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                           PURCHASE AND SALE AGREEMENT

                             AND ESCROW INSTRUCTIONS





         This  Purchase  and  Sale  Agreement  and  Escrow   Instructions   (the

"Agreement")  is made and entered into as of the Effective Date (defined  below)

by and between Bonanza Realty LLC, a Nevada limited liability company, as seller

(hereinafter "Seller"), and Meta Housing Corporation,  a California corporation,

and/or assignee, as buyer (hereinafter "Buyer"), with reference to the following

recitals of fact:



                                R E C I T A L S:

                                 - - - - - - - -



         A. WHEREAS,  Seller is the owner in fee simple of certain real property

and all  improvements  thereon,  together  with all  easements,  rights  of way,

privileges,  appurtenances and other rights pertaining  thereto and all fixtures

attached  or  appurtenant  thereto  owned by Seller  and  located  on or used in

connection therewith (the "Property"), with such limitations as described below.

The Property is more  particularly  described  in Exhibit A attached  hereto and

incorporated herein by reference.



         B. WHEREAS,  Buyer wishes to develop the Property (such improvements on

the Property referred to herein as the "Project"),  as such development shall be

entitled and approved by the governmental  authorities holding jurisdiction over

the Property, and set forth in the site plan approved for the development of the

Property (each unit set forth on such approved site plan, an "Approved Unit").



         C.  WHEREAS,  Seller  desires to sell and Buyer desires to acquire from

Seller the Property on the terms and subject to the conditions  hereinafter  set

forth.



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

hereinafter  set  forth,  and for other  good and  valuable  consideration,  the

receipt and sufficiency of which are hereby  acknowledged,  the parties agree as

follows:



1. SALE OF PROPERTY.



1.1  Seller  hereby  agrees to sell and  convey to  Buyer,  and Buyer  agrees to

purchase from Seller,  all of Seller's right,  title, and interest in and to the

Property on the terms and conditions contained herein.



2. PURCHASE PRICE FOR PROPERTY.



2.1 The total purchase  price (the  "Purchase  Price") for the Property shall be

Three Million Dollars  ($3,000,000.00),  which amounts shall be paid by Buyer to

Seller as follows:



(a) Buyer shall deposit One Hundred Thousand Dollars ($100,000.00) (the "Initial

Deposit")  with Escrow Holder (as herein  defined)  within two (2) business days

after the Effective  Date,  which amount shall be credited  against the Purchase

Price and released to Seller upon  satisfaction  of the  conditions set forth in

Sections 4.1 through 4.5, as  described in Section 4.5.  Buyer's  deposit of the

Initial Deposit with Escrow Holder shall constitute a condition precedent to the

effectiveness of this Agreement and Buyer's right to enter the Property.



(b) Buyer shall deposit an additional One Hundred Thousand Dollars ($100,000.00)

with Escrow Holder (as herein  defined) upon  satisfaction of the conditions set

forth in Sections 4.1 through 4.5, as described in Section 4.5.



(c) Buyer shall deposit in Escrow (as  hereinafter  defined),  in time to permit

the close  thereof,  but in all  events no later  than two (2) days prior to the

close thereof, the balance of the Purchase Price in cash or by wire transfer.



2.2 All  deposits  into Escrow made by Buyer prior to the Close of Escrow may be

made by means of cash,  or  cashier's or  certified  check or wire  transfer and

shall be immediately available.



3.       ESCROW.



3.1 Within five (5) days after the Effective  Date,  Buyer and Seller shall open

an escrow account (the "Escrow") with Chicago Title Insurance  Company,  located

at 3980 Howard Hughes Parkway,  Las Vegas, Nevada 89109 (Jay Pugh, tel (702) 951

5135), which is hereby designated as the escrow holder ("Escrow Holder") for the

purpose of carrying out the terms of this Agreement. Escrow shall be deemed open

on the date that Escrow Holder receives an executed copy of this Agreement.



3.2 This Agreement is hereby  designated as escrow  instructions  duly signed by

Buyer  and  Seller.   Although   Escrow  Holder  may  require   further  written

instructions   executed   by  Buyer  and  Seller  to  clarify   the  duties  and

responsibilities  of Escrow  Holder,  any such  further  instructions  shall not

modify or amend the provisions of this Agreement.  Furthermore,  in the event of

any  discrepancy  between  this  Agreement  and such further  instructions,  the

provisions of this Agreement shall prevail.



3.3 For purposes of this Agreement,  the "Close of Escrow" shall be the time and

date upon  which the Grant  Deed  conveying  title to the  Property  to Buyer is

recorded in the official records of Clark County,  Nevada. The date of the close

of escrow (the "Closing Date") shall be the date that is fifteen (15) days after

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