THIRD AMENDMENT TO OPTION AND

                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS





     This  THIRD   AMENDMENT  TO  OPTION  AND  PURCHASE   AGREEMENT  AND  ESCROW

INSTRUCTIONS  ("Amendment")  is made and  effective as of June 21, 2002,  by and

between OTAY LAND COMPANY,  LLC, a Delaware limited liability company ("Owner"),

and LAKES KEAN ARGOVITZ  RESORTS-CALIFORNIA,  LLC, a Delaware limited  liability

company ("Optionee"), with reference to the facts set forth below.



                                    RECITALS



     A. Owner and Optionee  entered into an Option and  Purchase  Agreement  and

Escrow  Instructions  dated as of  October  18,  1999,  as  amended by the First

Amendment to Option and Purchase  Agreement and Escrow  Instructions dated as of

December 8, 1999 ("First Amendment"),  and by the Second Amendment to Option and

Purchase  Agreement  and  Escrow  Instructions  dated as of  December  14,  1999

("Second Amendment")  (collectively,  the "Option  Agreement"),  with respect to

approximately  eighty  six  (86)  acres  located  in the  County  of San  Diego,

California as more particularly described in the Option Agreement.



     B. The  parties  desire  to amend  the  Option  Agreement  on the terms and

conditions set forth below.



     NOW,  THEREFORE,  in  consideration  of the recitals  set forth above,  the

mutual   agreements   set  forth   herein  and  for  other  good  and   valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties agree as set forth below.



     1. Defined Terms.  All terms with initial  capital  letters used herein but

not otherwise defined shall have the respective meanings set forth in the Option

Agreement.



     2. Road  Alignment.  Owner and Optionee agree that the Road Alignment shall

be in the  location  delineated  on Final  Exhibit  "A-1"  attached  hereto  and

incorporated  herein  ("Easement  Area").  The legal description of the Easement

Area is set forth on Exhibit  "A-2"  attached  hereto and  incorporated  herein.

Optionee  shall have no further  right to relocate the Easement Area or the Road

Alignment.  Exhibit "A-1" to the  Agreement is hereby  deleted and replaced with

Final Exhibit "A-1" attached hereto. Owner will not reserve an easement over the

former  location of the Road  Alignment  described in the First  Amendment.  The

Easement Area also includes land adjacent to the Property within the area of the

proposed  widening of the street known as Melody Lane that is located  along the

northerly boundary of the Property and is owned by Optionee.



     3. Use of Easement Area. Section 2 of the First Amendment is hereby deleted

in its entirety.  In consideration of Owner's  agreement set forth below to give

Optionee additional rights to use the Easement Area and for additional costs and

expenses incurred by Owner in connection



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therewith, Optionee agrees to pay Owner in Cash upon the Close of Escrow, in

addition to the Purchase Price, the sum of One Hundred Eighty Five Thousand

Dollars ($185,000). The parties agree as follows:



     a.  Reservation  of  Easements.  Sections  4.2.3  and  4.3.2 of the  Option

Agreement  are hereby  deleted in their  entirety and are removed as  conditions

precedent to the parties' obligations to close Escrow. Upon the Close of Escrow,

Owner will reserve in the Grant Deed an easement  for road and related  purposes

over the portion of the Easement Area within the Property  (the "Access  Road").

In addition,  upon the Close of Escrow, Optionee will grant to Owner an easement

for road and related  purposes  over the portion of the  Easement  Area owned by

Optionee  (i.e.,  the portion of the Easement  Area located  within the proposed

expansion  of Melody Lane and adjacent to the  Property)  pursuant to a Grant of

Easement in the form of Attachment "1" attached hereto and incorporated  herein.

If the County or  Caltrans  requires  Optionee to provide the County or Caltrans

with  easements  for public  road  purposes  over some or all of Melody Lane and

State Highway 94, then Owner agrees to reasonably  cooperate with any reasonable

requirements  of the County or  Caltrans so long as Melody Lane is a public road

available for public use. Such  easements  will be exclusive  except as follows,

subject to the terms and  conditions  hereof,  and provided  that,  if the roads

within  the  Easement  Area  become  public  road(s),  such  easements  shall be

exclusive except to the extent that the County of San Diego allows other uses:



          (i) Optionee may construct two (2) or four (4) of the planned four (4)

lanes of the roads  proposed  within the  Easement  Area from Melody Lane to the

turn off to  Optionee's  proposed  casino  facility  ("Optionee's  Road  Work"),

provided that Optionee gives Owner prior written notice of its election to do so

at  least  six  (6)  months  prior  to  commencement  of  Optionee's  Road  Work

("Optionee's  Notice").  Optionee's Notice will specify the Optionee's Road Work

that Optionee will construct and the date Optionee will commence such work. Upon

delivery of Optionee's Notice to Owner, Optionee shall be obligated to construct

such  Optionee's  Road Work.  The location of Optionee's  Road Work is generally

depicted in Attachment "2" attached  hereto and  incorporated  herein.  Optionee

shall  construct  Optionee's Road Work  substantially  in accordance with County

requirements  and  specifications  and the  plans  and  specifications  therefor

approved by Owner as required below, in a good and workmanlike  manner and so as

not to delay  Owner's  completion  or use of the other  portions of the Easement

Area. During  construction of Optionee's Road Work, the Optionee's  Improvements

(as defined below), or any other improvements  affecting the Easement Area by or

on behalf of Optionee,  Optionee agrees to provide,  at Optionee's sole cost and

expense,  interim  access  through the Easement  Area to Owner and its Users (as

defined below) at all times.| Optionee shall submit the plans and specifications

therefor to Owner at least thirty (30) days prior to  commencement of Optionee's

Road Work and shall not commence  such work until Owner has approved  such plans

and specifications in writing,  which approval will not be unreasonably withheld

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