<PAGE>
                                                       APPENDIX 1
    THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES
   SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING

                            COMMERCIAL

               CONTRACT TO BUY AND SELL REAL ESTATE

                                                    June 12, 1998
1)  PARTIES AND PROPERTY.

     Marc W. Logan, Robb MacMillan and Jack Wasserman, M.D. a 
     Professional Corporation
Buyer(s) , agree to buy, and the undersigned seller, The Southshore
Corporation, agrees to sell, on the terms and conditions set forth
in this contract, the following described real estate in the County
of Arapaho, Colorado, to wit:

     See attached Exhibit "A":

known as 10750 East Briarwood Avenue, Englewood, Colorado 80112,
together with all interest of Seller in vacated streets and alleys
adjacent thereto, all assessments and other appurtenances thereto,
all improvements thereon and all attached fixtures thereon, except
as herein excluded (collectively the Property).

2)  INCLUSIONS/EXCLUSIONS.  The purchase price includes the
following items (a) if attached to the Property on the date of this
contract: lighting, heating, softeners, smoke/fire/burglar alarms,
security devices, inside telephone wiring and connecting
blocks/jacks, plants, mirrors, floor coverings, intercom systems,
built-in kitchen appliances, sprinkler systems and controls;  (b)
if on the Property whether attached or not on the date of this
contract: storm windows, storm doors, window and porch shades,
awnings, blinds, screens, curtain rods, drapery rods, all keys and 
(c)  all personal property owned by the Seller presently located on
the Property used in the operation or maintenance of the Property
in its "as is" condition.

The Above-described included items (Inclusions) are to be conveyed
to Buyer by Seller by bill of sale at the closing, free and clear
of all taxes, liens and encumbrances, except as provided in Section
12.  The following attached fixtures are excluded from this sale:\

     NONE

3)  PURCHASE PRICE AND TERMS. The purchase price shall be
$2,000,000.00, payable in U.S. dollars by Buyer as follows: 
(Complete the applicable terms below.)

     (a)  Earnest Money.

$75,000.00 in the form of cash, bank cashier s check or bank wire
transfer, as earnest money deposit and part payment of the purchase

                           -1-
<PAGE>

price, payable to and held by Stewart Title in it s trust account
on behalf of both Seller and Buyer. Stewart Title is authorized to
deliver the earnest money deposit and any accrued interest to the
closing agent, if any, at or before closing.

     The balance of $1,925,000.00 (purchase price less earnest
 money) shall be paid as follows:

     (b)  Cash at Closing.

$1,925,000.00, plus closing costs, to be paid by Buyer at Closing
in Funds which comply with all applicable Colorado laws, which
include cash, electronic transfer funds, certified check, savings
and loan teller s check, and cashier s check (Good Funds).  
     
     (c)  New Loan.  [See Section 4]

     (d)  Assumption.  N/A 

   4. FINANCING CONDITIONS AND OBLIGATIONS.

     This offer is specifically contingent on Buyer s ability to
obtain a loan of $1,400,000.00 at an interest rate not to exceed
10% for a term no less than 15 years, and an amortization rate no
less than 25 years and with origination fees no greater than 3%
within 45 days of CDMEC. Buyer shall deliver to seller a true copy
of the financing commitment from seller s lender.

   5. APPRAISAL PROVISION.  (Check only one box.)  This Section 5

     ________shall apply     __X_____shall not apply

If this Section 5 applies, as indicated above, Buyer shall have the
sole option and election to terminate this contract if the purchase
price exceeds the Property s valuation as determined by an
appraiser engaged by Buyer.  The contract shall be terminated by
the Buyer causing the Seller to receive written notice from lender
which confirms the Property s valuation is less than the purchase
price, on or notice of termination on or before the appraisal
deadline, Buyer waives any right to terminate under this section.

   6. COST OF APPRAISAL.  Cost of any appraisal to be obtained after
the date of this contract shall be timely paid by Buyer.

   7. ASSIGNABLE.  This contract shall be assignable by Buyer with
Seller s prior written consent; such consent shall not be
unreasonably withheld. It is anticipated that Buyer s will be
organizers, incorporators or founders of a business entity, such as
a corporation or limited liability company formed to hold title to
the Southshore Property. Except as so restricted, this contract
shall inure to the benefit of and be binding upon the heirs,
personal representatives, successors and assigns of the parties. 

                             -2-
<PAGE>
   8. EVIDENCE OF TITLE.  Seller shall furnish to Buyer, at Seller s
expense, a current commitment for owner s title insurance policy in
an amount equal to the purchase price on or before 14 CDMEC (Title
Deadline).  Buyer may require of Seller that copies of instruments
listed in the schedule of exceptions (Exceptions) in the title
insurance commitment also be furnished to Buyer at Seller s
expense.  This requirement shall pertain only to instruments shown
of record in the office of the clerk and recorder of the designated
county or counties.  The title insurance commitment, together with
any copies of instruments furnished pursuant to this Section 8,
constitute the title documents (Title Documents).  Buyer, or
Buyer s designee, must request Seller, in writing, to furnish
copies of instruments listed in the schedule of exceptions no later
than 10 calendar days after title Deadline.  Seller will pay the
premium at closing and have the title insurance policy delivered to
Buyer as soon as practicable after closing.

   9. TITLE.

      (a)Title Review.  Buyer shall have the right to inspect the
title Documents.  Written notice by Buyer of unmerchantability of
title or of any other unsatisfactory title condition shown by the
Title Documents shall be signed by or on behalf of Buyer and given
to Seller on or before 10 calendar days after Title Deadline, or
within five (5) calendar days after receipt by Buyer of any Title
Document(s) or endorsement (s) adding new Exception(s) to the title
commitment together with a copy of the Title Document adding new
Exception(s) to title.  If seller does not receive Buyer s notice
by the date(s) specified above, Buyer accepts the condition of
 title as disclosed by the Title Documents as satisfactory. 

      (b)Matters Not Shown by the Public Records.  Seller shall
deliver to Buyer, on or before the Title Deadline set forth in
Section 8, true copies of all lease(s) and survey(s) in Seller s
possession pertaining to the Property and shall disclose to Buyer
all easements, liens or other title matters not shown by the public
records of which Seller has actual knowledge.  Buyer shall have the
right to inspect the Property to determine if any third party(s)
has any right in the Property not shown by the public records (such
as an unrecorded easement, unrecorded lease, or boundary line
discrepancy).  Written notice of any unsatisfactory condition (s)
disclosed by Seller or revealed by such inspection shall be signed
by or on behalf of Buyer and given to Seller on or before 30 CDMEC. 
If Seller does not receive Buyer s notice by said date, Buyer
accepts title subject to such rights, if any, of third parties of
which Buyer has actual knowledge.
     
      (c)Right to Cure.  If Seller receives notice of
unmerchantability of title or any other unsatisfactory title
condition(s) as provided in subsection (a) or (b) above, Seller
shall use reasonable effort to correct said unsatisfactory title
condition(s) on or before the date of closing, this contract shall
                        -3-
<PAGE>

then terminate; provided, however, Buyer may, by written notice
received by Seller, on or before closing, waive objection to said
unsatisfactory title conditional(s).

  10. INSPECTION.  Buyer or any designee shall have the right to
have inspection(s) of the physical condition of the Property and
Inclusions at Buyer s expense.  If written notice of any
unsatisfactory condition, signed by or on behalf of Buyer, is not
received by Seller on or before 45 CDMEC (Objection Deadline), the
physical condition of the Property and Inclusions shall be deemed
to be satisfactory to Buyer.  If such notice is received by Seller
as set forth above, and if Buyer and Seller have not agreed, in
writing, to a settlement thereof on or before 60 CDMEC (Resolution
Deadline), this contract shall terminated three calendar days
following the Resolution Deadline, and the Deposit shall be
returned; unless, within the three calendar days, Seller receives
written notice from Buyer waiving objection to any unsatisfactory
conditions.  Buyer is responsible for and shall pay for any damage
which occurs to the Property and Inclusions as a result of such
inspection.

  11. DATE OF CLOSING.  The date of closing shall be 90 CDMEC, or by
mutual agreement at an earlier date.  The place of closing shall be
at Stewart Title, 50 South Steele Street, Suite 600, Denver,
Colorado, at an hour to be mutually agreed upon.

  12. TRANSFER OF TITLE. Subject to tender or payment at closing as
required herein and compliance by Buyer with the other terms and
provisions hereof, Seller shall execute and deliver a good and
sufficient General Warranty deed to Buyer, on closing, conveying
the Property free and clear of all taxes except the general taxes
for the year of closing, and except none other.  Title shall be
conveyed free and clear of all liens for special improvements
installed as of the date of Buyer s signature hereon, whether
assessed or not, except (I) distribution utility assessments
(including cable TV), (ii) those matters reflected by the Title
Documents accepted by Buyer in accordance with subsection 9(a),
(iii) those rights, if any, of third parties in the property not
shown by the public records in accordance with subsection 9(b),
(iv) inclusion of the Property within any special taxing district,
and (v) subject to building and zoning regulations.

  13. PAYMENT OF ENCUMBRANCES.  Any encumbrance required to be paid
shall be paid by Seller at or before closing from the proceeds of
this transaction or from any other source.

  14. CLOSING COSTS, DOCUMENTS AND SERVICES.  Buyer and Seller shall
pay, in Good Funds, their respective closing costs and all other
items required to be paid at closing, except as otherwise provided
herein.  Buyer and Seller shall sign and complete all customary or
required documents at or before closing.  Fees for real estate
closing services shall not exceed $400.00 and shall be paid at
                
                              -4-
<PAGE>

closing by Buyer and Seller equally.  The local transfer tax, if
any, shall be paid at closing by Seller.  Any sales and use tax
that may accrue because of this transaction shall be paid when due
by Buyer.

  15. PRORATIONS.  General taxes for the year of closing, based on
the most recent levy and the most recent assessment, rents, water
and sewer charges, owner s association dues, and other similar
items shall be prorated to date of closing.

  16. POSSESSION.  Possession of the Property shall be delivered to
Buyer as follows:

     On date of delivery of deed at the Closing.

If Seller, after closing, fails to deliver possession on the date
herein specified, Seller shall be subject to eviction and shall be
additionally liable to Buyer for payment of $1,000 per day from the
date of agreed possession until possession is delivered.

  17. CONDITION OF AND DAMAGE TO PROPERTY.  Except as otherwise
provided in this contract, the Property and Inclusions shall be
delivered in the condition existing as of the date of this
contract, ordinary wear and tear excepted.  In the event the
Property shall be damaged by fire or other casualty prior to time
of closing, in an amount of not more than ten percent of the total
purchase price, Seller shall be obligated to repair the same before
the date of closing.  In the event such damage is not repaired
within said time or if the damages exceed such sum, this contract
may be terminated at the option of Buyer and all Deposits shall be
immediately returned.  Should Buyer elect to carry out this
contract despite such damage, Buyer shall be entitled to credit for
all the insurance proceeds resulting from such damage to the
Property and Inclusions, not exceeding, however, the total purchase
price.  Should any Inclusion(s) or Service(s) fail or be damaged
between the date of this contract and the date of closing or the
date of possession, whichever shall be earlier, then Seller shall
be liable for the repair or replacement of such Inclusion(s) or
service(s) with a unit of similar size, age and quality, or an
equivalent credit, less any insurance proceeds received by Buyer
covering such repair or replacement.

  18. TIME OF ESSENCE/REMEDIES.  Time is of the essence hereof.  If
any note or check received as earnest money hereunder or any other
payment due hereunder is not paid, honored or tendered when due, or
if any other obligation hereunder is not performed or waived as
herein provided, there shall be the following remedies:

     (a)  IF BUYER IS IN DEFAULT:  (Check one box only.)

     (1)  Specific Performance.  N/A

                             -5-
<PAGE>
     (2)  Liquidated Damages.  All payments and things of
value received hereunder shall be forfeited by Buyer and retained
on behalf of Seller and both parties shall thereafter be released
from all obligations hereunder.  It is agreed that such payments
and things of value are LIQUIDATED DAMAGES and (except as provided
in subsection (c) are SELLER S SOLE AND ONLY REMEDY for Buyer s
failure to perform the obligations of this contract.  Seller
expressly waives the remedies of specific performance and
additional damages. 

     (b)  IF SELLER IS IN DEFAULT: Buyer may elect to treat this
contract as canceled, in which case all payments and things of
value received hereunder shall be returned and Buyer may recover
such damages as may be proper, or Buyer may elect to treat this
contract as being in full force and effect and Buyer shall have the
right to specific performance or damages, or both.

     (c)  COSTS AND EXPENSES: Anything to the contrary herein
notwithstanding, in the event of any arbitration or litigation
arising out of this contract, the arbitrator or court shall award
to the prevailing party all reasonable costs and expenses,
including attorney fees.

  19. EARNEST MONEY DISPUTE.  Notwithstanding any termination of
this contract, Buyer and Seller agree that, in the event of any
controversy regarding the earnest money and things of value held by
broker or closing agent, unless mutual written instructions are
received by the holder of the earnest money and things of value,
broker or closing agent shall not be required to take any action
but may await any proceeding, or at broker s or closing agent s
option and sole discretion, may interplead all parties and deposit
any moneys or things of value into a court of competent
jurisdiction and shall recover court costs and reasonable attorney
fees.

  20. ALTERNATIVE DISPUTE RESOLUTION: MEDIATION.  If a dispute
arises relating to this contract, and is not resolved, the parties
involved in such dispute (Disputants) shall first proceed in good
faith to submit the matter to mediation.  The Disputants will
jointly appoint an acceptable mediator and will share equally in
the cost of such mediation.  In the event the entire dispute is not
resolved within thirty (30) calendar days from the date written
notice requesting mediation is sent by one Disputant to the
other(s), the mediation, unless otherwise agree, shall terminate. 
This section shall not alter any date in this contract, unless
otherwise agreed.

  21. ADDITIONAL PROVISIONS:  (The language of these additional
provisions has not been approved by the Colorado Real Estate
Commission.)

                            -6-
<PAGE>

See attached Addendum for Additional Provisions, Paragraphs a)
through o).

  22. RECOMMENDATION OF LEGAL COUNSEL.  By signing this document,
Buyer and Seller acknowledge that the Selling Company or the
Listing Company has advised that this document has important legal
consequences and has recommended the examination of title and
consultation with legal and tax or other counsel before signing
this contract.

  23. TERMINATION.  In the event this contract is terminated, all
payments and things of value received hereunder shall be returned
and the parties shall be relieved of all obligations hereunder,
subject to Section 19.

  24. SELLING COMPANY BROKER RELATIONSHIP.  The selling broker,
(none), and its salespersons have been engaged as  (none).  Selling
Company has previously disclosed in writing to the Buyer that
different relationships are available which include buyer agency,
seller agency, subagency, or transaction-broker.

  25. NOTICE TO BUYER.  Any notice to Buyer shall be effective when
received by Buyer, or if this box is checked ______ when received
by Selling Company.

  26. NOTICE TO SELLER.  Any notice to Seller shall be effective
when received by Seller or Listing Company.

  27. MODIFICATION OF THIS CONTRACT.  No subsequent Modification of
any of the Terms of this contract shall be valid, binding upon the
parties, or enforceable unless made in writing and signed by the
parties.

  28. ENTIRE AGREEMENT.  This contract, along with the attached
ADDENDUM, paragraphs a) through p), constitutes the entire contract
between the parties relating to the subject hereof, and any prior
agreements pertaining thereto, whether oral or written, have been
merged and integrated into this contract.

  29. NOTICE OF ACCEPTANCE: COUNTERPARTS.  This proposal shall
expire unless accepted in writing, by Buyer and Seller, as
evidenced by their signatures below, and the offering party
receives notice of such acceptance on or before June 16, 1998 at
5:30 P. M. MST (Acceptance Deadline).  If accepted, this document
shall become a contract between Seller and Buyer.  A copy of this
document may be executed by each party, separately, and when each
party has executed a copy thereof, such copies taken together shall
be deemed to be a full and complete contract between the parties. 
   
                         -7-
<PAGE>
Marc W. Logan
Robb MacMillan
Jack Wasserman, M.D. a Professional Corporation
9361 S. Princeton Lane
Highlands Ranch, Colorado 80126

BUYER:  /s/ Marc W. Logan                       DATE:  6/16/98
By: Marc W. Logan

BUYER:  /s/ Robb MacMillan                      DATE:  6/16/98
By: Robb MacMillan

BUYER:  /s/ Jack Waserman, M.D.                 DATE:  6/16/98
By: Jack Wasserman, M.D. a Professional Corporation


SOUTHSHORE CORPORATION
10750 East Briarwood Avenue
Englewood, Colorado  80112


SELLER:  /s/ Kenneth M. Dalton                  DATE:  6/16/98
By: Kenneth M. Dalton, President




       

                               -8-
<PAGE>
                             ADDENDUM

To that certain Commercial Contract to Buy and Sell Real Estate
dated June 12, 1998 by and between Marc W. Logan, Robb MacMillan
and Jack Wasserman, M.D. a Professional Corporation as Buyer, and
Southshore Corporation, as Seller, concerning certain real property
located at 10750 East Briarwood Avenue, Englewood, Colorado.  If
any provision in the printed form of said contract is inconsistent
with any provision contained herein, then and in that event the
provision contained in this Addendum shall control.

  21.  ADDITIONAL PROVISIONS:

   a)Hazardous Materials/ADA Disclosure.  The parties acknowledge
that various materials utilized in the construction of any
improvements situated on the Property may contain materials that
may have been or may be in the future determined to be toxic,
hazardous or undesirable ("Hazardous Materials"), and may need to
be specifically treated or removed.  In addition, the land ("Land")
upon which the Property is situated may have been subjected to
underground sources.  Current and future federal, state and local
laws may require the cleanup of the Hazardous Materials at the
expense of those parties who have been in the chain of title of
ownership of the Property.  The parties further acknowledge that
the Property may be subject to the Americans With Disabilities Act
("ADA"), a federal law, which requires, among other matters, that
tenants and/or owners of "public accommodations" remove barriers in
order to make the Property accessible by disabled persons and
provide auxiliary aids and services for hearing, vision or speech
impaired persons. Seller warrants that a Phase I Environmental
Report has been prepared in the last 60 days and that no hazards of
any kind were shown.

   b)Inspection.  Section 10 shall be amended by the addition of
the following language: The term "inspection" shall include but not
be limited to an inspection of the roof, walls, structural
integrity of the Property, and inspection of the inclusions, and a
determination of the existence or nonexistence of asbestos and urea
formaldehyde insulation or lead-based paint, PCB transformers,
radon gas, hazardous or toxic substances, and/or underground
storage tanks in or on the Property and all books, records,
maintenance agreements, construction documents or any other
documents relating to the water park, it s finances or operation.
The Buyer shall not permit any mechanic s or materialmen s liens to
be filed against the Property and hereby indemnifies and holds the
Seller harmless from and against any liability, damage, expense or
cost which may be incurred by the Seller in connection with any
mechanic s or materialmen s liens which may be filed against the
Property as a result of the provisions of this contract.  This
indemnity shall specifically include attorneys  fees and any costs
incurred by the Seller to enforce this indemnity.

                             -9-
<PAGE>

   c)Calendar Days.  In the event any date called for herein falls
on a Saturday, Sunday or Federal or State holiday, said date shall
be extended to the next business day following such Saturday,
Sunday or Federal or State holiday.

   d)CDMEC.  As used in this contract, the term "CDMEC" shall be
defined as calendar days from mutual execution of this contract.

   e)Survey.  On or before sixty (60) calendar days from the waiver
or satisfaction of the contingencies set forth in Section 10 and 21
(e), Seller shall furnish to Buyer, at Seller s expense, a current
monumented or pinned Improvement Survey Plat ("Survey") prepared by
a land surveyor licenses in the State of Colorado.  The Survey
shall be verified to Seller, Buyer, and the title insurance company
and performed on the Property and shall show thereon the correct
legal description, acreage and square footage; location of all
fences, hedges or walls on or within two (2) feet of all sides of
all boundaries of the Property; all boundary line dimensions; the
dimension and location of all improvements; any and all ditches,
easements, rights-of-way, and adjacent roadways, if any; and the
location of all visible utilities on the Property and all
underground utilities for which there is visible surface Property
and all underground utilities for which there is visible surface
evidence.  The Survey shall reflect all exceptions to title (where
applicable) as reflected on the title commitment and shall disclose
that a physical inspection on the Property revealed no improvements
situated upon or adjacent to the Property are the subject of any
encroachments, and that no easements or rights-of-way have been
physically violated in any respect.  In the event the items
reflected in the Survey are not in conformance with the provisions
of this paragraph and written notice of Buyer s objections is
received by Seller within seven (7) calendar days from the date of
receipt of said Survey by Buyer, Seller shall have a period of
seven (7) calendar days from the date of receipt of said notice in
which to cure any such defects.  In the event such defects are not
cured within said seven (7) calendar-day period, this contract
shall terminate at Buyer s option.  If said written notice of
Buyer s objections to the Survey is not received by Seller or if
Buyer elects to waive the objections to the Survey, the Survey
shall be accepted and this contract shall remain in full force and
effect.

Seller shall deliver to Buyer the foregoing items, in Seller s
possession, within seven (7) calendar days from mutual execution of
this contract. If Buyer is not satisfied with the results of said
examination and written notice thereof is received by Seller within
thirty (30) calendar days from the mutual execution of this
contract, this contract shall terminate.  If said written notice is
not received by the Seller within the time period specified above,
this contingency shall be waived and the contract shall remain in
full force and effect. 
                             -10-
<PAGE>
   f)Health and Hospitals Notice.  Seller represents that as of
this date no notices, either written or verbal, have been received
from the Department of Health and Hospitals or from any local,
county, state or federal governmental agency requiring corrective
measures to the Property.  If any such notices are received prior
to closing, Seller agrees to disclose the same, in writing, to
Buyer immediately upon receipt thereof.  Upon the receipt of any
notice, Seller shall have a period of thirty (30) calendar days in
which to correct and cure the defect.  The closing shall take place
five (5) calendar days after said 30-calendar-day period expires,
unless such date falls on a Saturday, Sunday or Federal or State
holiday, in which event the closing shall take place on the next
business day following such Saturday, Sunday or Federal or State
holiday or on the date of closing a set forth in the contract,
whichever is later.  However, in the event the defect is not cured
within said 30-calendar-day period, this contract shall terminate
at Buyer   option.  If Buyer is not satisfied with Seller s cure of
any defects and written notice thereof is received by Seller within
two (2) calendar days after said 30-calendar-day period expires,
this contract shall terminate.  If said written notice is not
received by Seller within the time period specified above, the
provisions of this paragraph shall be waived and this contract
shall remain in full force and effect.

   g)Management and Maintenance.  Seller agrees to continue
reasonable management and maintenance of the improvements on the
Property from and after the date of mutual execution of this
contract to the closing date, to commit no waste or nuisance and
not to knowingly violate any zoning ordinance or building permit. 
Seller agrees that all insurance shall be kept in effect by the
Seller until the closing date.  Seller further agrees to maintain
the Property in good repair and in the same condition, ordinary
wear and tear excepted, as of this date and not to remove any
personal property from the Property.  Seller further agrees to
assign to Buyer on the closing date all existing contractors or
manufacturers  warranties on the Property, if any.  Seller shall
complete replacement of all stairways.

   h)Notice Provision.  All notices, demands and requests required
to be given by either party to the other shall be in writing and
shall either be hand mail, return receipt requested, postage
prepaid, addressed to the parties at the addresses set forth herein
or at such other addresses as the parties may designate in writing
delivered pursuant to this provision.  Any notice when given as
provided herein shall be deemed to have been delivered on the date
personally served or transmitted by facsimile, or two (2) calendar
days subsequent to the date that said notice was deposited with the
United States Postal Service.

   i)Fax Transmittals.  The Buyer and Seller agree that a facsimile
transmittal of this contract shall be considered as an originally
executed document and shall be binding upon the parities hereto. 

                            -11-
<PAGE>


The Buyer and Seller further agree that each, originally executed
contract which was transmitted by facsimile shall be delivered to
the appropriate party via U.S. mail, messenger, or other acceptable
delivery service within seven (7) calendar days from the date of
said facsimile transmittal.

   j)Indemnification.  Seller shall not permit any mechanic s or
materialmen s liens to be filed against the Property and hereby
indemnifies and holds the Buyer harmless from and against any
liability, damage, expense or cost which may be incurred by the
Buyer in connection with any mechanic s or materialmen s liens
which may be filed against the Property as a result of the
provisions of this contract.  This indemnity shall specifically
include attorney s fees and any costs incurred by the Buyer to
enforce this indemnity.

   k)Lien Release.  This contract is contingent upon Seller
obtaining agreement with the approximately 35 holders of $955,000
in 10% notes secured by the indenture which is security for the
loan.

   l)Shareholder Approval.  The proposed sale of the Southshore
Property is subject to a vote of shareholders of Southshore at a
meeting duly called for that purpose and pursuant to a Proxy
Statement or Information Statement to be filed with and cleared by
the U.S. Securities and Exchange Commission as soon as possible and
prior to closing.

If such shareholder approval is not forthcoming and Buyer is ready,
willing and able to perform under the terms and conditions of this
contract, Seller will immediately reimburse Buyer for all actual
and documented costs and expenses of Due Diligence of the
Southshore Property incurred by principals, excluding any fees or
salaries paid to principles. These costs shall not exceed
$75,000.00. Seller shall receive all copies of reports and Due
Diligence if Board approval is not obtained and upon reimbursement
of expenses to Buyer.

   m)Seller acknowledges that Buyers are licensed Real Estate
Brokers acting on their own behalf as principles.

   n)Buyers acknowledge that Seller has obtained a backup purchase
arrangement for the Southshore Property from South Suburban Parks
and Recreation District, subject to approval by Arapahoe, Jefferson
and Douglas Counties. Buyers agree that neither they nor their
agents, employees, attorneys, nor assigns will interfere, directly
or indirectly, in any process, hearing or decision making procedure
whereby the foregoing counties consider or decide said matter.

   o)Buyer agrees that Seller may, at it s option, deem this
contract terminated on the 45th day of CDMEC if buyer has not
delivered to Seller a financing commitment  letter. The deposit
                         
                              -12-
<PAGE>

will be returned in full to Buyer at that time. Seller thereafter
shall be free to contract with South Suburban Park and Recreation
District.
















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