  and  other utilities for each of the Lots are fully installed to the
lot  lines  for  each  of  the Lots, and all such facilities are in good working
condition, and Seller is not aware of any defects or deficiencies regarding such
facilities.

     8.19  Drainage/Grading.  To  Seller's  Knowledge,  there are no drainage or
           ----------------
grading  problems  on  any  Lots  or  within  the  Projects.

     8.20  Sales Contracts. The Sales Contracts are in full force and effect and
           ---------------
no  defaults  exist under the Sales Contracts and no conditions or circumstances
exist  which  could,  with  the  passage  of  time  or  the providing of notice,
constitute  a  default under the Sales Contracts nor, to Seller's knowledge, has
Seller  received  any  written  notice  or demand from any Sold Lot Buyer or any
agent  of  any  Sold  Lot Buyer indicating a Sold Lot Buyer's desire to cancel a
Sales  Contract  or a Sold Lot Buyer's unhappiness with the home or improvements
being  constructed  pursuant to the Sales Contract except for those delivered to
by  Seller  to  Buyer  during  the  Due  Diligence  Period.  In the event Seller


                                       12
<PAGE>
hereafter  receives  any  such  notices  during the course of the Escrow, Seller
shall  immediately provide such notice(s) to Buyer and such shall not constitute
a default under this Agreement. Furthermore, to Seller's knowledge, there are no
facts,  circumstances  or  conditions  which  could adversely affect any party's
ability  to  fully  or timely perform its obligations under the Sales Contracts.
During  the  course  of  the Escrow, Seller shall not, without the prior written
approval  of Buyer, enter into any addendum or modifications to any of the Sales
Contracts to the extent (a) such addendum or modification is not in the ordinary
course  of  Seller's business and/or (b) the effect of such proposed addendum or
modification, alone or in the aggregate, is to decrease the purchase price for a
Sold  Lot  by  more  than  two  percent (2%) of the sales price set forth in the
applicable  Sales Contract. Furthermore, during the course of the Escrow, Seller
shall  not  enter  into  any new Sales Contracts relating to the Lots unless (a)
such  Sales  Contracts  are  on  terms and conditions no less favorable than the
existing  Sales Contracts and (b) the sales price for such Lot and the price for
any  options  and  the  lot  premium for such Lot are not less than ninety-eight
percent  (98%)  of  Seller's published prices for such items as of the Execution
Date.

     8.21  Construction Defects. To Seller's Knowledge, (a) there are no defects
           --------------------
or deficiencies in any of the improvements heretofore constructed by Seller with
respect  to  the  Property  or  the  Projects  nor  are  there  any  defects  or
deficiencies  in  any  of  the  Intangible  Property.

     8.22  Construction  Contracts.  Except  for  any  failure by Seller to have
           -----------------------
previously  paid  amounts  properly  payable  to  subcontractors  (all  of which
indebtedness will be resolved and paid by Seller prior to Closing), there are no
defaults  under  the  Construction  Contracts  nor  are  there  any  facts  or
circumstances  which could, with the passage of time or the providing of notice,
constitute a default under the Construction Contracts, and there are no existing
disputes  between  Seller  and  any  parties  with  respect  to the Construction
Contracts. In addition, to Seller's Knowledge, there are no facts, circumstances
or conditions which would adversely affect the ability of subcontractor to fully
and  timely  perform  its  obligations  under  the  Construction  Contracts.

     8.23 Comprehensive Sale. The Property constitutes all of Seller's remaining
          ------------------
right,  title  and  interest  within  the  Projects.

     8.24 Associations. Each of the homeowners' associations for the Projects is
          ------------
an  Arizona  non-profit corporation in good standing and, to Seller's Knowledge,
there  are  no  disputes between the Associations and Seller with respect to any
matters  related  to  any of the Projects or such Associations. In addition, the
Associations  are  adequately funded to handle Association affairs and a reserve
account  has  been  established  and funded in accordance with the reserve study
which  has heretofore been prepared by independent third-parties for each of the
Projects. Also, all common area tracts within the Projects have been conveyed to
and  are owned by the respective owners' associations for the Projects, free and
clear  of  liens.

     8.25  Declarant's  Rights.  Seller  does  not  own  and  has not previously
           -------------------
assigned  to  any  third-party  any  Declarant's  rights  relating to any of the
Projects.

     8.26  Lot  Premiums. The Purchase Price Summary accurately reflects the lot
           -------------
premiums  to  be  paid by each Sold Lot Buyer, and no third-party is entitled to
share  in  any  of  the  lot  premiums  paid  by  any  Sold  Lot  Buyer.

     8.27  Sold  Lot Buyer Deposits. All earnest money deposits paid by Sold Lot
           ------------------------
Buyers  pursuant  to the Sales Contracts are held by the escrows agents for each
of  the Sales Contracts with the exception of the deposits identified on Exhibit
                                                                         -------
"O"  to  this  Agreement,  which  were  paid  directly by the Sold Lot Buyers to
--
Seller,  and  Buyer  shall be entitled to a credit against the Purchase Price in
the  total  amount  of  the  deposits  paid to or held by Seller under the Sales
Contracts  as of the Closing Date. Prior to the Closing, Seller shall cause each
of  the escrow agents under the Sales Contracts to provide Buyer with an Consent
of  Lessors confirming the total of the earnest money held by such escrow agents
under  the  Sales Contracts and further confirming such escrow agents' agreement
to  release  such  monies  to Buyer upon the closings under the Sales Contracts.


     8.28 Construction Costs. Seller represents, warrants and covenants to Buyer
          ------------------
that  Seller  will,  at  or  prior to the Closing, pay all fees, costs, charges,
wages  and all other amounts due with respect to all services and work performed
and  materials  and  supplies  provided to or with respect to the Property on or
before May 25, 2000, and Seller hereby agrees to defend and defend Buyer and its
affiliates  and  hold Buyer and its affiliates harmless from any and all claims,
demands,  actions  and proceedings of any kind and any damages, losses, and fees
(including,  without limitation, attorneys' fees) which may at any time arise or
be incurred in connection with or relating to any services or work performed and
materials  and supplies provided to or with respect to the Property on or before
May  25,  2000.  Seller  shall  not,  during the course of the Escrow, incur any
construction  or  material costs which are not budgeted and accounted for in the
Purchase  Price  Summary  or  which  are  not incurred in connection with change
orders hereafter made and options hereafter selected subject to the restrictions
contained  herein  unless Seller notifies Buyer and Escrow Agent of such amounts
and  unless  Seller  is irrevocably committed to pay such amounts at or prior to
the  Closing.

     8.29  Seller's  Knowledge.  As  used  herein, the term "SELLER'S KNOWLEDGE"
           -------------------                               ------------------
shall  mean  the  actual  knowledge,  without  any  additional  investigation or
inquiry,  of  Eugene  L.  Baker  and  Christopher  Ellis.


                                       13
<PAGE>
     8.30  Survival.  All  of  the representations, warranties and agreements of
           --------
Seller  set forth in this Agreement shall be true upon the Execution Date, shall
be  deemed to be repeated at and as of the Closing Date (except as otherwise set
forth  in writing to Buyer) and shall survive for a period equal to one (1) year
from  the  Closing  Date.

9.  BUYER'S  REPRESENTATIONS  AND  WARRANTIES.
    -----------------------------------------

Buyer  represents and warrants to Seller, as of the Execution Date and as of the
Closing  Date,  as  follows:

     9.1  Due Organization. Buyer is a limited liability company duly organized,
          ----------------
validly  existing  and  in  good standing under the laws of the State of Nevada.

     9.2  Buyer's Authority; Validity of Agreements. Buyer has full right, power
          -----------------------------------------
and  authority  to  purchase and acquire the Property from Seller as provided in
this  Agreement  and  to  carry out its obligations hereunder. The individual(s)
executing  this  Agreement  and  the  instruments referenced herein on behalf of
Buyer  have  the  legal  power,  right and actual authority to bind Buyer to the
terms  hereof and thereof. This Agreement is, and all instruments, documents and
agreements  to  be  executed  and  delivered  by  Buyer  in connection with this
Agreement  shall  be, duly authorized, executed and delivered by Buyer and shall
be  valid,  binding  and enforceable obligations of Buyer (except as enforcement
may  be limited by bankruptcy, insolvency or similar laws) and do not, and as of
the  Closing  Date  will not, violate any provision of any agreement or judicial
order  to  which  Buyer  is  a  party  or  to  which  Buyer  is  subject.

     9.3  Survival.  All  of  the  representations, warranties and agreements of
          --------
Buyer  set  forth in this Agreement shall be true upon the Execution Date, shall
be  deemed to be repeated at and as of the Closing Date (except as otherwise set
forth in writing to Seller) and shall survive for a period equal to one (1) year
from  the  Closing  Date.

10.  ADDITIONAL  COVENANTS  AND  AGREEMENTS.
     --------------------------------------

     10.1  "As-Is"  Purchase.  Subject  to  the  representations, warranties and
           -----------------
covenants  of  Seller  contained  in  this  Agreement  and  the other provisions
contained  in this Agreement, all Property purchased by Buyer shall be purchased
strictly  in  "AS  IS" condition, and Buyer accepts and agrees to bear all risks
regarding  all  attributes  and conditions, latent or otherwise, of the Property
purchased  by Buyer, except to the extent that Seller has caused, contributed to
or  exacerbated  any  such  risks or defects. Buyer has made or will, during the
Feasibility  Period,  make its own inspection and investigation of the Property,
including,  without  limitation,  their  subsurface, soil, engineering and other
conditions  and  requirements,  whether  there  are  any eminent domain or other
public  or quasi-public takings of the Property contemplated, and all zoning and
regulatory  matters  pertinent  to  the  Property,  as  Buyer deems necessary or
prudent.  Subject  to the representations, warranties, covenants and adjustments
provided  for  herein,  Buyer shall purchase the Property based upon Buyer's own
inspection  and  investigation  and  not  in  reliance  on  any  statement,
representation,  inducement  or agreement of Seller except as expressly provided
herein.  Buyer  agrees  that,  except  as  expressly provided in this Agreement,
neither  Seller  nor  anyone  acting  on  behalf  of  Seller  has  made  any
representation,  guarantee  or  warranty  whatsoever,  either  written  or oral,
concerning  the  Property.

     10.2 Damage Caused by Seller. Notwithstanding Section 10.1 above, if Seller
          -----------------------
at  any  time enters onto the Property or any other part of the Projects, and in
connection  with such entry causes, contributes to or exacerbates any defects or
risks  concerning  the Projects, then Seller shall be responsible for, and shall
indemnify,  defend  and  hold  harmless  Buyer  and  its  respective affiliates,
officers,  directors,  employees, and shareholders from and against all actions,
claims, demands, causes or action, loss, liability or expense (including without
limitation,  attorneys' fees and costs of litigation) arising from or in any way
connected  with  such  actions  of  Seller.

11.  RISK  OF  LOSS.
     --------------

     11.1  Condemnation.  If,  prior  to  the Closing, all or any portion of the
           ------------
Property  is  taken  by  condemnation  or eminent domain (or is the subject of a
pending  or  contemplated  taking  which has not been consummated), Seller shall
immediately  notify  Buyer  of  such  fact.  In such event, Buyer shall have the
option to terminate this Agreement upon written notice to Seller given not later
than  five  (5)  days  after  receipt  of  such  notice  from  Seller. Upon such
termination, the Deposit shall be returned to Buyer and neither party shall have
any further rights or obligations hereunder other than pursuant to any provision
hereof which expressly survives such termination. If Buyer does not elect or has
no  right  to  terminate  this  Agreement,  Seller shall assign and turn over to
Buyer,  and  Buyer  shall  be  entitled  to receive and keep, all awards for the
taking  by  condemnation and Buyer shall be deemed to have accepted the Property
subject  to  the  taking  without  reduction  in  the  Purchase  Price.

     11.2  Casualty.  Prior  to  the Closing and notwithstanding the pendency of
           --------
this  Agreement,  the  entire  risk  of loss or damage by earthquake, hurricane,
tornado,  flood, landslide, fire or other casualty shall be borne and assumed by
Seller.  If,  prior  to  the  Closing,  any  damage occurs to any portion of the
Property  as  a  result of any earthquake, hurricane, tornado, flood, landslide,
fire  or  other casualty, Seller shall immediately notify Buyer of such fact. In
such event, Buyer shall have the option to terminate this Agreement upon written
notice  to  Seller  given not later than five (5) days after receipt of any such
notice  from  Seller.  Upon  such  termination, the Deposit shall be returned to
Buyer  and  neither party shall have any further rights or obligations hereunder
other  than  pursuant  to  any  provision  hereof  which expressly survives such
termination.  If  Buyer  does  not  elect  or  has  no  right  to terminate this
Agreement,  Seller  shall  assign  and turn over, and Buyer shall be entitled to
receive  and keep, all insurance proceeds payable with respect to such damage or
destruction (which shall then be repaired or not at Buyer's option and cost) and
the  parties  shall  proceed to the Closing pursuant to the terms hereof without
modification  of  the terms of this Agreement. If Buyer does not elect or has no
right  to  terminate  this Agreement by reason of any casualty, Buyer shall have
the  right  to  participate  in  any  adjustment  of  the  insurance  claim.


                                       14
<PAGE>
12.  REMEDIES.
     --------

     If,  prior to Closing, Seller breaches or defaults on its obligations under
this  Agreement  and if such breach or default is not cured within five (5) days
after  the  date  Buyer  provides  Seller with notice of such breach or default,
Buyer  may  elect  to  either  (a)  terminate this Agreement, in which event the
Deposit  shall  be  returned  Buyer  and Seller shall reimburse Buyer for all of
Buyer's  reasonable  out-of-pocket  expenses  (including,  without  limitation,
reasonable  attorneys'  fees,  charges and disbursements) incurred in connection
with  this Agreement or (b) proceed with whatever steps Buyer may deem necessary
to specifically enforce the performance of this Agreement. If, prior to Closing,
Buyer  breaches  or defaults on its obligations under this Agreement and if such
breach  or  default  is  not  cured  within  five (5) days after the date Seller
provides  Buyer  with  notice of such breach or default, Seller may, as its sole
remedy,  elect  to terminate this Agreement, in which event the Deposit shall be
paid to Seller as liquidated damages and not as a penalty, it being acknowledged
that  the  amount  of damages Seller would suffer as a result of such default by
Buyer  would  be  difficult  to  ascertain  and  that  the Deposit constitutes a
reasonable  estimate of such damages. In the event a breach or default occurs or
is first discovered after the Closing and if such breach or default is not cured
within  five (5) days after the non-breaching party provides the breaching party
with  notice  of  such breach or default, the non-breaching party shall have the
right  to  proceed with all actions available at law or in equity to enforce the
performance  of  this  Agreement and recover any damages suffered or incurred by
the  non-breaching  party  as  a  result  of  such  breach or default. If Seller
breaches or defaults on its obligations under this Agreement and Buyer elects to
terminate  this  Agreement as a result thereof, the Deposit shall immediately be
returned  to  Buyer.

13.  BROKERS'  COMMISSION.
     --------------------

     Each  party  represents  and warrants to the other that it has not employed
any  broker  or  finder in connection with the transactions contemplated by this
Agreement.  Each party shall indemnify, defend and hold harmless the other party
from  all  liability  and  expense,  including,  without  limitation, reasonable
attorneys'  fees,  arising  from  any  claim  by any broker, agent or finder for
commissions,  finder's fees or similar charges because of any act of such party.
Each  party  acknowledges  that  the  other  party  and/or  its  principals  and
affiliates  may be or may be affiliated with licensed real estate brokers and/or
salespersons  in  the  State  of  Arizona.

14.  INTERSTATE  LAND  SALES  FULL  DISCLOSURE  ACT.
     ----------------------------------------------

     Seller  and Buyer believe and intend that the sales provided for herein are
exempt  from state subdivided land sales laws and the Interstate Land Sales Full
Disclosure Act by reason of being within one or more of the exemptions set forth
therein  or  in the regulations promulgated pursuant thereto. In support of such
exemption,  Buyer  represents  and  warrants  to  Seller  as  follows,  which
representation  and  warranty  shall be true and correct at all times during the
term  of  this  Agreement  and  shall survive the term of this Agreement without
limitation:  Buyer  is  regularly  engaged  in  the  business  of  constructing
residential, commercial or industrial buildings and/or reselling or leasing lots
to  persons  engaged  in  such  business,  is acquiring the Lots in the ordinary
course  of  that  business  and  otherwise meets the exemption prerequisites set
forth  in  15 U.S.C. Section 1702(a) (7) and further defined in 24 CFR 1710.5(g)
and  24  CFR  1710,  Appendix A. Buyer shall indemnify, defend and hold harmless
Seller  for,  from  and  against  any  and  all  claims,  demands,  liabilities,
obligations,  costs and expenses (including, without limitation, attorneys' fees
and  costs)  incurred  as  a  result  of  any misrepresentation by Buyer in this
Section.

15.  SALES  TAX.
     ----------

     Except  as  allocated to Buyer in the next sentence of this Section, Seller
shall  be fully responsible for all sales taxes, transaction privilege taxes and
other  taxes  relating to all improvements made to the Property and the Projects
on or before the Closing, and Seller hereby agrees to indemnify, defend and hold
Buyer  harmless  from  any and all claims, demands and liability related to such
taxes.  Buyer  shall  be  solely  responsible  for  all sales taxes, transaction
privilege  taxes  and  other taxes relating to actual costs incurred and paid in
connection  with the construction of homes on the Lots (as opposed to offsite or
project  improvements),  and  Buyer  agrees to indemnify, defend and hold Seller
harmless  from  any and all claims, demands and liability related to such taxes.

16.  MISCELLANEOUS  PROVISIONS.
     -------------------------

     16.1  Governing  Law.  This  Agreement  and the legal relations between the
           --------------
parties  hereto  shall  be  governed by and construed and enforced in accordance
with  the  laws  of  the  State  of  Arizona without regard to its principles of
conflicts  of  law.

     16.2  Entire  Agreement.  This  Agreement,  including the exhibits attached
           -----------------
hereto,  constitutes the entire agreement between Buyer and Seller pertaining to
the  subject  matter hereof and supersedes all prior agreements, understandings,
letters of intent, negotiations and discussions, whether oral or written, of the
parties,  and  there  are  no  warranties,  representations or other agreements,
express  or  implied, made to either party by the other party in connection with
the  subject  matter  hereof  except  as specifically set forth herein or in the
documents  delivered  pursuant  hereto  or  in  connection  herewith.


                                       15
<PAGE>
     16.3  Modification;  Waiver.  No  supplement,  modification,  waiver  or
           ---------------------
termination of this Agreement shall be binding unless executed in writing by the
party to be bound thereby. No waiver of any provision of this Agreement shall be
deemed  or  shall  constitute a waiver of any other provision hereof (whether or
not  similar),  nor  shall  such  waiver  constitute  a continuing waiver unless
otherwise  expressly  provided.

     16.4  Notices.  All  notices, consents, requests, reports, demands or other
           -------
communications  hereunder  (COLLECTIVELY, "NOTICES") shall be in writing and may
be  given personally, by registered or certified mail, by telecopy or by Federal
Express  (or  other  reputable  overnight  delivery  service)  as  follows:

To  Seller  at:                     Diamond  Key  Homes,  Inc.
                                    2111  E.  Highland  Avenue,  Suite  440
                                    Phoenix,  AZ  85016
                                    Attention:  Eugene  L.  Baker,  President
                                    Phone:  602-840-8000
                                    Fax:  602-912-9400

To  Buyer  at:                      Nevada  Diversified  Equity,  LLC
                                    2525  E.  Camelback  Road,  Suite  765
                                    Phoenix,  AZ  85016
                                    Attention:  John  W.  Pacheco
                                    Phone:  602-381-6660
                                    Fax:  602-381-6661

With  copy  to:                     C.  Timothy  White,  Esq.
                                    Tiffany  &  Bosco,  P.A.
                                    1850  North  Central  Avenue,  Suite  500
                                    Phoenix,  AZ  85004-4546
                                    Phone:  602-255-6003
                                    Fax:  602-255-0103

To  Escrow  Agent  at:              Title  Guaranty  Agency  of  Arizona,  Inc.
                                    101  N.  Wilmot  Road
                                    P.0.  Box  16860
                                    Tucson,  AZ  85732-6860
                                    Attention:
                                    Phone:  520-750-8100
                                    Fax:  520-750-8112

or  to such other address or such other person as the addressee party shall have
last  designated  by  notice  to the other party. All Notices shall be deemed to
have  been  given when received. All Notices given by telecopy shall be followed
by  the  delivery of a hard copy of such Notice, provided that such Notice shall
be  deemed  to  have  been  given  when  received  by  telecopy.

     16.5 Expenses. Subject to the provision for payment of the Closing Costs in
          --------
accordance  with the terms of Section 7.6 hereof and any other provision of this
Agreement,  whether  or not the transaction contemplated by this Agreement shall
be consummated, all fees and expenses incurred by any party hereto in connection
with  this  Agreement  shall  be  borne  by  such  party.

     16.6 Severability. Any provision or part of this Agreement which is invalid
          ------------
or  unenforceable  in  any  situation  in  any  jurisdiction  shall,  as to such
situation  and  such  jurisdiction,  be  ineffective  only to the extent of such
invalidity  and  shall not affect the enforceability of the remaining provisions
hereof  or  the  validity  or  enforceability of any such provision in any other
situation  or  in  any  other  jurisdiction.

     16.7  Assignment;  Successors  and Assigns; Third Parties. Seller shall not
           ---------------------------------------------------
sell,  mortgage  or  otherwise encumber (except in the normal course of Seller's
business)  Seller's  interest  in the Property prior to or after Closing. Seller
shall  have  no  right  to  assign  its rights under this Agreement to any party
without Buyer's consent, which consent shall not be unreasonably withheld. Buyer
shall,  without  the consent of Seller, have the right to assign its interest in
this  Agreement  to any entity or group owned, controlled, managed or affiliated
with Buyer, its principals, their partners, members, associates or those related
or affiliated directly or indirectly with Meritage Corporation or its affiliates
or  principals. All of the rights, duties, benefits, liabilities and obligations
of  the  parties  shall  inure  to  the  benefit  of, and be binding upon, their
respective  successors and assigns. Except as specifically set forth or referred
to herein, nothing herein expressed or implied is intended or shall be construed
to  confer  upon  or give to any person or entity, other than the parties hereto
and  their  successors  or permitted assigns, any rights or remedies under or by
reason  of  this  Agreement.

     16.8  Counterparts.  This Agreement may be executed in as many counterparts
           ------------
as  may  be deemed necessary and convenient, and by the different parties hereto
on  separate  counterparts,  each of which, when so executed, shall be deemed an
original,  but  all  such  counterparts  shall  constitute  one  and  the  same
instrument.

     16.9  Headings.  The Section headings of this Agreement are for convenience
           --------
of reference only and shall not be deemed to modify, explain, restrict, alter or
affect  the  meaning  or  interpretation  of  any  provision  hereof.


                                       16
<PAGE>
     16.10  Time  of  Essence.  Time shall be of the essence with respect to all
            -----------------
matters  contemplated  by  this  Agreement.

     16.11  Further  Assurances.  In  addition to the actions recited herein and
            -------------------
contemplated  to  be  performed, executed, and/or delivered by Seller and Buyer,
Seller  and  Buyer  agree  to  perform,  execute  and/or  deliver or cause to be
performed, executed and/or delivered at the Closing or after the Closing any and
all  such  further  acts, instruments, deeds and assurances as may be reasonably
required  to  consummate  the  transaction  contemplated  hereby.

     16.12  Number  and  Gender.  Whenever the singular number is used, and when
            -------------------
required  by the context, the same includes the plural, and the masculine gender
includes  the  feminine  and  neuter  genders.

     16.13  Construction.  This  Agreement  shall not be construed more strictly
            ------------
against one party hereto than against any other party hereto merely by virtue of
the  fact  that  it  may  have  been prepared by counsel for one of the parties.

     16.14  Exhibits.  All  exhibits  attached hereto are hereby incorporated by
            --------
reference  as  though  set  out  in  full  herein.

     16.15  Attorneys'  Fees.  In  the  event that either party hereto brings an
            ----------------
action  or proceeding against the other party to enforce or interpret any of the
covenants,  conditions,  agreements  or  provisions  of  this  Agreement,  the
prevailing  party  in such action or proceeding shall be entitled to recover all
costs  and expenses of such action or proceeding, including, without limitation,
attorneys'  fees,  charges,  disbursements  and  the  fees  and  costs of expert
witnesses.

     16.16  Business  Days. As used herein, the term "BUSINESS DAY" shall mean a
            --------------                            ------------
day  that is not a Saturday, Sunday or legal holiday. In the event that the date
for  the  performance  of  any covenant or obligation under this Agreement shall
fall  on  a  Saturday, Sunday or legal holiday, the date for performance thereof
shall  be  extended  to  the  next  Business  Day.

     16.17  Termination. In the event that this Agreement is terminated pursuant
            -----------
to the terms hereof, this Agreement and all of the provisions hereof shall be of
no  further  force  or effect and neither party shall have any further rights or
obligations  hereunder  other  than  pursuant to any provision contained in this
Agreement which expressly survives such termination. Buyer and Seller shall each
pay  its  own  fees  and  expenses  incident to the negotiation, preparation and
execution  of  this  Agreement  and  the  obtaining  of  the necessary approvals
thereof,  including  fees  and  expenses  of  its counsel, accountants and other
experts.  In addition, Seller and Buyer (and their representatives) shall return
to  the  other all copies of books, records, documents and other papers given by
Seller  or  Buyer  (or  their  representatives)  to  the  other  (or  their
representatives); provided, however, that nothing contained herein shall relieve
                  -----------------
any  party  hereto  from  liability  for any knowing breach or inaccuracy of any
representation  or  warranty  contained  herein or any failure to comply with or
satisfy  any  covenant  or  agreement contained herein. Notwithstanding anything
herein  to  the  contrary, the obligations of the parties under Section 17 below
                                                                ----------
shall  survive  any  abandonment  or  termination  of  this  Agreement.

17.  NON-DISCLOSURE/CONFIDENTIALITY.
     ------------------------------

     From  and  after  the  date  of this Agreement until the Closing, or in the
event  that  the  Closing  shall  not  occur,  then  thereafter, Buyer shall not
disclose to any third-party (other than to its directors, officers and employees
having  a  need  to  know  such  information  in connection with the transaction
contemplated  hereby,  or  to its attorneys, accountants, consultants, investors
and  lenders),  or  use  for  any  purpose  other  than  as contemplated by this
Agreement,  any  proprietary or confidential information regarding the Seller or
Saxton  Incorporated.  Buyer  agrees  not  to  disseminate  any  proprietary  or
confidential  information  regarding the Seller or Saxton Incorporated to others
except  as  hereinabove described, nor to use or permit to be used through their
agents,  employees  or  others on behalf of Buyer to damage the Seller or Saxton
Incorporated.  The  preceding  two  (2) sentences shall not apply to information
that  (i)  is,  was or becomes generally known or available to the public or the
industry  other  than  as a result of a disclosure by Buyer in violation of this
Agreement; (ii) was previously known by Buyer; (iii) is subsequently obtained by
Buyer  from  an  independent  third  party  source  having  no  obligation  of
confidentiality  to  Seller  or  Saxton  Incorporated; or (iv) is required to be
disclosed  by  law.  Buyer  shall  advise  Seller,  in  writing, of any request,
including a subpoena or similar legal inquiry, to disclose any such confidential
information,  such  that  Seller  can  seek  appropriate  legal  relief.

18.  PUBLIC  ANNOUNCEMENTS.
     ---------------------

     Buyer  and  Seller  shall  consult with each other before issuing any press
release or otherwise making any public statements with respect to this Agreement
and  shall  not  issue  any such press release or make any such public statement
prior  to  such  consultation, except as may be required by law on the advice of
counsel.


                                       17
<PAGE>
IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
day  and  year  first
above  written.

BUYER:                              NEVADA  DIVERSIFIED  EQUITY,  LLC,
                                    a  Nevada  limited  liability  company

                                    By:  DIVERSIFIED  EQUITY  FINANCIAL  CORP.,
                                         a  Delaware  corporation


                                    By
                                       -----------------------------------------
                                            John  W.  Pacheco,  President



SELLER:                             DIAMOND  KEY  HOMES,  INC,
                                    an  Arizona  corporation



                                    By
                                       -----------------------------------------
                                            James  C.  Saxton,  CEO




                                    By
                                       -----------------------------------------
                                            Eugene  L.  Baker,  President


ESCROW  AGENT:

The  undersigned  Escrow  Agent  hereby  accepts the foregoing Purchase and Sale
Agreement  and Joint Escrow Instructions and agrees to act as Escrow Agent under
this  Agreement  in  strict  accordance  with  its  terms.

                                    TITLE  GUARANTY  AGENCY  OF  ARIZONA,  INC.

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

                                    Name:
                                         ---------------------------------------

                                    Title:
                                          --------------------------------------

                                    Date:  May ____, 2000


                                       18
<PAGE>
                               AGREEMENT BY SAXTON


     Saxton  Incorporated  ("SAXTON")hereby  acknowledges and agrees that Nevada
                           ----------
Diversified  Equity,  LLC  and/or  its  assignee  ("BUYER") is entering into the
Purchase  and  Sale  Agreement  and  Joint  Escrow  Instructions  to  which this
Agreement is attached (THE "PURCHASE AGREEMENT") in reliance upon the reputation
                            ------------------
and  financial  strength  of  Saxton  as  a principal in Diamond Key Homes, Inc.
("SELLER").  Accordingly,  Saxton  hereby  agrees  to  be  jointly and severally
responsible  for  all obligations of Seller under the Purchase Agreement, and in
the  event Seller fails to fully and timely perform any of its obligations under
the  Purchase Agreement, Saxton shall, immediately upon the request of or demand
by  Buyer,  fully  perform  any  and  all  such  obligations.

                                    SAXTON  INCORPORATED,
                                    a  Nevada  corporation


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


                                    Its
                                       -----------------------------------------


                                       19
<PAGE>