THIS CONTRACT, ("Contract") is entered into as of April 1, 1998 between Maureen Morris, a single person ("Seller") and Meramec Development Co., a Missouri corporation ("Purchaser").


A.   Seller is the owner in fee of certain hereinafter described real property which Seller desires to sell or cause to e sold;  and


B.   Purchaser desires to buy such real property and Seller desires to sell and convey such real property to Purchaser upon the terms, conditions and provisions hereinafter set forth.


      For good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows:


     1.  The Property.  All of Seller's right, title and interest together with improvements, appurtenances, tenements, hereditaments, rights of way and easements in and to certain real property located in Valley Park, Missouri commonly known as 8 Arnold Drive and more particularly described as St. Louis County Locator Numbers 26Q61-0166 (the "Property").  Exact legal description, dimensions and area of the Property shall be obtained from a survey of the Property from a reputable and registered land surveyor.


     2.  Purchase Price - The purchase price which Purchaser agrees to pay and Seller agrees to accept as full compensation for the Property is One Hundred Thousand ($100,000) Dollars (the "Purchase Price").  Purchaser shall, within five days following the acceptance of this Contract by Seller, deposit at the offices of Capital Title Company ("Title Company") the sum of One Thousand Dollars ($1,000) as an ernest money deposit ("Earnest Deposit").  At closing, the Earnest Deposit shall be applied to payment of the Purchase Price.


   3.  Floodplain Fill Contingency.   Purchaser's obligation to close under this Contract is contingent upon Purchaser obtaining from the City of Valley Park, on or before nine (9) months from the date of this Contract, Purchaser's obtaining from Federal Emergency Management Agency, the Army Corps of Engineer, the City of Valley Park or

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any other governmental body or agency having jurisdiction over the Property, approval to fill and elevate the Property out of the five hundred year floodplain.  All expenses in regards to obtaining regulatory approval to fill and elevate the Property out of the five hundred year floodplain shall be paid by Purchaser.  This contingency is for the benefit of Purchaser, however, it may be wholly or partially waived by Purchaser in writing to Seller at any time prior to expiration of the same.  Seller will also cooperate with Purchaser including the execution of applications for necessary approvals.  The attachment or imposition to this contingency of conditions economically undesirable to Purchaser shall at Purchasers sole option prevent the fulfillment of this condition by satisfaction.  No approval shall be deemed obtained until the same has become non appealable by the agency having jurisdiction over the Property.  The Purchaser may discontinue its efforts for filling the Property if Purchaser is of the opinion that the same would be unavailing or economically undesirable.  In the event this contingency is not satisfied or waived in writing, within the date stipulated therein, then this Contract shall be null and void, and Purchaser shall receive a full refund of its Earnest Deposit. 


     4.  Closing.   The closing of the sale hereunder shall occur one month following satisfaction and/or waiver by Purchaser of the above Floodplain Fill Contingency contained in Paragraph 3 of this Contract (the "Closing").  The Closing shall take place at the office of the Title Company or a place mutually agreed to by the Purchaser and Seller.  Purchaser shall have the right upon ten days prior written notice to Seller to accelerate the closing hereunder, in which event the closing shall accelerate and shall be held on the date noticed by Purchaser at that time and place and in the manner specified therein.  At Closing, Seller shall execute and deliver to Purchaser a General Warranty Deed, conveying marketable title.  Property shall be clear of all liens and encumbrances and subject only to real estate taxes for the current year which are a lien on the Property which are not yet due and payable.  At Closing, real estate taxes shall be prorated as of the date of Closing.  Possession of the Property free of leases, tenancies, licensees, and occupants shall be delivered to Purchaser at time of Closing.


   5.  Leasing of the Property.  The Seller presently is leasing the Property for $675 per month and if during the term of this Contract, the tenant shall vacate the Property the Purchaser will lease the premises from the Seller for $675 per month until Closing or for a minimum of twelve months if Closing does not occur.  If the Property is leased by the Purchaser the Purchaser has full right to sublease the Property. 

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   6.  Miscellaneous.  This contract shall be binding upon and shall inure to the benefit of the Purchaser and Seller and their respective heirs, executors, administrators, legal representatives, successors and assigns.  Purchaser shall have the right to asign it's rights under this Contract to any individual or corporation; provided, however, said assignment shall not release the Purchaser from any obligation or liability under this Contract.  This Contract and attachments hereto constitute the entire agreement between Purchaser and Seller with respect to the subject matter hereof and may not be amended, modified, or changed unless by an instrument in writing and signed by Purchaser and Seller.  The Seller agrees to let Purchaser, Purchaser's agent, or anyone else directed by Purchaser to enter the Property any time prior to closing for the purpose of inspections, surveys, appraisals, or necessary tests.  The Purchaser will give reasonable notice before Property is entered.  Prior to Closing, Seller shall make no disclosure to any person or persons of the financial terms of this transaction without the prior written consent of Purchaser.  When this contract is fully executed, Purchaser will be allowed to construct, in accordance with the municipal code of the City of Valley Park, a sign identifying the site as a future development.


   7.  Expiration of Offer.  This contract shall be signed in four counterparts, and unless Seller shall return two fully executed originals of this Contract to Purchaser by 5:00 p.m. on April 4, 1998, this offer shall terminate and become null and void and of no force and effect.


     The Purchaser and Seller have executed this Contract as of the date first written above.


    ______(so signed)___________________                          ________(so signed)_____________

     Maureen Morris                                                                       Sebastian Rucci, President

     Seller                                                                                      Meramec Development Co.



    Date Accepted: April  (2 is written in)  , 1998                  Date Accepted: April  (1 is written in)  , 1998


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