JAMES, DRIGGS, WALCH, SANTORO,
                           KEARNEY, JOHNSON & THOMPSON
                                    ATTORNEYS
                     3773 HOWARD HUGHES PARKWAY, SUITE 290N
MARK  A.  JAMES             LAG  VEGAS,  NEVADA  89109     JAMES E WHITMIRE, III
JOHN  E  LEACH                                             BRAD"  M.  BALLARD
GREGORY  J.  WALD.             TEL  (702)  791-0308        ELISABETH E WACHSMAN
NICHOLAS  J  SANTORO           FAX  (702)  791-1912        L  KIRK  WILLLIAMS
MICHAEL  E.  KEARNEY         EMAIL  FIRM@JAMES-LAW.COM     DEAN  5.  BENNETT
J  DOUGLAS  DRIGGS,  JA.                                   MARK  5  KATO
RICHARD  F.  HOLLEY                                        KIRBY C GRUCHOW, JP
DAY.  G  JOHNSON                                           JENNIFER  LAZOVICH
RONALD  J.  THOMPSON                                       AND.,  K  ROOM
JOHN  E  HAN                                               RODNEY  5  WOODBURY




                                          April 26, 2000

Mr.  John  Keilly
Mr.  James  Saxton

     Re: SAXTON/KEILLY  TRANSACTION

Dear  Messrs  Keilly  and  Saxton:

This  letter  memorializes the agreement between James C. Saxton and John Keilly
made  on  this  date.

     1.     On or before May 12, 2000, Saxton and/or Diamond Key will deliver to
Keilly  deeds in-lieu of foreclosure on the Suncliff V and El Mirage projects in
Arizona.

     2.     On  or  before  April  27, 2000, Saxton will convey to U.S. Mortgage
Corporation  the  80  acres  known  as  "Taylor  Ranch" at which time all Saxton
guarantees  on  this project will be released. On or before April 27, 2000, U.S.
Mortgage  will  retain  ownership  of North Airport Center, a 26 acre parcel, to
which  it currently has title and all Saxton guarantees on this project shall be
released.

     3.     In  exchange  for  releases  of  all  other  Keilly  debt (or Keilly
originated  debt)  on  which Saxton or any affiliate is obligated directly or by
virtue  of  a guarantee relating to matters other than the projects mentioned in
this  letter,  which  releases  shall  be  delivered  on or before May 12, 2000,
(except  for  the open notes for which releases will be given on or before April
27,  2000), on or before April 27, 2000, Saxton will cause Diamond Key to assign
to  Keilly or his designee or an entity owned in whole or in part by Keilly, the
agreement  and  any extension thereto to acquire the property (known as "Gladden
Farms"  in  Marana,  Arizona (the "Gladden Contract"). Such assignments shall be
unconditional.

     4.     The  membership  interest  in Corte Madera, LLC held by U.S.Mortgage
Corporation  will  be  assigned  to  Saxton or its designee on or before May 12,
2000, at which time all Saxton related debt in connection with this project will
be  released.


<PAGE>
John Keilly
James Saxton
April 26, 2000
Page 2

     5.     On  or  before  April  28, 2000, Keilly will deliver directly to the
owner  of  Gladden  Farms,  on  behalf of Gladden Farms, LLC, an entity owned in
whole  or  in  part  by Keilly, or any other entity owned in whole or in part by
Keilly,  the  sum  necessary  to  effect  an  extension of the Gladden Contract,
pursuant  to  the Second Addendum to Purchase Agreement, attached hereto, or any
other  document  necessary  to  effectuate an extension of the Gladden Contract.

DATED this ______ day of April, 2000.        DATED this _____day of April, 2000.

REVIEWED  AND  APPROVED  BY:                 REVIEWED  AND  APPROVED  BY:


______________________________               ________________________________
JAMES  C.  SAXTON                            JOHN  KEILLY

SAXTON,  INC.                                DIAMOND  KEY  HOMES,  INC.




BY: __________________________               By: ____________________________
JAMES C.  SAXTON,  President                     JAMES  C.  SAXTON
                                                 Chief Executive  Officer


<PAGE>
                      SECOND ADDENDUM TO PURCHASE AGREEMENT



     REFERENCE  is  hereby  made  to  that certain Purchase Agreement previously
entered  into  between  Diamond Key Homes, Inc. as Purchaser and S and R Gladden
Farms,  L,L,C,  as  Seller for the purchase and sale of real property located in
Pima County, Arizona. According to the terms of said Purchase Agreement, closing
was  scheduled  to  occur  on  January  4,  2000.  Thereafter, by addendum dated
December  3,  1999,  closing  was  extended  to  May  4,  2000.

     Purchaser has requested that the scheduled closing date be further extended
until  July  31,  2000.  To  that  end,  Purchaser  and Seller agree as follows:

          1.     This  Second  Addendum  shall  serve  as  a  supplement  to the
Purchase Agreement and the Addendum to the Purchase Agreement previously entered
into between Purchaser and Seller and shall not either add to or delete from the
obligations  of  either  party,  except  as  specifically  set  forth  herein.

          2.     Purchaser agrees to amend the purchase price to the sum of Nine
Million Seven Hundred Four Thousand Eight Hundred Ninety Six Dollars and  no/100
($9,704,896.00).  Should  Purchaser  elect  to close escrow of the real property
prior  to  July  31, 2000, the purchase price of the real property only shall be
reduced  by the sum of Two Thousand Eight Hundred Twelve Dollars ($2,812.00) per
day  for  each  day  the  closing  occurs  earlier  than  July  31,  2000.

          3.     Purchaser  further  agrees  to  deposit  Additional  Subsequent
Earnest  Money  with  Escrow  Agent  in  the  amount  of  One  Million  Dollars
($1,000.000.00)  on or before close of business on April 28, 2000.  Escrow Agent
is  hereby  instructed  to pay said Additional Subsequent Escrow Money, together
with  all  accrued interest, directly to Seller upon demand and without recourse
by  Purchaser  unless  Seller defaults in the execution of the closing documents
and  delivery  of free and clear title.  The Additional Subsequent Earnest Money
and  any interest thereon shall apply as a credit to the Purchase Price at Close
of  Escrow.

          4.     Seller  further  agrees to permit the assignment of Purchaser's
interest  in  the  Purchase  Agreement to Gladden Farms L.L.C., a Nevada Limited
Liability  Company,  in  accordance  with paragraph 23, page 11 of said Purchase
Agreement.  Seller  and Purchaser agree that Seller's consent is limited to this
assignment  only,  is  granted  for the purpose of facilitating the close of the
transaction  contemplated  by  the Purchase Agreement, and is conditioned on the
actual  conveyance  of title to Gladden Farms, L.L.C. a Nevada Limited Liability
Company.  Purchaser  and  Seller agree that the consent to assignment granted by
Seller  is  so  limited,  does  not constitute a waiver of Seller's rights under
Paragraph 23 of the Purchase Agreement, is not applicable to any other assignee,
and  does  not  release  Purchaser  from  any other obligations set forth in the
Purchase  Agreement  or  the  Addendum  to  the  Purchase  Agreement.

          5.     Purchaser  consents  to  the  transfer  of  escrow  for  this
transaction  from Chicago Title to Title Security, 5255 E Williams Circle, Suite
2045,  Tucson,  Arizona 85711; fax - (520) 747-1403 due to the relocation of the
escrow agent, Judy Martin Sussalla; however, the title insurance shall be issued
by  Chicago  Title  in accordance  with the preliminary title reports previously
issued  by  it.  By  signing this Second Addendum to Purchase Agreement, Gladden
Farms, L.L.C., a Nevada Limited Liability Company acknowledges and agrees to the
limited  assignment  hereby  agreed  to  by Seller and all terms and obligations
previously  agreed  to  by  Purchaser  and  Seller,

          6.     Saxon  Homes, a corporation, by signing this Second Addendum to
the  Purchase  Agreement releases any and all claims it may have to the property
or  this  transaction.

          7.     Purchaser  agrees that Seller has made no representations as to
any  additional  escrow  closing  extensions  of  time  and waives any claim for
additional  time in the event it or its assignee is unable to close escrow on or
before  July  31,  2000.  Purchaser  further  confirms  that  all  escrow monies
previously  paid  ,  as  well  as  the  Additional  Subsequent Ernest Money paid
pursuant  to this Second Addendum to Purchase Agreement, are without recourse to
Purchaser  or  its  assignee  for  any  reason whatsoever, including planning or
zoning  approval, unless Seller fails to execute conveyance of the real property
at  escrow  closing.


<PAGE>
          8.     In  consideration  of  the  foregoing,  Seller  agrees that the
current  closing  date  of  May  4,  2000  is  extended  to  July  31,  2000.

          AGREED  TO  on  the  dates set forth opposite the signatures below.

                           PURCHASER:     Diamond  Key  Homes,  Inc.
                                          an  Arizona  corporation


DATE: _______________                     By:  _________________________________
                                               Eugene  Baker
                                               Its  President



                                          Saxton Incorporated

DATE: _______________                     By:  _________________________________
                                               Jim  Saxton
                                               Its  CEO


<PAGE>