ASHCROFT HOMES CORP
PURCHASE AND SALE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>ashcroft8kex102_522003.txt
<DESCRIPTION>PURCHASE AND SALE AGREEMENT
<TEXT>
EXHIBIT 10.2

                           PURCHASE AND SALE AGREEMENT
                             (Thraemoor in the Park)


THIS  PURCHASE  AND  SALE  AGREEMENT  (this  "Agreement")  is  entered  into and
effective as of as of this 18th day of April,  2003, by and between Thraemoor in
the Park), LLC, a Colorado limited liability company  ("Seller"),  whose address
is 9051 E. Mineral Circle, Suite 200,  Centennial,  Colorado 80112, and Ashcroft
Homes Corporation,  a Colorado Corporation,  or its permitted assigns hereunder,
whose  current  address is c/o 56 Inverness  Drive East,  Suite 105,  Englewood,
Colorado 80112 ("Purchaser").

                                    RECITALS:

     A.  Seller  is the  fee  owner  of  that  certain  real  property  and  all
improvements  thereon  and  appurtenances  thereto  located  in  the  County  of
Jefferson, State of Colorado (the "Property"),  which Property is defined herein
and further  described on Exhibit A attached hereto and  incorporated  herein by
this reference.

     B. Purchaser desires to acquire the Property from Seller.

     C. The Seller and  Purchaser  hereby agree to the terms and  provisions  of
this Agreement.

AGREEMENT

     1. Definitions.
     ---------------
     For purposes of this Agreement, the following terms shall have the meanings
set forth below:

          1.1 "Closing"
          -------------
          shall  mean the date of  execution  and  delivery  of the  "Deed",  as
     defined below, and other documents necessary to consummate Seller's sale of
     the Property and the Residences to Purchaser.

          1.2 "Contracts"
          ---------------
          shall  mean  and  refer  to  all   contracts,   agreements   or  other
     arrangements,  written or oral, which are in any manner associated with, or
     which  may have any  rights  or  connection  to,  the  Property,  a Lot,  a
     Residence,  that  are  still in  effect,  or for  which  there  remain  any
     outstanding obligations or entitlements,  at the time of Closing, and which
     have been set forth and  disclosed  to  Purchaser  by Seller on  Exhibit B,
     attached hereto and incorporated herein by this reference,  which have been
     reviewed and not objected to by  Purchaser as further  provided  under this
     Agreement.

          1.3 "Lot" or "Lot(s)"
          ---------------------
          shall  mean  those  portions  of the  Property  designated  as such in
     Exhibit  A,  which,   as  a  result  of  the  approval  of  the  applicable
     jurisdiction  and recordation of the respective plats therefore in the real
     property  records of Arapahoe  County,  Colorado,  are, or will be prior to
     Closing  of  the  respective   conveyance  of  title  thereto  as  provided
     hereunder,  fully  subdivided  and  separately  conveyable  lots,  with all
     necessary development-ready services to the

                                        1
<PAGE>

     lot line,  according to the applicable  laws regarding the  subdivision and
     development of property in Colorado and the applicable  county in which the
     respective Lot is located. For purposes of this Agreement, the term Unit s)
     is included  within the  definition of Lots to the extent and as applicable
     to those Lots upon which properly permitted construction of a Unit had been
     commenced at the time of Closing hereunder.

          1.4 INTENTIONALLY OMMITTED

          1.5 "Permitted Exceptions"
          --------------------------
          shall mean the  following,  only to the extent that they are not Title
     Defects as defined under Section 4.5 of this Agreement:  (i) any easements,
     restrictions  or  conditions  shown on the Final Plat;  (ii) real  property
     taxes and assessments for the year of Closing and subsequent  years;  (iii)
     building,  zoning  and  other  applicable  ordinances  and  regulations  of
     Jefferson County,  Colorado (the "County");  (iv) any and all reservations,
     exceptions, easements, rights of way, restrictive covenants, conditions and
     other matters that may be recorded in the records of the County; (v) taxes,
     assessments,  fees or charges,  if any, resulting from the inclusion of the
     Property in any water and sanitation district and any and all other special
     taxing districts in which the Property is included;  (vi) any defects in or
     objections to title to the Property caused by Purchaser or any one claiming
     by,  through  or under  Purchaser;  (vii) any  condition  which is open and
     obvious  on the  ground or which a survey  would  disclose;  and (viii) any
     other reservations,  exceptions, easements, rights-of-way, or other matters
     which are  waived  or deemed  waived by  Purchaser  pursuant  to  Section 4
     hereof.

          1.6 INTENTIONALLY OMMITTED

          1.7 "Plans"
          -----------
          shall mean and refer to all plans and  specifications  applicable to a
     Unit  constructed or to be constructed on a Lot,  inclusive of all detailed
     construction plans, as built drawings, all specifications therefore and any
     and all changes, amendments and modifications thereof.

          1.8 "Property",
          ---------------
          as described  above and in Exhibit A, shall mean and consist of the 43
     Lots together with single family attached units (the "Unit(s)")  located on
     certain  of the Lots that are in  various  stages of  completion,  plus the
     completed  Units as further  defined  herein,  plus the net proceeds of the
     sale and closing of any Lot that occurs prior to the Closing hereunder. For
     purposes of this  paragraph  and this  Agreement,  the "net proceeds of the
     sale and  closing of any Lot that occurs  prior to the  Closing  hereunder"
     shall mean and  include  the gross  proceeds of the sale and closing of any
     Lot  hereunder,  including any completed  Unit thereon,  minus all costs of
     sale  approved  by  Purchaser  and any  other  costs  regarding  the Lot or
     completed Unit that would be otherwise  credited against the Purchase Price
     for same under this  Agreement,  which net proceeds amount will be escrowed
     from  and out of the  Closing  of the sale of the  respective  Lot and held
     pending the Closing hereunder.

                                        2
<PAGE>

          1.9 "Completed Unit(s)"
          -----------------------
          shall mean and include the single family attached unit and all related
     improvements  constructed or to be constructed on the Lot(s); together with
     the Plans  associated with the Unit constructed or to be constructed on the
     Lot, and all Contracts regarding the Lot or Unit.

     2. Purchase and Sale.
     ---------------------

          2.1 Agreement for Purchase and Sale.
          ------------------------------------
          In  consideration  of the mutual  obligations  set forth below and for
     other good and valuable  consideration,  the sufficiency of which is hereby
     acknowledged  by the parties  hereto,  Seller  agrees to sell and Purchaser
     agrees to buy the Property  according to the terms and conditions set forth
     in this Agreement.

          2.2 Purchase Price.
          -------------------
          The Purchase  Price  ("Purchase  Price") for the Property shall be and
     include:  (i) assumption of the existing land and unit  construction  loans
     for the Lots and/or  Units,  or  obtaining  new  financing  on the Lots and
     Units,  (collectively,  "Unit Construction Financing"),  in accordance with
     the schedule of such outstanding Unit  Construction  Financing as set forth
     on Exhibit C attached  hereto and  incorporated  herein by this  reference,
     totaling in the approximate aggregate the sum of $1,112,579 to Compass Bank
     for the  Acquisition  loan  and  $993,711  to  Compass  Bank  for the  Unit
     construction  loans (to be adjusted at  closing).  (ii)  assumption  of, or
     conversion of all investor debt obligations of Seller directly  encumbering
     the Property,  currently totaling, in the approximate aggregate, the sum of
     $1,035,000  to  On  the  Hill  Development  (to  be  adjusted  at  closing)
     (collectively,  the "Property  Obligations")  as further  described and set
     forth on  Exhibit  C,  attached  hereto  and  incorporated  herein  by this
     reference,  subject to the approval of each of said Property Obligations by
     Purchaser as further set forth in this Agreement;  (iii)  assumption of the
     monetary   obligation  for  earnest  money  deposits  from   purchasers  of
     individual Lots and Units  previously  given to Seller as further set forth
     and described on Exhibit C, attached hereto and incorporated herein by this
     reference  (in  conjunction  with  and to the  extent  of the  transfer  to
     Purchaser  from Seller of the said  earnest  money  deposits at the time of
     Closing  hereunder);  (iv)  satisfaction of the  outstanding  Subcontractor
     Payables in the  approximate  amount  $32,211 of and  outstanding  property
     taxes in the amount of $17,862 as disclosed on Exhibit C of this agreement,
     attached  hereto and  incorporated  herein by this  reference;  (v) plus an
     equity amount to be determined  prior to closing in the form of Purchaser's
     common stock.

     3. Completion of Units.
     -----------------------
     In  addition to the  Purchase  Price to be paid by  Purchaser  to Seller as
herein set forth,  Purchaser  shall  complete  the Units and assume all warranty
obligations  to initial  purchasers  of said Units  subject to the terms of this
Agreement   regarding  such  warranties.   Matters  herein  regarding   warranty
obligations shall survive the Closing.

     4. Purchaser's Investigations and Reviews.
     ------------------------------------------

                                        3
<PAGE>

          4.1 Title Insurance Commitment.
          -------------------------------
          Within ten (10) days after  execution and acceptance of this Agreement
     by Seller,  Seller  shall  deliver or cause to be  delivered to Purchaser a
     title insurance  commitment (the "Title  Commitment",  Exhibit B) issued by
     North American Title Company ("Title Company")  together with copies of all
     recorded  exceptions to title  referred to therein  (collectively  with the
     Title Commitment, the "Title Documents"), showing merchantable title to the
     Property to be vested in Seller and  committing to insure such title to the
     Property in Purchaser or Purchaser's  agreed  assignees or designees by the
     issuance as of the Closing  date  hereunder  of its  standard  form owner's
     policy of title  insurance  in the amount of the Purchase  Price,  deleting
     there from the  pre-printed  Standard  Exceptions and containing  only such
     other exceptions as are not objected to by Purchaser as otherwise  provided
     in this  Agreement.  Purchaser  shall  be  entitled  to  review  the  Title
     Documents  as part of its  investigations  hereunder,  as further set forth
     herein.

          4.2 Title Defects.
          ------------------
          If,  upon  review  of  the  Title  Documents,  Purchaser  asserts  the
     existence  of any  encumbrance,  encroachment,  defect  in or other  matter
     affecting  title  which,  in  Purchaser's  opinion,  renders  title  to the
     Property,  unmarketable or otherwise unacceptable, and which Purchaser does
     not  waive  (any of the  foregoing  shall  be  deemed  a  "Title  Defect"),
     Purchaser will give Seller written  notice of such Title  Defect(s)  within
     ten (10)  business  days  after  Purchaser's  discovery  of each such Title
     Defect and, in any case, on or before the date of Closing. After receipt of
     such  notice,  Seller  shall use such efforts and expend such amount as are
     reasonable  to  remove or cure any such  Title  Defects  prior to  Closing.
     Seller shall have no  obligation,  however,  to cure any Title  Defect.  If
     Seller elects,  in its sole  discretion,  to cure any Title Defect,  Seller
     may, by written  notice to Purchaser  within five (5) days of such election
     but, in any event, prior to the date of Closing, extend the date of Closing
     for a period up to thirty (30) days (the "Title Defect Extension") in order
     to attempt to cure such Title Defect.  If Seller elects to invoke the Title
     Defect  Extension,  Seller shall give written  notice to Purchaser when any
     Title Defect is cured and Closing shall occur on the tenth (10th)  business
     day  following  the  giving of such  notice or such other date to which the
     parties  may agree  which  shall be, in any event,  prior to the end of the
     thirty (30) day time period referenced above for Title Defect extension. If
     Seller  does not or is unable to so remove or cure all such  Title  Defects
     prior to Closing,  Purchaser  may: (i) waive all such uncured Title Defects
     and accept  such title as Seller is able to convey as of  Closing;  or (ii)
     terminate  this  Agreement and all parties shall be relieved of any further
     obligations hereunder.

     Seller shall be entitled to use and rely on the net  proceeds  from Closing
     otherwise  due to the  Seller in order to cure or remove  any Title  Defect
     which may be removed by payment of an ascertainable amount of money and for
     which the title policy will delete or  affirmatively  insure over the Title
     Defect  so cured in  conjunction  with,  and at the time of,  the  Closing.
     Purchaser  agrees  that any Title  Defect  shall be deemed  cured if Seller
     shall cause the Title  Defect to be deleted from the Title  Commitment  and
     the "Title Policy" as defined below, or if Seller obtains affirmative title
     insurance  protection  inuring to the purchaser with respect  thereto at or
     before the Closing.

                                        4
<PAGE>

          4.3 Property Inspections & Document Reviews.
          --------------------------------------------
          Purchaser  shall be entitled to Inspect the  Property,  and review all
     documents  and other  matters  connected  with or related to the  Property,
     including only by way of example,  and expressly  without  limitation,  the
     Plans,  the Contracts,  Real Estate Listing  Agreements,  the Lot purchaser
     Earnest Money Deposits and related purchase  agreements,  the Subcontractor
     Payables,  and the Unit Construction  Financings,  for its satisfaction and
     approval. If Purchaser is not satisfied with its inspection of the Property
     or its review of any of the above  referenced or other documents or matters
     regarding   the   Property,   and   Purchaser   notifies   Seller   of  its
     dissatisfaction  on or before the Closing Date  hereunder,  then  Purchaser
     shall be entitled to terminate this Agreement.  Upon such termination,  all
     parties  hereto shall be released  from any and all  obligations  hereunder
     except to the extent expressly  provided for otherwise,  and this Agreement
     shall be of no further  force and effect.  For purposes of this  Agreement,
     the  Inspection  Period,  as  that  term  may be  otherwise  used  in  this
     Agreement,  shall  mean and refer to the  period of time from and after the
     mutual execution of this Agreement to and including the Closing Date.

          4.4 Entry Limitations and Waiver.
          ---------------------------------
          Purchaser,   its   authorized   agents,   employees  and   independent
     contractors,  shall have the right, for Purchaser's  benefit, to enter upon
     the Property for the purpose of conducting all  reasonable  investigations,
     inspections  and studies  thereof.  Any entry by or on behalf of  Purchaser
     shall be subject  to such  reasonable  rules,  regulations,  standards  and
     conditions as Seller may impose,  but in a manner so as not to unreasonably
     interfere  with  Purchaser's  rights to inspect  the  Property  and conduct
     reasonable tests thereof.  All  inspections,  tests and studies shall be at
     the sole cost and expense of Purchaser. Purchaser shall not damage, destroy
     or harm the Property,  or unreasonably  impact the vegetation thereon while
     conducting  any  inspection,   test  or  study,   and  Purchaser  shall  be
     responsible for promptly repairing and reasonably restoring the Property to
     its original  condition at Purchaser's sole cost and expense.  In addition,
     Purchaser  acknowledges  that dangerous  conditions may exist on and in the
     vicinity of the Property. Purchaser hereby waives all claims for any injury
     suffered by Purchaser  resulting from  Purchaser's  entry upon the Property
     and not caused by Seller's gross negligence or intentional misconduct.  The
     preceding   acknowledgement  and  waiver  shall  survive  Closing  and  any
     termination of this Agreement.

          4.5 Indemnity.
          --------------
          Purchaser  agrees  to  indemnify  and hold  Seller  harmless  from and
     against  any claim,  demand,  liability,  lien,  cost or  expense  asserted
     against Seller,  the Property arising out of or resulting from the activity
     of  Purchaser's  investigations  thereof,  and to pay Seller all reasonable
     costs and  expenses,  including  reasonable  attorney's  fees,  incurred in
     successfully defending any such matter;  provided, that Purchaser shall not
     be liable to Seller for such claims as may be the result of Seller's  gross
     negligence or intentional misconduct.  Notwithstanding any of the terms and
     provisions  of  this  Agreement  to  the  contrary,   this  indemnification
     obligation of Purchaser  shall survive  Closing and any termination of this
     Agreement.

          4.6 Plans.
          ----------
          Seller  agrees to assign to Purchaser,  at no cost to  Purchaser,  the
     Seller's  rights to use the Plans  that are  currently  being used to build
     Units upon the Property. Seller represents that said Plans are complete and
     usable as assigned.  Any and all  additional  work required or necessary to
     amend Plans and/or make any  requested or desired  changes  shall be at the
     sole cost of Purchaser.

                                        5
<PAGE>

     5. Title.
     ---------

          5.1 Status of Title.
          --------------------
          At Closing,  Seller shall convey to Purchaser  good and marketable fee
     simple title to the Property.

          5.2 Issuance of Title Policy.
          -----------------------------
          At  Closing,  Seller  shall  cause the  Title  Company  to  issue,  or
     unconditionally  commit  to issue at  Seller's  expense,  to  Purchaser  or
     Purchaser's  designee,  its standard form owner's policy of title insurance
     insuring  marketable,  insurable  title to the  Lot(s) in the amount of the
     Purchase Price,  deleting the pre-printed Standard Exceptions,  but subject
     to the Permitted Exceptions (the "Title Policy"). Any endorsements,  beyond
     the pre-printed  Standard Exceptions or in addition to those resulting from
     Title Defects, requested by Purchaser shall be paid for by Purchaser.

          5.3 Special Taxing Districts.
          -----------------------------
          SPECIAL  TAXING  DISTRICTS  MAY  BE  SUBJECT  TO  GENERAL   OBLIGATION
     INDEBTEDNESS  THAT IS PAID BY REVENUES  PRODUCED  FROM ANNUAL TAX LEVIES ON
     THE  TAXABLE  PROPERTY  WITHIN  SUCH  DISTRICTS.  PROPERTY  OWNERS  IN SUCH
     DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX
     BURDENS TO SUPPORT THE  SERVICING  OF SUCH DEBT WHERE  CIRCUMSTANCES  ARISE
     RESULTING  IN  THE   INABILITY  OF  SUCH  A  DISTRICT  TO  DISCHARGE   SUCH
     INDEBTEDNESS  WITHOUT  SUCH AN INCREASE IN MILL  LEVIES.  PURCHASER  SHOULD
     INVESTIGATE  THE DEBT  FINANCING  REQUIREMENTS  OF THE  AUTHORIZED  GENERAL
     OBLIGATION  INDEBTEDNESS  OF SUCH  DISTRICTS,  EXISTING MILL LEVIES OF SUCH
     DISTRICT SERVICING SUCH INDEBTEDNESS,  AND THE POTENTIAL FOR AN INCREASE IN
     SUCH MILL LEVIES.

     6. Seller's Representations, Warranties and Covenants.
     ------------------------------------------------------
     Seller represents, warrants and covenants to Purchaser as follows:

          6.1 Good Title.
          ---------------
          Seller owns good,  marketable  and  insurable  fee simple title to the
     Property, subject to the Permitted Exceptions.

          6.2 No Third-Party Interests.
          -----------------------------
          Seller has not granted to any party any  options,  contracts  or other
     agreements  with  respect to a  purchase  or sale of the  Property,  or any
     portion thereof or any interest therein except existing listing  agreements
     regarding  the  marketing  and sale of Lots and Units  entered  into in the
     ordinary course of business ("Real Estate Listing agreements").

          6.3 No Possessory Rights.
          -------------------------
          Except for any rights of possession  under the  Permitted  Exceptions,
     there are no parties in possession of any of the Property, and there are no
     other  rights of  possession  or use,  which have been granted to any third
     party.

                                        6
<PAGE>

          6.4 Notices.
          ------------
          Seller has no knowledge, and Seller has not received notice that : (i)
     the Property is in violation of any applicable statutes,  ordinances, codes
     (including, but not limited to, zoning, building,  subdivision,  pollution,
     environmental   protection,   water  disposal,   health,  fire  and  safety
     engineering  codes),  or the rules and  regulations  of,  any  governmental
     authority having jurisdiction over the Property;  (ii) any actions,  suits,
     proceedings  or claims are pending or threatened  with respect to or in any
     manner  affecting the Property,  or the ability of Seller to consummate the
     transaction  contemplated by this Agreement; or (iii) there are any pending
     or threatened  condemnation or similar  proceedings or special  assessments
     affecting the Property, or any part thereof.

          6.5 Environmental Conditions.
          -----------------------------
          Seller has no knowledge,  and Seller has not received notice,  of: (i)
     any violation of Applicable Environmental Laws relating to the Property; or
     (ii) the presence,  use,  storage or discharge of any Hazardous  Substances
     on, in or under the Property.

          As used herein,  the term "Applicable  Environmental  Laws" shall mean
     any  local,  state  or  federal  law,  rule or  regulation,  pertaining  to
     environmental regulation,  contamination, cleanup or disclosure, including,
     without limitation, the Comprehensive Environmental Response,  Compensation
     and Liability Act of 1980, as amended,  (42 U.S.C.  ss. 9601, et seq.), the
     Resource,  Conservation and Recovery Act, as amended,  (42 U.S.C. ss. 6901,
     et seq.),  Superfund  Amendments and  Reauthorization  Act of 1986 (Pub. L.
     99-499 100 Stat.  1613),  the Toxic  Substances  Control Act (15 U.S.C. ss.
     2601, et seq.),  the Emergency  Planning and Community Right to Know Act of
     1986 (42 U.S.C. ss. 1101, et seq.) and all amendments of the foregoing,  or
     any state superlien or environmental  clean-up or disclosure  statutes.  As
     used herein, the term "Hazardous  Substances" shall mean all substances and
     materials   which  are  included  under  or  regulated  by  any  Applicable
     Environmental  Law  together  with  asbestos,   polychlorinated  biphenyls,
     petroleum and raw materials which include hazardous constituents.

          6.6 Authority.
          --------------
          Seller is a limited  liability company duly organized and existing and
     in good  standing  under the laws of the State of Colorado.  Seller has the
     full right and authority to enter into this  Agreement and  consummate  the
     transaction  contemplated by this Agreement. All requisite company or other
     entity action has been taken by Seller in connection with the entering into
     of this Agreement, the documents and instruments referenced herein, and the
     consummation of the transactions  contemplated  hereby. Each of the persons
     and entities signing this Agreement on behalf of Seller is authorized to do
     so.  Seller shall  furnish to Purchaser  any and all  documents to evidence
     such authority, as Purchaser shall reasonably request.

          6.7 "AS IS, WHERE IS" Disclaimer of Warranties:
          -----------------------------------------------

                                        7
<PAGE>

               6.7.1 Purchaser  acknowledges  and agrees:  Except as provided or
          expressly represented herein,  neither Seller nor anyone acting for or
          on  behalf  of  Seller,  makes or  agrees  to make,  except  as may be
          otherwise  expressly set forth herein, any  representation,  warranty,
          statement  or  promise  to  Purchaser  concerning  the  Property,  the
          quality,  value, physical aspects or condition thereof; any dimensions
          or  specifications  of the Property,  the  feasibility,  desirability,
          convertibility  of the  Property for or into any  particular  use, the
          current or  projected  income or expenses of the Property or any other
          matter  with  respect  to  the  Property;   that  entering  into  this
          Agreement, Purchaser has not relied upon any representation, statement
          or  warranty  of Seller or anyone  acting  for or on behalf of Seller,
          other  than as  expressly  contained  in this  Agreement  and that all
          matters  concerning  the  property,  including the maximum size of any
          improvements that can be constructed thereon,  have been independently
          verified by Purchaser and that  Purchaser is  purchasing  the Property
          based upon its own inspection and examination thereof;  that Purchaser
          is purchasing the Property "AS IS" and "WHERE IS" with all faults; and
          that Purchaser  does hereby waive and Seller does hereby  disclaim all
          Warranties,   whether  expressed  or  implied,  including  by  way  of
          description    but   not   limitation,    those   of    marketability,
          merchantability   of  title,   fitness  for  a   particular   purpose,
          tenantability,  habitability,  use  and  all  warranties  relating  to
          compliance by the property with any applicable  governmental  laws and
          regulations including, without limitation,  building and zoning codes,
          the  soil  conditions  of the  Property,  and  the  compliance  by the
          Property  with  any  environmental  requirements..  The  terms of this
          paragraph  will survive the closing and  conveyance of the Property to
          Purchaser by Seller.

          6.8 Omissions; Indemnity.
          -------------------------
          All  representations  and warranties  made by Seller in this Article 6
     are free from any  untrue  statement  of  material  fact and do not omit to
     state any material facts necessary to make the statements  contained herein
     or therein  not  misleading.  Each of the  representations  and  warranties
     contained in this Article 6 are  acknowledged  by Seller to be material and
     to be relied upon by Purchaser in proceeding with this  transaction,  shall
     be deemed to have been  remade by Seller as of the date of the  Closing and
     shall  survive  the  Closing  for a  period  of five  years.  Seller  shall
     indemnify and hold Purchaser  harmless and defend  Purchaser from any loss,
     liability or expense,  including  reasonable  attorneys' fees,  incurred by
     Purchaser  for any claim made against  Purchaser by reason of the breach or
     inaccuracy of any of the foregoing representations or warranties.

     7. Purchaser's Representations and Warranties.
     ----------------------------------------------
     Purchaser represents and warrants to Seller as follows:

          7.1 Authority.
          --------------
          Purchaser is a Corporation  duly  organized,  validly  existing and in
     good standing under the laws of the State of Colorado, and is authorized to
     conduct business in the State of Colorado. Purchaser has the full right and
     authority  to enter into this  Agreement  and  consummate  the  transaction
     contemplated by this  Agreement.  All requisite  corporate  action has been
     taken by Purchaser in connection  with the entering into of this Agreement,
     the instruments  referenced herein, and the consummation of the transaction
     contemplated  hereby.  Each of the persons signing this Agreement on behalf
     of Purchaser is authorized to do so.  Purchaser shall furnish to Seller any
     and all documents to evidence such  authority,  as Seller shall  reasonably
     request.

                                        8
<PAGE>

          7.2 Investigations.
          -------------------
          Prior to the end of the  Inspection  Period,  Purchaser  will make all
     investigations it deems necessary or prudent  concerning its acquisition of
     the Property and its intended development and Marketing of same, including,
     without  limitation,  investigations  into soils conditions,  environmental
     conditions,  and environmental  assessment,  if any, obtained by Purchaser,
     suitability of the grading plans for the subdivision, and the status of any
     applicable home owner's association.

          7.3 INTENTIONALLY OMMITTED

          7.4 Omissions; Indemnity.
          -------------------------
          All representations and warranties made by Purchaser in this Agreement
     are free from any  untrue  statement  of  material  fact and do not omit to
     state any material facts necessary to make the statements  contained herein
     or therein  not  misleading.  Each of the  representations  and  warranties
     contained  in this ARTICLE 7 are  acknowledged  by Purchaser to be material
     and to be relied upon by Seller in proceeding with this transaction,  shall
     be deemed to have been  remade by  Purchaser  as of the date of the Closing
     and shall survive the Closing.  Purchaser  shall  indemnify and hold Seller
     harmless and defend Seller from any loss,  liability or expense,  including
     reasonable  attorneys' fees,  incurred by Seller for any claim made against
     Seller by  reason  of the  breach  or  inaccuracy  of any of the  foregoing
     representations or warranties.

          7.5 INTENTIONALLY OMMITTED

     8. Seller's Undertakings Pending Closing.
     -----------------------------------------

          8.1 Title and Survey.
          ---------------------
          Until the earlier of the Closing or the termination of this Agreement,
     Seller  agrees not to do anything,  and not to permit  anything to be done,
     which  would  impair  or modify  the  status of title as shown on the Title
     Commitment or the Survey,  or to otherwise  affect,  encumber or impair the
     Property in any manner,  unless  specifically  agreed to by  Purchaser as a
     part of Seller's cure of any Title Defect hereunder.

          8.2 Advise Purchaser.
          ---------------------
          Until the earlier of the Closing or the termination of this Agreement,
     Seller  agrees to notify  Purchaser  promptly  upon  learning or  receiving
     notice, whichever first occurs, of:

                    8.2.1 Prior to Closing.
                    -----------------------
                    Until the earlier of the closing or the  termination of this
               Agreement,  Seller  agrees  to  notify  Purchaser  of any  event,
               transaction,  or  occurrence  prior to the Closing which would or
               might materially affect the Property, or any part thereof; or any
               other agreement with respect to the Property.

                    8.2.2 Representations and Warranties.
                    -------------------------------------
                    Any   fact  or   event   which   would   make   any  of  the
               representations   or  warranties  of  Seller  contained  in  this
               Agreement  untrue or misleading in any material  respect or which
               would cause Seller to be in violation of any of its  covenants or
               other undertakings or obligations hereunder.

                                        9
<PAGE>

                    8.2.3 Litigation.
                    -----------------
                    Any pending or threatened (and unresolved)  litigation which
               affects the Property,  or any part thereof, or which would affect
               the transaction contemplated hereby.

                    8.2.4 Damage.
                    -------------
                    Any damage or destruction  (excluding  normal wear and tear)
               to the Property, or any part thereof.

                    8.2.5 Condemnation.
                    -------------------
                    Any  pending or  threatened  (and  unresolved)  condemnation
               which would affect the Property, or any part thereof.

                    8.2.6 Bankruptcy.
                    -----------------
                    Any threatened  (and  unresolved) or pending  proceedings in
               bankruptcy or insolvency which would affect the Property,  or any
               person or entity owning any interest therein.

                    8.2.7 Default.
                    --------------
                    Any default  under any  agreement  which would affect all or
               any part of the  Property or the,  or any act or  omission  which
               with the passage of time or the giving of notice,  or both, would
               constitute such a default.

               Upon the  happening  of any one or more of the  events  described
               above, Purchaser,  upon receipt of the notice herein provided for
               regarding  such  items  or  events,  shall  have  the  option  of
               accepting  the fact or event for  which it  received  notice  or,
               alternatively and at its election, terminating this Agreement via
               written  notification  thereof to Seller on or before the Closing
               Date.

     9. Conditions Precedent to Obligations to Close.
     ------------------------------------------------

          9.1 Conditions Precedent to Purchaser's Obligation to Close.
          ------------------------------------------------------------
          Purchaser shall not be obligated to close hereunder unless each of the
     following conditions shall exist on the date of the Closing:

                    9.1.1 Title Policy.
                    -------------------
                    The  Title   Company   shall  be   prepared   to  issue  (or
               unconditionally commit to issue) the Title Policy as described in
               Section 5.2.

                    9.1.2 Accuracy of Representations.
                    ----------------------------------
                    The representations and warranties made by Seller in ARTICLE
               6 shall be true and  correct on and as of the  Closing  Date with
               the same  force and  effect as though  such  representations  and
               warranties  had  been  made on and as of the  Closing  Date,  and
               Seller will so certify.

                    9.1.3 Seller's Performance.
                    ---------------------------
                    Seller shall have  performed all  covenants and  obligations
               and complied with all conditions required by this Agreement to be
               performed  or  complied  with by Seller on or before the  Closing
               Date.

                                       10
<PAGE>

                    9.1.4 Property Inspections and Document Reviews.
                    ------------------------------------------------
                    Purchaser   shall  have   completed  all  desired   Property
               Inspections  and Document  Reviews  allowed  under Section 4.3 of
               this  Agreement  within the  Inspection  Period and  expressed no
               dissatisfaction thereof that was not cured to its satisfactions.

                    9.1.5 Financing, Funding & Payment.
                    -----------------------------------
                    Purchaser  shall have secured the financing and the funding,
               converted all investor debt  obligations and obtained any and all
               lender consents to any assumption of acquisition,  development or
               construction loans on terms acceptable to them.

          9.2 Conditions Precedent to Seller's Obligation to Close.
          ---------------------------------------------------------
          Seller shall not be obligated  to close  hereunder  unless each of the
     following conditions shall exist on the date of Closing:

                    9.2.1 Lender Consent.
                    ---------------------
                    Purchaser shall use reasonable effort to obtain all required
               consents to such  purchase by current  Lenders on the Property if
               assumption of debt is used by Purchaser.

                    9.2.2 Bring Current and Assume.
                    -------------------------------
                    Purchaser agrees to assume the current disclosed liabilities
               on  the  Property  to  the  extent  expressly  provided  in  this
               Agreement.

                    9.2.3 Release.
                    --------------
                    Gene  Osborne  and  Osborne  Holding  Corporation  and their
               affiliates  shall be released by all lenders of the  Property all
               liability on the  indebtedness  associated with the Property that
               is  specifically  described  herein and for which such release is
               otherwise expressly required hereunder.  If such releases are not
               obtained,  Seller  may agree to  accept in lieu of such  releases
               full  and  unconditional  indemnification  by  Purchaser  of Gene
               Osborne,  Osborne Holding  Corporation and their  affiliates from
               and against any and all liability to all lenders.

                    9.2.4 Investors.
                    ----------------
                    All investors and subordinate  deed of trust holders holding
               obligations secured by the Property,  or any portion thereof, and
               the  Seller,  and who are  otherwise  specifically  disclosed  to
               Purchaser  and described  herein as requiring  such consent shall
               have consented to the sale.

                    9.2.5 INTENTIONALLY OMMITTED

                    9.2.6 INTENTIONALLY OMMITTED

     10. Closing.
     ------------
     Purchaser and Seller agree that closing ("Closing") shall occur as follows:

          10.1 Closing Date and Place.
          ----------------------------
          The Closing will  occur on May 30,  2003,  or such earlier date as may
     be mutually agreed to by the parties (the "Closing Date"). The Closing will
     take place at a time and a location designated by mutual agreement.  Except
     as  expressly  provided in this  Agreement,  the Closing  Date shall not be
     extended and time shall be of the essence as to the Closing Date.

                                       11
<PAGE>

          10.2 Closing Documents.
          -----------------------
          At Closing, the parties will take the following actions:

                    10.2.1 Special Warranty Deed.
                    -----------------------------
                    Seller will  deliver or cause to be delivered to Purchaser a
               special warranty deed, in form and substance  consistent with the
               requirements  of this  Agreement  and the Title  Commitment,  and
               satisfactory to Purchaser or its counsel,  properly  executed and
               acknowledged, conveying good and marketable title to the Property
               subject only to the Permitted Exceptions.

                    10.2.2 INTENTIONALLY OMMITTED

                    10.2.3 Payment of Purchase Price.
                    ---------------------------------
                    Purchaser   shall  pay  the  Purchase  Price  to  Seller  in
               accordance with the provisions of this Agreement.

                    10.2.4 Settlement Sheets, and Funds.
                    ------------------------------------
                    The Title Company shall prepare,  and each party hereto will
               sign and deliver,  settlement  statements  and closing  statement
               reflecting the Purchase Price and all adjustments and pro-rations
               to be made  thereto  pursuant  to  this  Agreement.  The  closing
               statement  shall  reflect the fact that Seller shall be obligated
               to pay the premium for the Title Policy,  the payment of fees for
               recording the deed, and any  documentary or other fees payable in
               connection  with  such  recording;  and  that the  parties  shall
               equally split any closing fee payable to the Title Company.

                    10.2.5 Further Documents.
                    -------------------------
                    Purchaser  and Seller  shall  execute  and  deliver all such
               other documents  (including,  but not limited to, mechanic's lien
               affidavits)  as may be  necessary  or  appropriate  to carry  out
               Purchaser  and  Seller's   respective   obligations   under  this
               Agreement  and as may be further  required  by the Title  Company
               acting as the closing and settlement agent, or otherwise pursuant
               to any written closing instructions.

          10.3 Possession.
          ----------------
          Purchaser will be entitled to enter into possession of the Property on
     the date of Closing.

     11. Adjustments or Pro-rations.
     -------------------------------
     Normal  adjustments  and  pro-rations  shall be made at the  Closing on the
settlement sheets described in Section 10.2.4 above:

          11.1 Ad Valorem Taxes.
          ----------------------
          The  Purchaser  as detailed in the  Purchase  Price  Section 2.2 shall
     assume the real property taxes attributable to the Property.

          11.2 Association(s) Assessments.
          --------------------------------
          Purchaser shall be responsible for all assessments  levied against the
     Property pursuant to the terms contained in any recorded covenants that are
     Permitted  Exceptions  for and pay at closing all periods after the date of
     Closing  Date.  Seller  shall be  responsible  for all  assessments  levied
     against the Property  pursuant to the terms of any recorded  covenants that
     are Permitted Exceptions for all periods prior to and including the Closing
     Date.

                                       12
<PAGE>

          11.3 Excise, Transfer and Sales Taxes.
          --------------------------------------
          Seller shall be  responsible  for the payment of all excise,  transfer
     (such as  documentary  fees or stamps),  sales and use taxes  imposed  with
     respect  to  the  transaction  contemplated  by  the  Agreement  and  shall
     indemnify and hold Purchaser harmless from the payment of such taxes.

          11.4 Insurance.
          ---------------
          Purchaser  shall be responsible  for obtaining new insurance  coverage
     with respect to the Property as of the date of Closing.

     12. INTENTIONALLY OMMITTED

     13. Casualty Damage.
     --------------------

          13.1 Notice and Estimate.
          -------------------------
          In the event that the Property should be damaged by any casualty prior
     to Closing,  Seller shall  promptly give  Purchaser  written notice of such
     occurrence, and as soon thereafter as practicable,  shall provide Purchaser
     with an estimate made by an engineer or  contractor  selected by Seller and
     approved by Purchaser (which approval shall not be unreasonably withheld or
     delayed) of the cost and time required to repair such damage.

          13.2 Minor Damage.
          ------------------
          If the  estimated  cost of  repairing  such damage is equal to or less
     than ten percent (10%) of the Purchase  Price,  then Seller shall  promptly
     contract for,  pursuant to a contract  approved by Purchaser,  and commence
     the repairs and  complete so much thereof as may be  accomplished  prior to
     the Closing  Date. In the event such repairs are not completed on or before
     the Closing Date,  Seller shall assign to Purchaser or its designee so much
     of the insurance proceeds, including the payment of any deductible amounts,
     resulting from such damage as have not then been expended for repairs,  and
     Seller shall assign to Purchaser and Purchaser shall assume, the rights and
     obligations under the construction  contract pursuant to which such repairs
     are being completed.

          13.3 Major Damage.
          ------------------
          If the  estimated  cost of such repairs is more than ten percent (10%)
     of the  Purchase  Price,  then  either  Seller  or  Purchaser  may elect to
     terminate  this Agreement upon written notice to the other given within ten
     (10) days  after both  parties'  receipt of the  estimate,  whereupon  both
     parties shall be relieved of any further obligations hereunder; however, if
     neither party elects to so terminate  this  Agreement,  then this Agreement
     shall  remain in full  force and effect and the  parties  shall  proceed in
     accordance with Section 13.2 above.

     14. Condemnation.
     -----------------
     If prior to Closing,  Seller learns of any actual or  threatened  taking in
condemnation  or by  eminent  domain (or a sale in lieu  thereof)  of all or any
portion of the  Property,  Seller  will  notify  Purchaser  in writing  promptly
thereof.  Any  actual or  threatened  taking or  condemnation  by any  competent
authority in appropriate  proceedings of all or any part of the Property between
the date of this Agreement and the Closing Date shall,  at  Purchaser's  option,

                                       13
<PAGE>

cause a  termination  of this  Agreement.  Such  election to  terminate  must be
exercised by Purchaser by notice to Seller within 15 days following  Purchaser's
receipt of Seller's  notice  pursuant to this Section 14. Upon  delivery of such
termination notice, this Agreement shall be terminated and both parties shall be
relieved of any future obligations hereunder.  If Purchaser does not elect to so
terminate this Agreement, Seller shall be relieved of all obligations under this
Agreement  with  respect  to any  portion  of the  Property  actually  taken  or
condemned,  but  Purchaser  will be entitled to receive all proceeds of any such
taking or  condemnation  or all awards or  settlement  amounts  regarding  same.
Seller  agrees that it will not make any  adjustment  or  settlement of any such
taking or condemnation  proceeding without  Purchaser's written consent and will
take at Closing all action necessary to assign its entire interest in such award
to Purchaser or its designee.

     15. Brokers and Commissions.
     ----------------------------
     Each of the parties  represents  and  warrants to the other that it has not
employed,  retained or  otherwise  utilized any broker  ("Broker")  or finder in
connection  with any of the  transactions  contemplated by this Agreement and no
broker or person is entitled to any  commission  or finder's  fees in connection
with any of these  transactions.  The Parties each agree to  indemnify  and hold
harmless one another against any loss, liability, damage, cost, claim or expense
incurred by reason of any  brokerage  commission  or finder's  fee alleged to be
payable because of any act, omission or statement of the indemnifying Party.

     16. Remedies.
     -------------

          16.1 Seller's Default.
          ----------------------
          In the event  that  Seller  shall  default in the  performance  of any
     obligation under this Agreement,  Purchaser may, at its option, either: (i)
     terminate this Agreement by giving written notice of termination to Seller,
     whereupon  both  Purchaser  and Seller  shall be  relieved  of any  further
     obligations  or  liabilities   hereunder,   except  those   obligations  or
     liabilities that survive termination  pursuant to the express terms of this
     Agreement;  or (ii)  treat this  Agreement  as in full force and effect and
     obtain specific performance therefore together with any damages to which it
     may be lawfully entitled.

          16.2 Purchaser's Default.
          -------------------------
          In the event that  Purchaser  shall default in the  performance of any
     obligation  under this  Agreement,  Seller may,  as its sole and  exclusive
     remedy, terminate this Agreement by giving written notice of termination to
     Purchaser  whereupon  both  Purchaser  and Seller  shall be relieved of any
     further obligations or liabilities  hereunder,  except those obligations or
     liabilities that survive termination  pursuant to the express terms of this
     Agreement.

     17. General Provisions.
     -----------------------
     The parties further agrees as follows:

          17.1 INTENTIONALLY OMMITTED

                                       14
<PAGE>

          17.2 Time.
          ----------
          Time is of the essence with regard to this  Agreement and Seller's and
     Purchaser's   obligations  hereunder.  In  the  event  that  the  date  for
     performance  of any  obligation  hereunder  falls on a Saturday,  Sunday or
     legal  holiday,   the  date  for  performance  of  such  obligation   shall
     automatically be extended to the next day that is not a Saturday, Sunday or
     legal holiday.

          17.3 Arbitration of Disputes.
          -----------------------------
          Purchaser  and Seller agree that any and all  disputes,  claims and/or
     controversies at law or in equity between  Purchaser and Seller arising out
     of, related to or any way connected with the Property,  this Agreement,  or
     any resulting  transactions,  which are not settled through mediation shall
     be decided by binding  arbitration.  The arbitration  shall be conducted by
     and in  accordance  with  the  rules  of the  Judicial  Arbitration  Group.
     ("JAG").  Judgment  upon the award  rendered  by the  arbitrator(s)  may be
     entered in any court having  jurisdiction  thereof.  The parties shall have
     the right to discovery in accordance with applicable Colorado law.

          17.4 Entire Agreement.
          ----------------------
          No change or  modification of this Agreement shall be valid unless the
     same is in  writing  and  signed  by the  parties  hereto.  This  Agreement
     contains the entire agreement  between the parties relating to the purchase
     and sale of the Property. All prior negotiations and agreements between the
     parties  are  merged  into  this  Agreement  and  there  are  no  promises,
     agreements, conditions, undertakings,  warranties or representations,  oral
     or written, express or implied, between the parties other than as set forth
     or referenced herein.

          17.5 No Survival.
          -----------------
          Except as expressly  provided to the contrary in this  Agreement,  the
     obligations of the parties under this Agreement shall not survive Closing.

          17.6 Governing Law.
          -------------------
          This Agreement  shall be construed and enforced in accordance with the
     laws of the State of Colorado.

          17.7 Notices.
          -------------
          All notices,  demands or other communications required or permitted to
     be given  hereunder  shall be in writing  and  delivered  to Seller  and/or
     Purchaser at their respective addresses as provided in the preamble of this
     Agreement or to such other  address or such other person as any party shall
     designate to the other for such purpose in the manner herein set forth. Any
     and all such  items  shall be  deemed  to have  been  duly  delivered  upon
     personal  delivery;  or as of the third (3rd)  business  day after  mailing
     certified,  return receipt requested,  postage prepaid, or as of 12:00 noon
     on the  immediately  following  business  day after  deposit  with  Federal
     Express or a similar overnight courier service.

          17.8 INTENTIONALLY OMMITTED

          17.9 Headings.
          --------------
          The headings  which  appear in some of the Sections of this  Agreement
     are for purposes of  convenience  and reference and are not in any sense to
     be construed as modifying the Sections in which they appear.

          17.10 Counterparts.
          -------------------
          This  Agreement  may be  executed  by  facsimile  signature  and/or in
     counterparts,  each of which (or any  combination  of which) when signed by
     all of the parties shall be deemed an original, but all of which when taken
     together shall constitute one and the same agreement.

                                       15
<PAGE>

          17.11 Assignment.
          -----------------
          Purchaser  may  not  assign  its  rights  or  obligations  under  this
     Agreement  without  the  prior  written  consent  of  Seller,  and any such
     attempted  assignment shall be null and void and shall constitute a default
     under this  Agreement.  During all times while the  Agreement is in effect,
     Seller  will  not  negotiate  sale of the  lots and  Units  with any  other
     parties.

          Notwithstanding  the foregoing  provisions  to the contrary  regarding
     assignment,  Purchaser  shall be entitled to assign this  Agreement  or any
     portion  hereof to any  affiliate  entity  in which  Purchaser  retains  an
     ownership  and  management  position  without  the prior  written  or other
     consent of Seller.

          17.12 Successors and Assigns.
          -----------------------------
          Subject to Section  17.11,  this  Agreement  shall be binding upon and
     inure benefit of the parties hereto and their  respective  heirs,  personal
     representatives, successors, and assigns.

          17.13 INTENTIONALLY OMMITTED

          17.14 Severability.
          -------------------
          If any  provision  of this  Agreement  shall be  invalid,  illegal  or
     unenforceable,  it shall not affect or impair  the  validity,  legality  or
     enforceability of any other provision of this Agreement, and there shall be
     substituted for the effected provision a valid and enforceable provision as
     similar as possible to the effected provision.

          17.15 Exhibits Incorporated; Execution.
          ---------------------------------------
          All exhibits to this Agreement are incorporated herein and made a part
     hereof as if actually set forth herein.  This  Agreement may be executed in
     multiple counterparts and by facsimile signature.

          17.16 Joint and Several Liability.
          ----------------------------------
          If two or more  persons or  entities  are named  herein as  Purchaser,
     their obligations hereunder shall be joint and several.

          17.17 General Cooperation.
          --------------------------
          Notwithstanding any other provision of this Agreement to the contrary,
     and  notwithstanding  the Closing of the sale of the Property to Purchaser,
     Purchaser  and  Seller  agree in good  faith  before  and after  Closing to
     execute such other further or additional documents,  and to take such other
     actions,  as may be reasonably  necessary or appropriate to fully carry out
     the intent and purposes of the parties as set forth in this Agreement.

          17.18 Negotiated Provisions.
          ----------------------------
          The  rule of  construction  by  which  the  terms  of a  contract  are
     construed  against the drafting  party shall not apply to this Agreement or
     any interpretation of it.

                                       16
<PAGE>

          17.19 No Implied Waiver.
          ------------------------
          No  failure  by  Seller  or   Purchaser  to  insist  upon  the  strict
     performance of any term, covenant or provision contained in this Agreement,
     no failure by Seller or  Purchaser  to exercise  any right or remedy  under
     this Agreement, and no acceptance of full or partial payment or performance
     owed to Seller or Purchaser  during the  continuance  of any default by the
     other  party,  shall  constitute  a waiver of any such  terms,  covenant or
     provision, or a waiver of any such right or remedy, or a waiver of any such
     default unless such waiver is made in writing.

          17.20 INTENTIONALLY OMMITTED

          17.21 Interstate Land Sales Act.
          --------------------------------

               17.21.1 Intent.
               ---------------
               It is the intent of Seller and acknowledged by Purchaser that the
          sale of the Property will be exempt from the provisions of the Federal
          Interstate   land  Sales  Full  Disclosure  Act  under  the  exemption
          applicable  to the sale or lease of Lot(s) to any person who  acquires
          such  Lot(s)  for  the   purpose  of  engaging  in  the   business  of
          constructing  residential  improvements  and homes.  Purchaser  hereby
          represents  and warrants  that  Purchaser is acquiring  the Lot(s) for
          such purposes. By placing initials next to this paragraph,  Purchaser,
          or the  representative  of Purchaser  executing  this Agreement on its
          behalf,  specifically acknowledges that it has read this paragraph and
          has made the representations and warranties contained herein.

               17.21.2 Primary Business.
               -------------------------
               Purchaser   further   represents  and  warrants  to  Seller  that
          Purchaser's  primary  business is in the  construction and sale of new
          homes for profit and that its  purchase of the Lot(s) and Units is for
          such purposes. By placing initials next to this paragraph,  Purchaser,
          or the  representative  of Purchaser  executing  this Agreement on its
          behalf,  specifically acknowledges that it has read this paragraph and
          has made the representations and warranties contained herein.

          17.22 Press Releases.
          ---------------------
          Purchaser and Seller agree that neither party shall make any statement
     or  release  to  the  media  regarding  this  Agreement  or the  terms  and
     provisions  hereof  unless  the  content  and timing of said  statement  or
     release  shall have been  approved  by the other  party in  writing,  which
     approval shall not be unreasonably withheld, conditioned or delayed.

          17.23 Recommendation of Legal Review.
          -------------------------------------
          Each  party  acknowledges  that  it has  been  recommended  to  retain
     competent  legal counsel to review and examine this Agreement and all other
     documents relating to this Agreement.

          17.24 INTENTIONALLY OMMITTED

          17.25 INTENTIONALLY OMMITTED

          17.26 INTENTIONALLY OMMITTED -

     IN WITNESS  WHEREOF,  the parties  have  executed  this  Purchase  and Sale
Agreement on the dates set forth below.

                                       17
<PAGE>

                    SELLER:

                      Thraemoor in the Park, LLC, a Colorado limited liability
                      company

                       By: /s/Jeffrey J. Weiss
                           ----------------------------------

                       Name: Jeffrey J. Weiss
                           ----------------------------------

                       Title: E.V.P.
                           ----------------------------------

                       Date: 4/21/2003
                           ----------------------------------



                     PURCHASER:

                       ASHCROFT HOMES CORPORATION,
                       a Colorado corporation

                       By: /s/ Joe A. Oblas
                           ----------------------------------

                       Name: Joe A. Oblas
                           ----------------------------------

                       Title: President
                           ----------------------------------

                       Date: 4/21/2003
                           ----------------------------------

                                       18
<PAGE>



                                    EXHIBIT A
                                    ---------
                                       TO
                           PURCHASE AND SALE AGREEMENT
                             (Thraemoor in the Park)

[List Addresses and Legal Descriptions]

                                       19
<PAGE>


                                    EXHIBIT B
                                    ---------
                                       TO
                           PURCHASE AND SALE AGREEMENT
                             (Thraemoor in the Park)

                                Title Commitment
                                ----------------

                      RESERVATIONS, RIGHTS AND RESTRICTIONS
                      -------------------------------------



     See copy of Schedule B -- Section 2 to Title Commitment attached hereto.

     To be inserted upon Receipt

                                       20
<PAGE>



                                    EXHIBIT C
                                    ---------
                                       TO
                           PURCHASE AND SALE AGREEMENT
                             (Thraemoor in the Park)

                            OBLIGATIONS ASSUMED THAT
                           COMPRISE THE PURCHASE PRICE



1.   Earnest Money Deposits from purchasers
     --------------------------------------

2.   Land Construction and Land Debt
     -------------------------------

3.   Unit Construction Financing
     ---------------------------

4.   Subcontractor Payables
     ----------------------

5.   Land Investor Debt Obligations
     ------------------------------

                                       21

</TEXT>
</DOCUMENT>
