NICHOLAS INVESTMENT CO INC
ACQUISITION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>agree.txt
<DESCRIPTION>ACQUISITION AGREEMENT
<TEXT>
                              ACQUISITION AGREEMENT


     This  Agreement  is  entered  into as this 1st day of April,  2002,  by and
between Nicholas  Investment  Company,  Inc., a Nevada  corporation  hereinafter
referred to as NIVI,  and Virgin Lakes Development Corp., a Nevada corporation
hereinafter referred to as VLD.

                                                               RECITALS

     A. NIVI is a full reporting trading company (symbol NIVI) having 50,000,000
share of $.001 par value stock of which 11,345,250 are issued and outstanding.

     B. VLD is a real  estate  development  company  that  owns 65% or better of
three related  companies i.e.,  Shadow Ridge Water Company (a Arizona  company),
H&L Specialties (a Nevada company) and Town Square
LLC                        (a Arizona company).

     C. NIVI desires to acquire 100% of the equity  interests of VLD in exchange
for common stock.

     D. The parties wish to formalize their agreement.


     NOW THEREFORE,  IN CONSIDERATION OF THEIR MUTUAL PROMISES AND COVENANTS SET
FORTH HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:

     1.  Purchase  Agreement:  NIVI hereby agrees to purchase 100% of the equity
interest  (common  stock) from the  shareholders  of VLD in exchange  for common
stock.  Equity  interests are set forth in Exhibit A attached  hereto and made a
part hereof.

     2.  Exchange:  NIVI  hereby  agrees to  transfer  to VLD or its assigns Six
Million  (6,000,000)  shares of common  voting stock in exchange for 100% of the
equity  interest of VLD in said  assets,  hereinafter  listed as Exhibit A. Said
transfer  will  be  made  contemporaneously  with  the  receipt  of  the  assets
heretofore referred to by VLD.

     3.  Business  Purpose:  The  parties  acknowledge  that the purpose of this
transaction is to provide NIVI with ongoing real estate  development,  municipal
water distribution and sewer system businesses.
     4. Exempt Transaction:  All parties acknowledge and agree that any transfer
of securities  pursuant to this  Agreement  will  constitute an exempt  isolated
transaction and that the securities  received in such transfer or exchange shall
not be registered under Federal or State securities law.

     5.  Transfer  of  Securities:  All parties  acknowledge  and agree that the
common  stock of NIVI  received  by VLD  shall be  distributed  directly  to the
interest holders of VLD or their assigns.

     6. Unregistered  Securities:  VLD is aware and acknowledges that the shares
of  NIVI  to be  transferred  will  be  unregistered  securities  and may not be
transferred  by the  shareholders  of VLD unless  subsequently  registered or an
exemption from  registration is available.  The  certificates  representing  the
shares  issued to VLD will bear a legend to the effect  that the shares have not
been registered and cannot be transferred unless  subsequently  registered or an
exemption from registration is available.

     7. Default: In the event any party defaults in performing any of its duties
or obligations  under this  Agreement,  the party  responsible  for such default
shall pay all costs  incurred by the other party in  enforcing  its rights under
this  Agreement or in obtaining  damages for such  default,  including  costs of
court and reasonable  attorney fees,  whether  incurred  through legal action or
otherwise and whether incurred before or after judgment.

     8. Notices: Any notice or correspondence  required or permitted to be given
under this  Agreement may be given  personally  to an individual  party or to an
officer or registered  agent of a corporate  party or may be given by depositing
such notice or  correspondence  in the U. S. Mail postage prepaid,  certified or
registered,  return receipt  requested,  addressed to the party at the following
address:

                        Nicholas Investment Company, Inc.
                           2220 Otay Lake Road, #50925
                           Eastlake, California 91915

                      Virgin Lakes Development Corporation
                              5017 Cliff Rose Drive
                             Las Vegas, Nevada 89130

     Any notice  given by mail shall be deemed to be  delivered on the date such
notice is  deposited  in the U. S. Mail.  Any party may change its  address  for
purpose  of this  Agreement  by giving  written  notice to the other  parties as
provided  above.  9. Binding:  This Agreement  shall be binding upon the parties
hereto and upon their respective heirs, representatives, successors and assigns.
10.  Governing Law: This Agreement  shall be governed by and construed under the
laws of the State of Nevada.

     11. Authority:  The parties executing this Agreement on behalf of corporate
parties  represent  that they have been  authorized  to execute  this  Agreement
pursuant  to  resolutions  of  the  Boards  of  Directors  of  their  respective
corporations.

     12. Signatures: This Acquisition Agreement may be signed in counterparts.

     IN WITNESS WHEREOF, the parties have executed this Acquisition Agreement as
of the day and year first written above.


                  NICHOLAS INVESTMENT COMPANY, INC.



                  By:/S/ John Kirchner



                  VIRGIN LAKES DEVELOPMENT CORP.



                  By:/S/ Darryl E. Schuttloffel


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