ALLIANCE TROPHY CLUB INC/TX
SB-2, 1999-07-20
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<TABLE>
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form SB-2

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            ALLIANCE TROPHY CLUB INC.
                 (Name of small business issuer in its charter)

<S>                               <C>                              <C>
         Delaware                           1531                       75-2708066
(State or jurisdiction or         (Primary Standard Industrial      (I.R.S. Employer
of incorporation or organization)  Classification Code Number)     Identification No.)

                   104 Houston Street, Suite D, Roanoke, Texas
                  76262, (817) 430-1010 (Address and telephone
                     number of principal executive offices)

                      104 Houston Street, Suite D, Roanoke,
             Texas 76262 (Address of principal place of business or
                      intended principal place of business)

        Lance White, Chief Executive Officer, Alliance Trophy Club, Inc.,
                   104 Houston Street, Suite D, Roanoke, Texas
                    76262, (800) 877-9126 (Name, address and
                     telephone number of agent for service)

     Copy to: Richard G. Klein, Esq., Hofheimer Gartlir & Gross, LLP, 530 Fifth
Avenue, New York, NY 10036 (212) 818-9000

Approximate date of proposed sale to the public: On, and from time to time
after, the effective date of this Registration Statement.

     If this Form is filed to register additional securities or an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /_/ ___________

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. /_/ ___________

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. /_/ ___________

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /_/

                         ------------------------------
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Title of each                                   Proposed maximum              Proposed maximum
class of securitie        Amount to be           offering price               aggregate offering             Amount of
to be registered           registered              per unit                        price                   registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>                             <C>                           <C>
Common Stock               500,000(2)              $.53(3)                         $265,000                      $73.67
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock(1)            550,000(2)              $.53(3)                         $291,500                      $81.04
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Consisting of shares of Common Stock being registered for resale.

(2)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
     amount of shares registered hereby includes such additional number of
     shares of common stock as are required to prevent dilution resulting from
     stock splits, stock dividends or similar transactions.

(3)  Estimated solely for the purposes of calculating the registration fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the
     "Securities Act"), based on the average of the bid and the asked prices of
     the Common Stock on July 14, 1999, as reported on the OTC Bulletin Board.

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registration shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended or until the registration statement shall
become effective on such date as the Commission, acting pursuant to Section
8(a), may determine.

<PAGE>


                                   PROSPECTUS
                                 for the Sale of
                        1,050,000 Shares of Common Stock
                                       of
                           ALLIANCE TROPHY CLUB, INC.
                     by us and certain selling shareholders

     Of the 1,050,000 shares in this offering, 500,000 are being sold by us and
550,000 are being sold by the selling shareholders named in the "Principal and
Selling Shareholders" section on page __. We will not receive any of the
proceeds of the shares sold by the selling shareholders. None of the selling
shareholders' shares will be sold until our offering is complete.


<TABLE>
<S>                                   <C>               <C>       <C>
                                      Per                         Operating principally in the Dallas/Fort Worth, Texas suburban
                                      Share             Total     area, we build custom luxury single family homes, develop
Price to the Public for shares                                    residential real estate and engage in residential renovation and
offered by us                         $                 $         commercial "finish-out" work.

Proceeds to us                        $                 $

Proceeds to Selling                   $                 $         Only a limited trading market currently exists for our shares.
Shareholders                                                      Our common stock is traded on the Over-the-Counter
                                                                  Bulletin Board under the symbol "ALLTE." The closing sales price
                                                                  of our stock was $_____ on ___________, 1999.
</TABLE>

     We estimate that the initial offering price to the public of the shares
being sold by us will be $1.00 per share. This initial offering price may not
reflect the market price after the initial offering.

     There are risks involved with investing in our common stocks and the market
for our common stock. See "RISK FACTORS" on page ___.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

     This offering will be managed by us, without an underwriter, through our
officers and directors, who will receive no sales commissions or other
compensation except for reimbursement of expenses actually incurred for such
activities. While we do not plan to do so at this time, we may engage the
services of broker-dealers to assist us in selling the shares. If we do, the
maximum commission payable to any such broker-dealer will be 10% of the offering
price. Our offering is being made on a "best efforts" basis. We are not required
to sell a minimum amount of shares in this Offering and all net proceeds will be
available to us immediately following our acceptance of investor subscriptions.
The offering will expire on December 31, 1999.

     The information in this prospectus is not complete and may be changed.
We're not allowed to sell the common stock offered by this prospectus until the
registration statement that we have filed with the SEC becomes effective. This
prospectus is not an offer to sell our common stock and does not solicit offers
to buy in any state where the offer or sale is not permitted.

                                        2

<PAGE>



                                TABLE OF CONTENTS
                                                                            Page
SUMMARY ....................................................................   4

RISK FACTORS ...............................................................   5

FORWARD LOOKING STATEMENTS .................................................

USE OF PROCEEDS ............................................................

DILUTION ...................................................................

DIVIDEND POLICY ............................................................

MANAGEMENT'S DISCUSSION AND
   ANALYSIS OF FINANCIAL CONDITION
   AND RESULTS OF OPERATIONS ...............................................

BUSINESS ...................................................................

MANAGEMENT .................................................................

CERTAIN RELATIONSHIPS AND RELATED
   TRANSACTIONS ............................................................

MARKET FOR COMMON EQUITY
    AND RELATED STOCKHOLDER
    MATTERS ................................................................

PRINCIPAL SHAREHOLDERS .....................................................

SELLING SECURITY HOLDERS ...................................................

DESCRIPTION OF SECURITIES ..................................................

SHARES ELIGIBLE FOR FUTURE SALE ............................................

PLAN OF DISTRIBUTION .......................................................

LEGAL MATTERS ..............................................................

EXPERTS ....................................................................

ADDITIONAL INFORMATION .....................................................

INDEX TO FINANCIAL STATEMENTS ..............................................


                                       3
<PAGE>


                                     SUMMARY

     This summary highlights important information about our business and about
this offering. Because it's a summary, it does not contain all the information
you should consider before investing in the common stock. To fully understand
the investment you are contemplating, you must consider this Prospectus, with
the financial statements and their accompanying notes. Unless the context
otherwise requires, all references in this prospectus to "us," "we," "our" or
"company" mean Alliance Trophy Club, Inc., a Delaware corporation, and its
subsidiary Castle Custom Homes, Inc., a Texas corporation which does business as
White Castle Custom Homes.

The Company

     Alliance Trophy Club, Inc., a Delaware corporation, was founded on March 4,
1997 to build custom luxury single family homes and develop residential real
estate by purchasing and maintaining in inventory a few single family lots for
sale or home construction. On July 15, 1997, we acquired Castle Custom Homes,
Inc., which since 1991 has been a builder of custom, luxury single family homes.
We operate principally in the Dallas/Fort Worth, Denton County, Texas suburban
area, within two sections of the community known as Trophy Club. Trophy Club is
located approximately 17 miles west of the Dallas/Fort Worth International
Airport and five miles from Alliance Center, Ross Perot, Jr.'s 7,500 acre
industrial park. In addition, in March 1999, we began engaging in residential
renovation and commercial "finish-out" work in the greater Dallas/Ft. Worth
area.

     The address of our principal executive offices is 104 Houston Street, Suite
D, Roanoke, Texas 76262 and the telephone number is (817) 430-1010.

The Offering

(A) Common stock offered
       by the company.....................    500,000 shares.  See "DESCRIPTION
                                              OF SECURITIES."

(B) Common stock offered by


                                       4
<PAGE>



     the selling shareholders ............    550,000 shares. See "DESCRIPTION
                                              OF SECURITIES."

(C) Common stock outstanding
     Before offering......................    3,158,500 shares

     After offering.......................    4,208,500 shares

(D)  Use of Proceeds....................      Assuming an offering price to the
                                              public of $1.00, we would have
                                              about $430,000 in net proceeds,
                                              after expenses. We plan to use the
                                              net proceeds of this offering to
                                              pay $100,000 of indebtedness to
                                              the President of the company, to
                                              repay the most burdensome debt we
                                              have incurred to acquire our real
                                              property inventory, and to promote
                                              our residential and commercial
                                              "finishing out" business, which
                                              has a higher gross profit than our
                                              homebuilding work, and for working
                                              capital. We will not receive any
                                              of the proceeds of the sale of the
                                              shares of selling shareholders.
                                              See "USE OF PROCEEDS."

Summary Financial Data

     The following financial information summarizes the more complete historical
financial information at the end of this prospectus. Our independent public
accountants, Buzzelli & Company, have audited our 1997 and 1998 financial
statements. You should read the information below along with all other financial
information and analysis in this prospectus. Please don't assume that the
results below indicate results that we'll achieve in the future.

<TABLE>
<CAPTION>
                                                                 Fiscal Year Ended                        Three Months Ended
                                                                    December 31,                                March 31,
                                                             --------------------------               ---------------------------
                                                              1998                 1997                 1999                 1998
                                                             -----                 ----                 ----                 ----
                                                                                                               (Unaudited)
<S>                                                        <C>                  <C>                  <C>                  <C>
Statement of Operations Data:

Net Revenue                                                $2,907,287           $1,640,222           $  916,270          $  334,176
Cost of Sales                                               2,657,598            1,511,322              835,147             316,399
Gross Profit                                                  249,689              128,900               81,123              17,777
</TABLE>


                                       5
<PAGE>


<TABLE>
<S>                                                         <C>                  <C>                  <C>                 <C>
Total Expenses                                                225,964              123,604               73,109              38,268
Operating Income (Loss)                                        23,725                5,296                8,014             (20,491)
Interest Income (Expense)                                       1,520               (1,784)               3,302                  11
Net Operating Income (Loss)                                    25,245                3,512               11,316             (20,480)
Provision for Income Tax                                         --                   --                  1,697                   0

Balance Sheet Data:

Working Capital                                               452,633              355,051              642,387             313,410
Total Assets                                                1,604,103            1,677,099            2,916,422           1,904,515
Current Liabilities                                           748,299              910,277            1,871,864           1,183,696
Long-Term Liabilities                                         374,941              399,464              374,076             374,941
Shareholders Equity                                           480,863              366,358              670,482             345,878
</TABLE>

                                  * * * * * * *

                                  RISK FACTORS

     Please carefully consider the following risk factors as well as the other
     information set forth in this prospectus before deciding to invest in the
     common stock.

A.   Risks Associated with Our Financial Position

     We require additional capital to finance our business activities on an
ongoing basis. Our business consists mainly of land development and
construction. Such development and construction currently has been exclusively
residential, although in the future it could include commercial development. In
some cases we build luxury homes to order for specific customers at negotiated
prices. However, in most cases our activities are extremely speculative because
we purchase single family homesites on which we build one or more model homes
before we have a buyer for the homesite or a contract to construct the house.
Therefore, until we obtain a purchaser, we spend significant amounts of money,
most of which we obtain from bank borrowings, for land purchase, development and
construction costs. That is why we require substantial equity or debt financing
to finance our business activities on an ongoing basis.

     We don't expect to have any significant assets other than our inventory of
lots held for construction of single family homes and our interests in the
projects in which we'll invest, if any. These interests likely will be
subordinate to our bank financing. In addition, no other party will insure or
guarantee our obligations under

                                       6
<PAGE>



such financing or will be obligated to make capital contributions to us at any
time for the purpose of paying such obligations.

     As a development stage entity, our future financial results are very
uncertain. Our ability to continue as a going concern is dependent upon our
ability to obtain the capital necessary to acquire and to successfully develop
homesites in the Trophy Club community, as to neither of which any assurance can
be given. Our ability to attain and maintain profitability depends, among other
things, on:

     (a) our ability to expand the residential and commercial "finishing out"
business we launched in March 1999;

     (b) our ability to

          (1)  design and build homes of quality within budget;

          (2)  sell our homes at a price sufficiently greater than our cost of
               construction, debt service and general and administrative
               expenses; and

          (3)  obtain capital in addition to the funds sought to be raised in
               this offering;

     (c) the demand for housing in the Trophy Club development in Denton County,
Texas, in which we may principally construct homes; and

     (d) the market acceptance of our designs and our construction of homes.

     We cannot assure you that our efforts will be successful or that our
limited profitability for fiscal 1998 and the three months ended March 31, 1999
can be sustained, in which event investors could suffer a total loss of all
funds invested in the common stock.

B.   Business Factors that May Affect Our Operations


                                       7
<PAGE>


     We're dependent on one residential development. Our activities are
concentrated in the Dallas/Ft. Worth, Texas suburban area. Accordingly, our
business and profitability generally depend upon economic and other conditions
in that part of the United States. Typically, such areas are subject to the
normal business cycle as well as economic fluctuations related to the price of
crude oil, and downturns are to be expected, although no one can accurately
predict the timing of their occurrence.

     We have limited experience in renovation work. In March 1999, we retained
Brian Small to be our Vice President of Operations, in charge of a new line of
business for us: residential renovation and commercial "finish-out" work.
Although Mr. Small has nine years of experience in this area, we can't assure
you that we will be able to obtain work in that business or that we can perform
profitably any such work we do obtain.

     We depend on others for sales. We've entered into agreements with various
independent sales representatives to promote, market and sell our homes, and
although we're dependent on such persons for the sale of our homes, we can't
assure you that these sales representatives will be successful. In addition, the
agreements with our sales representatives are terminable by either party upon 30
to 90 days notice. If any of the agreements are terminated, it is possible that
suitable sales representatives will not be available on terms favorable to us,
which would have a material adverse effect on the results of our operations.

     We do not have committed buyers at the time real estate development or
construction commences. Residential land developments typically are sold on a
lot-by-lot basis, and parties that provide financing to us on a senior basis
typically will be repaid proportionately as our lots are sold. Lot sales
generally occur at least a year or more after initial development commences.
With respect to sales of any homes financed by us, the construction lender
typically will be repaid in full upon closing of the home sale, which generally
will not occur until at least six months after construction commences. For
high-end homes, repayment could take a year or longer. Since development and
construction will generally be on a speculative basis, we won't have a committed
buyer at the time development or construction commences and we can't assure you
that any home sales will take place.


                                       8
<PAGE>


     We develop unimproved properties, which is riskier than developing improved
properties. The purchase of raw land for construction and development is
speculative and subject to greater risk than is the purchase of properties with
operating histories. Factors beyond our control may cause delays in, or
increases in the cost of, development. These factors may include, among others,
adverse weather and shortages of and increases in the cost of labor and
materials. Further, we base the prices that we're willing to pay for land to be
developed on projections of income from the sale of single family homes or
buildings upon completion of construction. These projections are based on
assumptions which may prove to be inaccurate and therefore cannot be relied upon
to indicate the actual results which we'll obtain.

     Land inventory risk can be substantial for homebuilders. The market value
of undeveloped land, buildable lots and housing inventories can fluctuate
significantly as a result of changing economic and market conditions. In the
event of significant changes in economic or market conditions, we may have to
sell homes at a loss or hold land in inventory longer than planned. Inventory
carrying costs can be significant and can result in losses in a poorly
performing project or market.

     Real estate development in general is affected by general and local
economic conditions. As a real estate developer, we're subject to risks such as

     (a)  competitive overbuilding,

     (b)  the availability and cost of land,

     (c)  construction delays,

     (d)  cost overruns,

     (e)  lack of infrastructure, (such as roads, water, sewage facilities and
          utilities),

     (f) increases in real estate taxes, and other local government fees.


                                       9
<PAGE>


     The homebuilding industry is cyclical and is significantly affected by
changes in general and local economic conditions. Such conditions include the
availability of financing, inflation, interest rates, employment levels,
consumer confidence and housing demand. A significant increase in prevailing
interest rates may result in a decrease in demand for our homes or in
cancellations of sales contracts. In addition, an oversupply of alternatives to
new homes, such as rental properties and used homes, could depress prices and
reduce margins for the sale of new homes.

     Our ability to sell homes is dependent upon the availability and cost of
mortgage financing to home buyers. Some of our expected buyers may finance their
purchases through Federal Housing Administration insured mortgages or Veterans
Administration guaranteed mortgages, or through mortgages provided by savings
and loan associations and other conventional sources. We can't assure you that
the federal mortgage programs will be continued in their present form, if at
all. Even if financing is available, increases in home mortgage interest rates
may make permanent mortgage financing less affordable to our customers. In
addition, changes in federal income tax laws which seek to limit the
deductibility of mortgage interest or eliminate the tax-free rollover treatment
when proceeds of the sale of a principal residence are reinvested in a new
principal residence could make acquiring or selling a home less attractive to
some of our customers. We could be materially and adversely affected if mortgage
financing from traditional sources does not remain readily available, changes in
tax laws make acquiring a home less desirable or interest rates or other
financing costs become unattractive to home buyers.

     We're subject to government regulation, and we may be subject to building
moratoriums. We and our competitors are subject to Federal, state and local
laws, ordinances and regulations concerning, among other things, environmental
matters, zoning, building design and density levels. We may be subject to delays
or may be precluded from developing certain projects because of future building
moratoriums or changes in statutes or rules. The State of Texas and various
counties, including Denton County, may declare moratoriums on the issuance of
building permits and impose restrictions in areas where the infrastructure
(e.g., roads, schools, parks, water and sewage treatment facilities and other
public facilities) doesn't meet minimum standards.

     We participate in a very competitive industry. The business of building
single family homes has no substantial barriers to entry. In addition, the
homebuilding industry is highly competitive and fragmented.


                                       10
<PAGE>



Homebuilders compete for desirable properties, financing, raw materials and
skilled labor, as well as for home buyers. We compete with a significant number
of national, regional and local homebuilding companies, virtually all of which
have substantially greater financial, marketing, sales and other resources than
we do, and with individuals selling their existing homes and with available
rental housing. In addition, we may compete with sales of homes at deeply
discounted prices by competitors (principally for financial reasons), lenders,
the Federal Deposit Insurance Corporation and other similar institutions.

     The competitive conditions in the homebuilding industry could result in:

     o    difficulty in acquiring suitable land at acceptable prices;

     o    increased selling incentives;

     o    lower sales; or

     o    delays in construction.

Any of these problems could adversely affect our results of operations.

     Homeowners' insurance could become scarce and expensive. Several insurance
carriers in other states have opted not to write homeowners' insurance, and a
significant number of other insurance carriers have opted only to renew existing
policies and not to write new insurance policies. These practices have resulted
in a widespread shortage of available private insurance for homeowners in the
affected states. Should these events occur in Texas, the inability of homeowners
to obtain cost-effective or any homeowners' insurance would have an adverse
effect on demand for new homes and, as a result, on our homebuilding business.

C.   Risks Related to the Offering

     We have no underwriter. We're making this offering through our management
on a "best efforts" basis. We have no commitment from any potential subscribers,
and we can't assure you that any shares of our common stock will be sold
pursuant to this offering. In addition, since we have not engaged the services
of an underwriter, no independent due diligence review of the company, its
affairs and financial condition has been


                                       11
<PAGE>


performed. Furthermore, lack of underwriter or broker-dealer participation in
the offering is likely to increase the risk that no active public trading market
for our securities will develop upon completion of this offering.

     We can't predict our financial results. We have not prepared, and are not
utilizing in connection with the offering, any financial projections. In
addition, no one is authorized to make predictions of the financial results
which we may achieve following the completion of the offering.

     We'll need substantial additional funds to expand our business. Although no
assurance can be given, we believe that the maximum net proceeds of this
offering, the receipt of which we can't assure, together with anticipated
revenues from the sale of our products, will be sufficient to fund our
operations for at least 12 months. However, even if the maximum proceeds of this
offering are received, we may require substantial additional funds to be able to
expand our business. Therefore, we may seek additional financing following the
completion of this offering. However, we have no current commitment to obtain
additional funds and we're unable to identify any potential source of such
additional funds. To the extent that we incur additional indebtedness, we will
be subject to certain related risks, including the risks that we may be required
to mortgage, pledge or relinquish material rights to assets that we otherwise
would not give up and that our cash flow may be insufficient to pay principal
and interest on such indebtedness. Our ability to make principal and interest
payments on such indebtedness depends on our future operations, which may be
affected by financial, economic and other factors beyond our control, and we
can't assure you that we'll be able to make principal and interest payments when
due. If adequate additional funds are not available, we may be required to
delay, reduce or eliminate our real estate development and/or "finishing out"
activities and limit our operations to those that we can finance from cash on
hand and the remaining proceeds of this offering, if any. We can't assure you
that any necessary additional financing can be obtained when needed and on terms
which we can afford.

     The offering price is arbitrary. Even though our common stock is publicly
traded, we arbitrarily determined the offering price of the common stock in the
offering. It should not be considered an indication of the actual value of the
securities or the company. Such price does not necessarily bear any relationship
to the book value, assets or current or prospective earnings of the company, or
to any other recognized criteria of value.



                                       12
<PAGE>


D.   Risks Related to the Company

     We're heavily dependent upon management. The success of our business is
principally dependent upon the active participation of Lance White, our
President, who has been in the homebuilding business since 1991 and is
responsible for our ability to design homes acceptable to consumers; hire, train
and retain qualified personnel and subcontractors; negotiate real property
acquisitions; and supervise home construction. Although we have an employment
agreement with Mr. White expiring in 2000, we don't maintain any "key man"
insurance on his life, and if we should lose his services for any reason
whatsoever, our business would suffer materially. We can't assure you that we
would be able to employ qualified person(s) on acceptable terms to replace Mr.
White.

     We may be unable to manage our growth. Our growth has placed severe demands
on our management, employees, operations and resources. To manage such growth,
we must improve our operating systems and attract and train additional qualified
personnel, and we may be required to expand our facilities. If we're unable to
effectively manage growth, our business, operating results and financial
condition could be adversely affected.

     We're effectively controlled by management. Lance White and our Chairman,
Franklin R. Kepler, have, and after completion of this offering they will
continue to exercise, effective control over the company. Accordingly, they will
be able generally to direct our affairs and the use of all funds available to
us, elect a majority of our directors and cause us to declare or refrain from
declaring dividends, increase our authorized capital, issue additional shares of
capital stock or other corporate securities and determine the outcome of all
matters submitted to the stockholders for approval. In addition, while we intend
to use the net proceeds of the offering as described in the "USE OF PROCEEDS"
section of this prospectus, Messrs. Kepler and White will have broad discretion
to adjust the application and allocation of the net proceeds to address changed
circumstances and opportunities, and our success will be substantially dependent
on their discretion and judgment. Such concentration of control may also have
the effect of delaying, deferring or preventing a change of control of the
company.


                                       13
<PAGE>



     Our certificate of incorporation limits our directors' liability. Under our
Certificate of Incorporation, our directors can't be held liable to us or our
stockholders for monetary damages for any act or omission unless it involves,
among other things:

     (i)  breach of the director's duty of loyalty to us or our stockholders;

    (ii)  acts or omissions not in good faith or which involve intentional
          misconduct or a knowing violation of law;

   (iii)  unlawful dividends or stock purchases or redemptions by us;

    (iv)  a transaction from which the director derived an improper personal
          benefit' or

     (v)  acts or omissions for which liability of a director is expressly
          provided by an applicable statute.

This provision does not affect the liability of any director under federal or
applicable state securities laws.

E.   Factors that May Affect Our Common Stock.

     You will experience immediate substantial dilution. Investors who purchase
our common stock will suffer an immediate substantial dilution because the net
tangible book value per share of common stock immediately after the offering
will be substantially less than the price per share of the offered securities.
They also will bear a disproportionate risk of loss compared to our officers and
directors, who have acquired approximately 2,500,000 shares for nominal
consideration.

     We could issue substantial amounts of additional shares without stockholder
approval, including preferred stock. Upon completion of this offering we would
have 4,791,500 shares of common stock unissued and not reserved for specific
issuances. All of these shares could be issued under many circumstances without
any action or approval by our stockholders, thus substantially diluting the
percentage ownership of the company


                                       14
<PAGE>


held by purchasers of the shares we're now offering and potentially adversely
affecting the market price of our common stock. We also are authorized to issue
1,000,000 shares of "blank check" preferred stock with such designations, rights
of conversion into common stock and other rights and preferences as may be
determined from time to time by our board of directors. Accordingly, our board
of directors, without stockholder approval, may issue preferred stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the subscribers for the securities.
The preferred stock thus could be utilized, under certain circumstances, as a
method of discouraging, delaying or preventing a change in control of us, which
could have the effect of discouraging bids for us and thereby prevent
stockholders from receiving the maximum value for their securities. Although we
have no present intention to issue any shares of our preferred stock, we may do
so in the future.

     We can't predict the future market price of our common stock. The future
sale of a substantial number of shares of our common stock, or the perception
that such sales could occur, could adversely affect prevailing market prices for
the common stock, if any. In addition, any such sale or perception could make it
more difficult for us to sell equity, or equity-related, securities in the
future at a time and price that we deem appropriate. Ninety (90) days following
this offering, 2,500,000 shares of our common stock which now are not publicly
saleable will become eligible for public sale under Rule 144. Although we can't
predict the effect, if any, that future sales of such shares will have on the
market price of our common stock, we expect such sales could depress such price
and limit our ability to raise capital through an offering of our equity
securities. See "SHARES ELIGIBLE FOR FUTURE SALE."

     We don't plan to pay dividends. We currently intend to retain earnings for
use in operations and the expansion of our business and therefore don't
anticipate paying cash dividends in the foreseeable future.

     The price of our common stock could be volatile. The market price for the
company's common stock after this offering may be highly volatile depending upon
various factors, including:

     o    quarterly variations in actual or anticipated results of our
          operations,

     o    announcements by us or our competitors,

     o    changes in interest rates,


                                       15
<PAGE>


     o    the national and Texas economy,

     o    general stock market conditions, and

     o    conditions in the real estate industry.

     Further, the trading volume of our stock currently is relatively small, and
the market for our stock may not be able to efficiently accommodate significant
trades on any given day. Consequently, sizable trades of our common stock may
cause volatility in the market price of our common stock to a greater extent
than in more actively traded securities. These broad fluctuations may adversely
affect the market price of our common stock.

     There are increased standards for maintaining the listing of our common
stock on the OTC Bulletin Board. Securities which are not eligible for listing
on a national securities exchange or NASDAQ can trade on either the
Over-the-Counter Bulletin Board ("OTCBB"), an electronic, computer-displayed
trading forum run by NASDAQ on which brokers and dealers can obtain current
quotes, trading data and a list of market makers for approximately 6,500
securities, or in the "Pink Sheets", a less automated telephone-based system
owned by the National Quotation Bureau (which is not affiliated with NASDAQ).

     In January 1999 the SEC approved the NASD's proposed Rules 6530 and 6540,
which severely restrict OTCBB eligibility. Rule 6530 limits quotation on the
OTCBB to the securities of domestic companies which file financial statements
with the SEC or banking or insurance regulators. Rule 6540 prohibits NASD member
firms from quoting prices for OTCBB stocks if the issuer has not filed current
financial statements with the SEC or appropriate regulatory authority. Pursuant
to the phase-in period which began in July 1999, for companies currently trading
on the OTCBB, we will have to subject ourselves to the reporting requirements of
the Exchange Act by August 1, 1999 in order to be able to continue to have our
securities traded on the OTCBB. In addition, in order to remain eligible for
quotation on the OTCBB, we must remain current in its filings with the SEC or
applicable regulatory authority, or we risk being delisted. If our stock was to
be delisted, it likely would have a material adverse effect on prevailing market
prices for the common stock as investors would find it more difficult to buy and
sell the common stock. Accordingly, subscribers might be unable to sell their
common stock when they wish to do so, if at all.


                                       16
<PAGE>


     There are limitations upon broker-dealers effecting transactions in "Penny
Stocks". Trading of our common stock is subject to material limitations as a
consequence of recently adopted amendments to the Exchange Act, which limits the
activities of broker-dealers effecting transactions in "penny stocks."

     Pursuant to Rule 3a51-1 under the Exchange Act, our common stock is a
"penny stock" because (i) it is not listed on any national securities exchange
or the NASDAQ Stock Market, (ii) it has a market price of less than $5.00 per
share, and (iii) we have net tangible assets of less than $2,000,000.

     Rule 15g-9 promulgated under the Exchange Act imposes limitations upon
trading activities on "penny stocks", and make selling our common stock more
difficult than selling securities which are not "penny stocks." Rule 15a-9
restricts the solicitation of sales of "penny stocks" by broker-dealers unless
the broker first:

     (i)  obtains from the purchaser information concerning his financial
          situation, investment experience and investment objectives,

    (ii)  reasonably determines that the purchaser has sufficient knowledge and
          experience in financial matters that the person is capable of
          evaluating the risks of investing in "penny stocks", and

   (iii)  delivers and receives back from the purchaser a manually signed
          written statement acknowledging the purchaser's investment experience
          and financial sophistication.

     Rules 15g-2 through 15g-6 promulgated under the Exchange Act require
broker-dealers who engage in transactions in "penny stocks" first to first
provide their customers with a series of disclosures and documents, including:

     (i)  a standardized risk disclosure document identifying the risks inherent
          in investing in "penny stocks",

    (ii)  all compensation received by the broker-dealer in connection with the
          transaction,


                                       17
<PAGE>


   (iii)  current quotation prices and other relevant market data, and

    (iv)  monthly  account  statements  reflecting  the fair market value of the
          securities.

     Consequently, the penny stock rule may reduce the level of trading activity
in the secondary market for our securities, may adversely affect the ability of
broker-dealers to sell our securities and may adversely affect the ability of
purchasers in this offering to sell any of the securities acquired in this
offering in the secondary market. In addition, we can't assure you that any
broker-dealer which initiates quotations for our common stock will continue to
do so, and the loss of any broker-dealer likely would have a material adverse
effect on the market price of our common stock.

     Anti-Takeover Provisions; Possible Adverse Effects of Authorization of
Preferred Stock. Our Certificate of Incorporation authorizes, without further
stockholder action, the issuance of up to 1,000,000 shares of preferred stock on
terms that may be fixed from time to time by the Board of Directors. The terms
of any series of preferred stock, which may include priority claims to assets
and dividends, and special voting rights, could adversely affect the rights of
holders of the common stock. These provisions could make the possible takeover
of the company or the removal of management of the company more difficult,
discourage hostile bids for control of the company in which stockholders may
receive premiums for their shares of common stock, or otherwise dilute the
rights of holders of common stock and the market price of the common stock.

     Delaware Anti-Takeover Law. We are subject to the General Corporation Law
of the State of Delaware, including Section 203, an anti-takeover law enacted in
1988. In general, the law prohibits a public Delaware corporation from engaging
in a "business combination" with an "interested stockholder" for a period of
three years after the date of the transaction in which the person became an
interested stockholder unless: (i) prior to such date, the board of directors
approved the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder; or (ii) upon becoming an
interested stockholder, the stockholder then owns at least 85% of the voting
securities, as defined in Section 203; or (iii) subsequent to such date, the
business combination is approved by both the board of directors and the
stockholders. "Business combination" generally is defined to include mergers,
asset sales and certain other transactions with an "interested stockholder." An
"interested stockholder" generally is defined as a person who, together with


                                       18
<PAGE>



affiliates and associates, owns (or, within the prior three years, did own) 15%
or more of a corporation's voting stock. Although Section 203 permits us to
elect not to be governed by its provisions, to date we have not make this
election. As a result of the application of section 203, potential acquirors of
the company may be discouraged from attempting to effect an acquisition
transaction with us, thereby possibly depriving holders of our securities of
certain opportunities to sell or otherwise dispose of such securities at
above-market prices pursuant to such transactions.

                           FORWARD LOOKING STATEMENTS

     This prospectus contains statements that plan for or anticipate the future.
Forward-looking statements include statements about the future of our business,
statements about our future business plans and strategies and most other
statements that are not historical in nature. In this prospectus,
forward-looking statements are generally identified by the words "anticipate,"
"plan," "believe," "expect," "estimate," and the like. Because forward-looking
statements involve future risks and uncertainties, there are factors that could
cause actual results to differ materially from those expressed or implied. For
example, a few of the uncertainties that could affect the accuracy of
forward-looking statements include:

     o    risks and uncertainities, including the risk factors listed in this
          prospectus,

     o    general economic and business conditions,

     o    business opportunities that may be presented to and pursued by us,

     o    changes in laws or regulations and other pactors, many of which are
          beyond our control, and

     o    the ability to obtain project financing on favorable conditions.

     These statements are based on certain assumptions and analyses made by us
in light of our experience and our perception of the following:

     o    historical trends,

     o    current conditions,

     o    expected future developments, and

     o    other factors we believe are appropriate in the circumstances.


                                       19
<PAGE>


         Such statements are subject to a number of assumptions including:

     o    risks and uncertainties, including the risk factors listed in this
          prospectus,
     o    general economic and business conditions,

     o    business opportunities that may be presented to and pursued by us, o
          changes in laws or regulations and other factors, many of which are
          beyond our control, and

     o    the ability to obtain project financing on favorable conditions.

                                 USE OF PROCEEDS

     We estimate the net proceeds to us from the sale of our 500,000 shares of
common stock in this offering, after deducting the estimated offering expenses
payable by us, to be approximately $430,000. We plan to use the net proceeds as
follows:

<TABLE>
<CAPTION>
                                   Approximate
                                                              Amount of                   Percentage of
Anticipated Application                                      Net Proceeds                  Net Proceeds
- -----------------------                                      ------------                  ------------
<S>                                                         <C>                                  <C>
(a)  Payment of indebtedness to Lance White
     incurred in connection with our purchase of
     his homebuilding company
         (see "Business-Background")                        $100,000                             23%

(b)  Prepayment of the most burdensome
     debt we have incurred to acquire our
     real property inventory                                 200,000                             47%

(c)  Promotion of our "finishing out"
     business                                                100,000                             23%
     Working capital                                          30,000                              7%
                                                            $430,000
                                                            --------
</TABLE>

                                       20
<PAGE>


     We caution you that the cost, timing and amount of funds required for all
specific uses by the company can't be precisely determined by us at this time
and is at management's discretion. We will not receive any of the proceeds of
shares sold by the selling shareholders.

                                    DILUTION

     Purchasers of the common stock being sold by the company in this offering
will suffer an immediate substantial dilution because the net tangible book
value per share of common stock immediately after the offering will be
substantially less than the $1.00 price per share of common stock in this
offering. They also will bear a disproportionate risk of loss compared to our
officers and directors, who have acquired approximately 2,500,000 shares for
nominal consideration.

                                 DIVIDEND POLICY

     We currently intend to retain earnings for use in the operation and
expansion of our business and therefore don't anticipate paying any cash
dividends in the foreseeable future. Cash dividends, if any, that may be paid in
the future to holders of common stock will be payable when, as, and if declared
by our board of directors, based upon its assessment of our financial condition,
our earnings, need for funds, capital requirements and other factors. See
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS."

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

     The following is a discussion of certain factors affecting our results for
the two fiscal years ended December 31, 1998 and 1997, and the quarter ended
March 31, 1999, and our liquidity and capital resources. This discussion and
analysis should be read along with our financial statements and their notes,
which begin on page F-2 of this prospectus.


                                       21
<PAGE>


     As a reminder, our fiscal year ends on December 31. The years mentioned
throughout this prospectus are fiscal years.

Results of Operations

     Comparison of the Three Months Ended March 31, 1999 and 1998

     For the three months ended March 31, 1999 and 1998, our net revenues
increased approximately 174% from $334,176 to $916,270. We had a net profit of
$11,316 (unaudited) and a net loss of $20,480 (unaudited), respectively, or
$.003 and $.009 per share. We expect to see a significant increase in revenues
for the second quarter of 1999 as a result of the recent sale of one of our
homes under construction for approximately $630,000 as well as eight recent
commitments for commercial finish-out and residential renovations in the
Dallas/Ft. Worth area totaling approximately $863,400.

     Comparison of the Years Ended December 31, 1998 and 1997

     For the years ended December 31, 1998 and 1997 our net revenues increased
approximately 77% from $1,640,222 to $2,907.298. We had a net profit of $25,245
and $3,512, respectively, or $.009 and $.002 per share.

Liquidity and Capital Resources

     Comparison of the Three Ended Months March 31, 1999 and 1998

     For the three months ended March 31, 1999 and 1998, we had assets of
$2,916,422 and $1,904,515, total liabilities of $2,245,940 and $1,558,637, and
total shareholders' equity of $670,482 and $345,878. As of March 31, 1999, we
had $642,387 in working capital, compared to $313,410 as of March 31, 1998. This
increase is primarily attributable to an increase in cash and inventory in
process. We may seek to raise additional capital to finance our operations. We
can't assure you that any offering will be successful.



                                       22
<PAGE>


     Comparison of the Years Ended December 31, 1998 and 1997

     For the year ended December 31, 1998 and 1997, we had assets of $1,604,103,
and $1,677,099, respectively, total liabilities of $1,123,240 and $1,309,741,
and total shareholders equity of $480,863 and $366,358. Our working capital as
of December 31, 1998 was $452,633 compared to $355,051 as of December 31, 1997.
This increase is primarily attributable to a decrease in our current
liabilities, specifically loans payable, and an increase in our cash.

     We believe that our current capital resources, including the proceeds of
this offering, will be sufficient to meet our capital requirements and
obligations for at least the next 12 months.

Inflation

     Inflation can have a significant impact on our liquidity. In prior years
rising costs of land, materials, labor, interest and administrative costs have
generally been recoverable through increased selling prices. However, we can't
assure you that we will be able to continue to increase prices to cover the
effects of future inflation, especially if inflation is higher than it has been
in the past few years.

Year 2000

     We have assessed and formulated a plan to resolve Year 2000 issues by
hiring an outside computer technician to evaluate our computer systems. Our
technician found our software systems to be 90% compliant and our computer
hardware equipment to be 100% compliant. We expect all of our software systems
to be Year 2000 compliant by the end of July 1999. We do not anticipate the
costs of implementation of our plan to have a material impact on future
earnings, and the cost of implementation is expected to be funded through
operations.

     We have not communicated with our subcontractors and suppliers to assess
the state of their readiness for the Year 2000, as we believe that if any of
these third parties lack readiness for the Year 2000, such unreadiness would not
have a substantial impact on our operations.


                                       23
<PAGE>


     We believe we are on track to solve our Year 2000 issues and believe we
will not have a material loss of revenues due to Year 2000 issues, but we can
give you no assurance in this regard.

     We caution you that any such statements are not guarantees of future
performance and that actual results or developments may differ materially from
those projected in the forward-looking statements.



                                       24
<PAGE>


                                    BUSINESS

Background

     We were formed as a corporation under the laws of the State of Delaware on
March 4, 1997, principally to engage in residential real estate development
within the Dallas/Fort Worth, Texas area by developing middle market properties
in the Trophy Club residential community located near the Alliance Center.

     On July 15, 1997 we effectively commenced commercial operations by
acquiring Castle Custom Homes, Inc., a local builder of custom, luxury single
family homes since 1991. We purchased that business from the President of the
company and his wife for a price of $450,000, payable $100,000 in cash at
closing and the balance by delivery of our five year promissory note requiring
60 monthly installments of $5,833.33. See "Certain Relationships and Related
Transactions."

     Our real estate development activities consist of purchasing and
maintaining an inventory of a few single family home lots in two sections of the
Trophy Club development and selling the lots and any homes we build on the lots.
Our decision of whether to purchase any particular single family home lot or to
invest in any particular commercial or residential real estate project depends
upon various factors, including the amount of our funds then available and the
availability of other projects for investment at the same time. We are not
required to diversify our investments.

     In March 1999, we expanded our business to engage in residential renovation
and commercial "finish-out" work when we retained the services of Brian Small,
the former President of Sawhorse Inc.

The Company

Trophy Club Development

     Our real estate operations are focused in the residential communities
called "The Villas of La Maison" and "The Villas of Les Saison", located in
Trophy Club, Texas (collectively, the "Development"). We've been


                                       25
<PAGE>


constructing homes in the Development since 1995. The sale price for the homes
we build ranges from $350,000 to $950,000. We typically obtain our construction
contracts based on the recommendations of the architects who design the
dwellings for the customer.

     The Development is in the Dallas/Ft. Worth metroplex in Denton County,
Texas, approximately 17 miles west of the Dallas/Ft. Worth International Airport
and five miles from the Texas Motor Speedway and the Alliance Center. The Texas
Motor Speedway has a new 160,000 seat stadium which is expected to be the site
of several stock car races each year. The Alliance Center is Ross Perot, Jr.'s
7,500 acre industrial park. It contains Alliance Airport, which is the largest
cargo airport in North America, as well as the southwest regional air cargo
center of Federal Express and the shipping center of Santa Fe Railway. Alliance
Center also provides access to extensive rail and highway networks, and it
contains office, distribution, manufacturing and retail operations of several
large corporations. We anticipate, although we can't assure you, that the
employees of the occupants of Alliance Center will constitute the principal
housing market for the Development.

     The Development has landscaped entries with electronic entry gates and
perimeter fences. A private homeowners' association was organized to maintain
all streets, front yards and common areas. The town of Trophy Club has a private
country club, 36-hole golf course, 13-acre park, community pool and playground,
public and private tennis courts and nearby water sports. In November 1995, D
Magazine rated the best places to live in the Dallas/Fort Worth metroplex, and
Trophy Club was rated second overall in the top rated communities and in quality
of life.

     The Development consists of 44 homesites, or lots, of between 5,000 and
9,000 square feet. Homes generally are between 2,000 and 2,800 square feet.
Undeveloped homesites in the Development currently sell for between $45,000 and
$55,000. To date we have constructed and sold five homes in the Development, we
have constructed one home that has not yet been sold, and we have sold one
undeveloped lot. As of June 21, 1999, we owned six of the 31 remaining
undeveloped lots in the Development. We have no contracts to build homes on
those lots and we're holding them for future development. We also own one lot
containing a model home. We have no contractual right to purchase any additional
lots, and the actual price of any lots purchased by us in the future will be
subject to negotiation.



                                       26
<PAGE>


Renovation Activities

     In March 1999, we retained the services of Brian Small, who was the
President of Sawhorse Inc., a Dallas/Ft. Worth design firm engaged in
residential renovation and commercial tenant "finish-out" work. "Finish-out"
work is needed when a commercial tenant leases a space that has been stripped to
the building's infrastructure. The "finish-out" workers construct and complete
the interior space. We plan to expand into the commercial market as well as the
renovation side of the residential real estate market. To date we have received
eight commitments for commercial finish and residential renovation jobs which
total approximately $863,400.

Land Development Activities

     In the event we elect to enter into additional land development projects,
and we can't assure you that we will, each development likely would be owned by
an entity which would provide for limited liability of its owners, such as a
limited partnership or limited liability company, in order to prevent creditors
of the entity from pursuing other assets of ours in order to satisfy their
claims. For example, if a particular development entity was unable to pay all
its bank financing, the bank would only be able to look to the entity's assets
and any guarantees for repayment, and not to other entities or other assets in
which we had an interest.

     Land developers may conduct land development activities on our behalf in
areas outside of Denton County. Such other land development activities may be on
a fee basis or pursuant to a joint venture arrangement in which profits are
split. One or more other parties, including parties providing development or
construction services or third party financing, may have priority over us as to
distributions from the development project, and one or more other parties may
contribute services or property to the joint venture rather than cash. The
respective profit participation of each of the parties will be negotiated on a
project-by-project basis.

     Lots developed for residential uses would be marketed to home builders on a
cash or terms basis. Generally, each builder would be required to make an
initial deposit for each lot it wants and to agree to a takedown schedule. In
addition, we might construct homes on some lots.


                                       27
<PAGE>


Additional Project Financing

     Our interest in a project will be either an equity position or an unsecured
debt. Any development and construction projects in which we invest may also be
funded in part by financing provided by one or more third parties. Such senior
lenders may include banks, savings and loans, land owners and other lenders or
investors. If such loans are made directly to us, they would be obligations of
ours, and the lenders would be granted first priority interests in the assets
financed by their funds. In the case of development or construction through a
joint venture, such third party loans would be debts of the joint venture and
not direct obligations of ours, and such third party lenders would be granted
first priority interests only in the joint venture.

     Federal guidelines generally restrict banks to lending between 50% and 70%
of the total cost of developing a project or 60% to 80% of the cost to build a
home. If banks are used for development or construction financing, we would need
to obtain funds in excess of the banks' lending limits.

     As lots are developed and sold to builders, the lending institution dollars
would be repaid from the sales proceeds before repayment of any of our other
indebtedness. The same procedure would be applied to the repayment of interim
home construction loans. Lenders generally release individual lots as they are
sold, subject to payment to the development lender of a release fee. The release
fee varies from lender to lender but generally approximates 80% of the sales
price.

     We can't assure you that any such additional financing will be available
when needed, and what the terms of any such financing will be, including
interest and repayment.

Competition

     The business of building single family homes has no substantial barriers to
entry. In addition, the homebuilding industry is highly competitive and
fragmented. Homebuilders compete for desirable properties, financing, raw
materials and skilled labor, as well as for home buyers. We compete with a
significant number of national, regional and local homebuilding companies,
virtually all of which have substantially greater financial, marketing, sales
and other resources than we do, and with individuals selling their existing
homes and


                                       28
<PAGE>



with available rental housing. In addition, we may compete with sales of homes
at deeply discounted prices by competitors (principally for financial reasons),
lenders, the Federal Deposit Insurance Corporation and other similar
institutions.

Employees

     We have four full-time employees.

Legal Proceedings

     We're not a party to any pending legal proceedings.

Properties and Equipment

     We occupy approximately 1,000 square feet of office space at 104 Houston
Street, Suite D, Roanoke, Texas, which we lease from an unaffiliated landlord at
an annual rental of $12,000. The lease expires December 2001.

                                   MANAGEMENT

Directors and Executive Officers

     Set forth below is certain information concerning our directors and
executive officers:

Name                    Age      Position
- ----                    ---      --------

Franklin R. Kepler      37       Chairman of the Board and Treasurer

Lance White             35       Chief Executive Officer, President and Director


                                       29
<PAGE>



Brian Small             31       Vice-President Operations

     Franklin R. Kepler: Mr. Kepler, age 37, has been our Chairman and Treasurer
since April 15, 1997. He currently is a financial consultant. He has worked as a
broker in the securities business for approximately the last nine years. From
July 1997 to March 1998, he worked at Cantella & Co.; from January to June 1997,
he worked for Eisner Securities; from June 1995 to December 1996, he worked for
Sunpoint Securities; from April to June 1995 he worked at Fortis Investors; from
July 1994 to April 1995 he was a Vice President at Paine Webber and from March
1990 to July 1994 he was a Vice President at Dean Witter. He also is President
and a director of Premier Enterprises Holdings, Inc., which operates a
restaurant in Maui, Hawaii.

     Lance White: Mr. White, age 35, has been our President and Chief Executive
Officer since May 1, 1997. He has built custom luxury homes for over 10 years.
Mr. White founded and has been President of Castle Custom Homes, Inc., a Texas
home builder, since 1991. He graduated from the University of North Texas in
Denton, Texas with a degree in real estate.

     Brian Small: Mr. Small, age 31, joined us in March 1999 as Vice President
of Operations. Since June 1999, he has owned Sawhorse Inc., a residential and
commercial design and building contracting firm in Southlake, Texas. From August
1990 to June 1995, he was the Construction and Project manager for Charles Davis
Custom Designs, Inc. in Dallas, Texas. Mr. Small graduated from Baylor
University in Waco, Texas with a Bachelor of Business Administration.

Executive Compensation

     The following table summarizes the compensation for the fiscal year ended
December 31, 1998 and the prior two years earned by or paid to the Chief
Executive Officer. No executive officer earned over $100,000 per year during
those years.



                                       30
<PAGE>



                               Annual Compensation

           Name                       Year                      Salary
           ----                       ----                      ------

           Lance White                1998                      $60,000
                                      1997                      $50,000

     Employment Agreements. Effective May 1, 1997, we entered into a three year
employment agreement with Mr. Kepler as our Chairman of the Board at an annual
salary of $75,000 and such bonuses as may be determined by our board of
directors. To date, because of our limited working capital, we have not paid Mr.
Kepler anything under this agreement. Effective July 15, 1997 we entered into a
three year employment agreement with Mr. White as our President and Chief
Executive Officer at an annual salary of $60,000, a bonus of 5% of the gross
profit on each residential or commercial structure built by us for a customer,
and such other bonuses as may be determined by our board of directors.

Limited Liability of Directors

     As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware, (the "DGCL"), Article Ninth of our Certificate of
Incorporation provides that our directors can't be held liable to us or our
stockholders for monetary damages for breach of fiduciary duty as a director
other than (i) for any breach of the director's duty of loyalty to us or our
stockholders, (ii) for acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit.

     Section 145 of the DGCL provides that a corporation may, under certain
circumstances, indemnify its directors and officers against expenses, judgments,
fines, and amounts paid in settlement, provided that these expenses have been
actually and reasonably incurred by the directors and officers by reason of
their capacity as such. Article Ninth of our Certificate of Incorporation
requires us to indemnify, to the fullest extent permitted by the DGCL, as
amended from time to time, any person who is, was, or has agreed to become a
director or


                                       31
<PAGE>



officer of the company against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

     In the event that a claim for indemnification against such liabilities
(other than the payment by us of expenses incurred or paid by one of our
directors, officers or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On July 15, 1997 we acquired Castle Custom Homes, Inc. from Lance White and
his wife for a purchase price of $450,000, of which $100,000 was payable at
closing with the balance payable in monthly installments of $5,833.33 over five
years. Due to our limited working capital, we have only paid $20,000 of the
purchase price and the sellers have waived our failure to make the other
payments when due. However, we intend to pay an additional $100,000 of the
purchase price out of the proceeds from this offering. See "USE OF PROCEEDS." At
the time of such purchase Mr. White already was President and a principal
stockholder of the Company. However, the terms of the acquisition, and our
related employment agreement with Mr. White, were negotiated at arm's length on
our behalf by our Chairman of the Board, Franklin R. Kepler.

     In May, 1997, a conflict of interest arose in determining the terms of our
employment agreement with Mr. Kepler, who established such terms in his sole
discretion in good faith. Although we believe Mr. Kepler's salary is reasonable,
we can't assure you that Mr. Kepler resolved this conflict of interest in our
favor. See "Management-Employment Agreements."


                                       32
<PAGE>


            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     Our common stock is currently listed on the Over-the-Counter Bulletin Board
under the symbol "ALLTE".

     The following table sets forth the range of high and low bid closing
quotations for our common stock for each quarter within the last two fiscal
years since quotation commenced, and for the first quarter of 1999, as provided
by the National Quotation Bureau, Inc. These quotations reflect inter-dealer
prices without retail mark-up, mark-down or commission and may not represent
actual transactions.

                                   BID PRICES

                                         LOW                        HIGH
                                         ---                        ----
     1999
     ----

     First quarter                       $ .50                     $2.00

     1998
     ----

     November 11 (first
     available) through
     December 31                        $1.0625                    $2.25

Holders of Record

     As of June 16, 1999, there were 18 holders of record of our common stock.

Dividends



                                       33
<PAGE>



     Since our inception, we have not declared any dividends on our common stock
and we do not anticipate paying any in the foreseeable future.

                             PRINCIPAL SHAREHOLDERS

     The following table contains information regarding ownership of our common
stock (which are our only voting securities) as of June 30, 1999 and as adjusted
to reflect the sale of shares of common stock proposed to be sold in this
offering by us and the selling shareholders, for

     (1)  each person who beneficially owns more than 5% of our common stock,

     (2)  each of our directors and executive officers, and

     (3) all of our directors and executive officers as a group.

We believe  that the  individuals  listed  below have the sole power to vote and
dispose of the number of shares listed opposite their respective names.

<TABLE>
<CAPTION>
                                                                              Percentage of Class
                                                                           Before             After
Name                       Office                 Shares Owned            Offering           Offering
- ----                       ------                 ------------            --------           --------
<S>                        <C>                    <C>                        <C>                 <C>
Franklin R. Kepler         Chairman of            1,000,000                  32%                 24%
                           the Board and
                           Treasurer

Lance White                Chief Executive        1,500,000                  47%                 37%
                           Officer, President
                           and Director


All Officers and                                  2,500,000                  79%                 59%
Directors as a Group
(2 individuals)
</TABLE>

                                       34

<PAGE>



                            SELLING SECURITY HOLDERS

     The following table sets forth certain information, as of the date of its
Prospectus, with respect to the Selling Security Holders and their shares of
common stock covered by this Prospectus. The number of shares of common stock
indicated as owned represent those shares issued or issuable to the Selling
Security Holders pursuant to consulting agreements with us, the terms of which
are described below. None of the Selling Security Holders has been a director,
officer or employee of, or has had any material relationship with, the company.
The Selling Security Holders may own additional shares of common stock that are
not covered by this Prospectus, and accordingly the company is not aware of the
extent to which a Selling Security Holder, upon the completion of the sale of
the shares of common stock covered by this Prospectus, may continue to own other
shares of common stock.

<TABLE>
<CAPTION>
Other Selling
Shareholders:
                                                 Shares to
                            Shares Owned         be sold
<S>                         <C>                  <C>               <C>          <C>        <C>
J. Pollack & Co., Inc.      100,000              100,000           0            3%         0

Federal Ventures, Inc.      50,000                50,000           0            1          0


Shareholder

Relations, Inc.             400,000              400,000           0            13         0
</TABLE>


     The selling shareholders each acquired their shares in consideration for
consulting services to be rendered to us. On April 13, 1999, we entered into a
three-month consulting agreement with Federal Ventures, Inc., and ("FVI"). We
agreed to compensate to FVI solely by issuing to it 50,000 shares of our
registered common stock. On June 8, 1999, we entered into a one-year consulting
agreement with Shareholder Relations, Inc. ("SRI"), and we agreed to compensate
SRI solely by issuing to it a total of 400,000 shares of our registered common
stock. Of the 400,000 shares, 200,000 shares are to be issued upon the
completion of two $250,000 financings, at the rate of 100,000 shares per
financing. We can't give you any assurances concerning when or if either of
these financings will be commenced, and, even if commenced, we can't assure you
that either of these

                                       35

<PAGE>


financings will be completed. On February 17, 1999, we entered into a 12-month
consulting agreement, as amended, with J. Pollack & Company, Inc. We agreed to
compensate J. Pollack & Company, Inc. solely by issuing to it 245,000 shares of
our common stock, of which 145,000 shares were issued pursuant to Rule 504 and
the remaining 100,000 shares are being registered in this offering.

                            DESCRIPTION OF SECURITIES
Authorized Stock

     Our authorized capital stock consists of 10,000,000 shares, of which
9,000,000 shares are common stock, par value $.0001, and 1,000,000 shares are
preferred stock, par value $.0001.

Common Stock

     We are authorized to issue 9,000,000 shares of common stock, par value
$.0001, of which 3,158,500 are currently outstanding. All outstanding shares of
common stock are, and the shares offered by us in this offering will be, duly
authorized, validly issued, fully paid and nonassessable. Holders of common
stock are entitled to receive dividends, when and if declared by the board of
directors, out of funds legally available for that purpose and to share ratably
in our net assets upon liquidation. Holders of common stock do not have
preemptive or other rights to subscribe for additional shares, nor are there any
redemption or sinking fund provisions associated with the common stock.

     Holders of common stock are entitled to one vote per share on all matters
requiring a vote of shareholders. Since the common stock does not have
cumulative voting rights in electing directors, the holders of more than a
majority of the outstanding shares of common stock voting for the election of
directors can elect all of the directors whose terms expire that year, if they
choose to do so. Our officers and directors will continue to control a majority
of the votes following completion of this offering and, accordingly, they will
be able to elect all of the members of our board of directors.


                                       36
<PAGE>


Preferred Stock

     We currently have no shares of preferred stock outstanding and we are not
offering any in this offering. However, our board of directors is authorized to
issue up to 1,000,000 shares of preferred stock in series and to establish from
time to time the number of shares to be included in each series and to fix the
designation, powers, preferences and rights of the shares of each series and any
qualifications, limitations or restrictions. Dividends on outstanding shares of
preferred stock if and when issued shall be paid or declared and set apart for
payment before any dividends shall be paid or declared and set apart for payment
on common shares with respect to the same dividend period.

Transfer Agent

     The transfer agent and registrar for our stock is Interwest Transfer
Company, Salt Lake City, Utah.

                         SHARES ELIGIBLE FOR FUTURE SALE

     Upon completion of this offering, we will have 4,208,500 shares of common
stock outstanding. Of that amount, all but 2,500,000 shares will be freely
tradeable without restriction or registration under the Securities Act, except
that any shares acquired by an "affiliate" of the company (as defined in the
rules and regulations promulgated under the Act) will be subject to the resale
limitations of Rule 144 under the Securities Act. Those 2,500,000 shares were
issued to our principal shareholders in May 1997 and are "restricted securities"
within the meaning of Rule 144 under the Securities Act. These shares will be
eligible under Rule 144 for public sale 90 days after the effectiveness of the
registration statement of which this Prospectus is a part. In general, under
Rule 144, as currently in effect, a person (or persons whose sales are
aggregated) who has beneficially owned restricted shares for at least a year is
entitled to sell within any three-month period a number of shares that does not
exceed the greater of 1% of the then outstanding shares of our common stock or
the average weekly trading volume in our common stock during the four calendar
weeks preceding such sale. Sales under Rule 144 are also subject to certain
manner-of-sale provisions, notice requirements and the availability of current
public information about us.


                                       37
<PAGE>


     We can't predict the effect, if any, that sales of restricted securities
could have on the market price of our common stock. Nevertheless, sales of
substantial amounts of our common stock under Rule 144 could adversely affect
such prices and, correspondingly, our ability to raise additional capital by
occurring at a time when it would be beneficial for us to sell securities.

                              PLAN OF DISTRIBUTION

Manner of Distribution by the Selling Security Holders

     We have been advised by the Selling Security Holders that they may sell
their 550,000 shares of common stock from time to time directly to purchasers in
privately negotiated transactions or, from time to time, they may offer the
shares for sale in the over-the-counter market through or to securities brokers
or dealers that may receive compensation in the form of discounts, concessions
or commissions from the Selling Security Holders. The Selling Stock Holders, and
any dealers or brokers that participate in the distribution of the shares of
common stock, may be deemed to be "underwriters" as that term is defined by the
Securities Act, and any profit on the sale of shares of common stock by them,
and any discounts, commissions, or concessions received by any such dealers or
brokers, may be deemed to be underwriting discounts and commissions under the
Securities Act. None of the selling shareholder's shares will be sold until all
of the shares offered by us are sold.

     We are paying the costs, expenses and fees of registering the shares
offered by the selling shareholders, not including any brokerage commissions or
similar selling expenses related to the sale of the shares of the common stock.
The selling shareholders shall have the sole and absolute discretion not to
accept any purchase offer or make any sale of shares if they deem the purchase
price to be unsatisfactory at any particular time. We can't assure you that all
or any of the shares offered in this prospectus will be issued to, or sold by,
the selling shareholders.


                                       38
<PAGE>


Manner of Distribution by the Company

     The 500,000 shares of common stock that we are offering will be managed by
us, without an underwriter, through our officers and directors, who will receive
no sales commissions or other compensation except for reimbursement of expenses
actually incurred for such activities. In connection with their efforts, they
will rely on the "safe harbor" provisions of Rule 3a4-1 under the Securities and
Exchange Act of 1934 (the "1934 Act"). Generally speaking, Rule 3a4-1 provides
an exemption from the broker/dealer registration requirements of the 1934 Act
for associated persons of an issuer. Our officers and directors will use their
best efforts to find purchasers for the shares. Our offering will end on
December 31, 1999.

     Because we are offering the shares without the participation of an
underwriter, the offering price of the shares being sold by the company has not
been determined by negotiation with an underwriter, as is customary in most
offerings. Investors are therefore subject to an increased risk that the price
of the shares has been arrived at arbitrarily.

     Investors should be aware that while this offering is being conducted
through our officers and directors, we retain the right to utilize the services
of broker/dealers who are members of the National Association of Securities
Dealers, Inc. ("NASD"). We reserve the right to pay commissions for sales made
by participating broker/dealers in an amount not to exceed 10% of the sales
price. Before the involvement of any broker/dealer in the offering, we must
obtain a "no objection" position from the NASD for any compensation
arrangements. Any broker/dealer that sells securities in this offering may be
deemed an underwriter as defined in Section 2(11) of the Securities Act of 1933.
We will amend the prospectus and the registration statement of which it is a
part to identify any selected broker/dealer at such time as such broker/dealer
sells 5% or more of the offering.

                                  LEGAL MATTERS

     We are being advised on the legality of the issuance of the common stock
offered by this prospectus by Hofheimer Gartlir & Gross, New York, New York,
which has represented us in the past and we anticipate that they will represent
us in the future. Hofheimer, Gartlir & Gross, LLP owns 100,000 shares of our
common stock.


                                       39
<PAGE>


                                     EXPERTS

     Our financial statements for the quarters ended March 31, 1999 and March
31, 1998, and for each of the years ended December 31, 1998 and December 31,
1997, appearing in this prospectus and elsewhere in the registration statement
have been included in reliance on the report of Buzzelli & Co., our independent
auditors, appearing on page F-2, and on the authority of that firm as experts in
accounting and auditing.

                             ADDITIONAL INFORMATION

     Prior to this offering, we have not been subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. We have filed
our Form SB-2 registration statement, together with exhibits, with the
Securities and Exchange Commission (the "SEC"). This prospectus, which
constitutes a part of the registration statement, does not contain all of the
information set forth in the registration statement and accompanying exhibits.
You'll find additional information about us and our common stock in the
registration statement and exhibits. For example, in this prospectus we've
summarized or referred to contracts, agreements and other documents that have
been filed as exhibits to the registration statement. The registration statement
and exhibits may be inspected without charge at the SEC's Public Reference Room
at 450 Fifth Street N.W., Washington, D.C. 20549. Copies of such material may be
obtained from the SEC's Public Reference Room upon payment of the applicable
fees. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The registration statement, including its
exhibits and schedules is also available on the SEC's website at www.sec.gov.
Additional information about us may also be obtained on our website at
www.whitecastlehomes.com.

     To date, we have not filed reports with the SEC, but we will be required to
do so upon completion of this offering. We intend to furnish annual reports to
our shareholders containing financial statements which have been audited and
reported upon by independent certified public accountants and other periodic
reports as we deem appropriate or that may be required by law. We will also
provide without charge upon written or oral request of each person who receives
this prospectus, a copy of any of the information that is incorporated by
reference. We will not provide the exhibits to the information that is
incorporated by reference unless the


                                       40
<PAGE>


exhibits themselves are specifically incorporated by reference. Direct all
requests to us at Alliance Trophy Club, Inc., 104 Houston Street, Suite D,
Roanoke, Texas 76262, (817) 430-1010.


                                       41

<PAGE>


                           ALLIANCE TROPHY CLUB, INC.
                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                Page

 <S>                                                                            <C>
 Report of Buzzelli & Company, Independent Auditors.............................F-2


 Balance  Sheet as of December  31, 1997,  and  Statement of Income and Retained
          Earnings   and   Statement   of  Cash   Flows   for  the   Year   then
          ended.................................................................F-__

 Notes to Financial Statements..................................................F-__

 Report of Buzzelli & Company, Independent Auditors............................ F-__

 Balance  Sheet as of December  31, 1998 and  Statement  of Income and  Retained
          Earnings   and   Statement   of  Cash   Flows   for  the   Year   then
          ended.................................................................F-__

 Notes to Financial Statements..................................................F-__

 Report of Buzzelli & Company, Independent Auditors............................ F-__

 Balance  Sheet as of March 31,  1999,  and  Statement  of Income  and  Retained
          Earnings  and  Statement  of Cash  Flows  for the  Three  Months  then
          ended.................................................................F-__

 Notes to Financial Statements..................................................F-__
</TABLE>


                                       42

<PAGE>


                           INDEPENDENT AUDITORS REPORT


To the Board of Directors and Stockholders
Alliance Trophy Club, Inc.
104 Houston Suite D
Roanoke, Texas 76262


We have audited the accompanying consolidated balance sheet of Alliance Trophy
Club, Inc. (a Texas corporation) including Castle Custom Homes, Inc., a wholly
owned subsidiary, as of December 31, 1997, and the related statements of income,
retained earnings and cash flows for the twelve months then ended. These
financial statements are the responsibility of the Alliance Trophy Club, Inc.s
and Castle Custom Homes, Inc. management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Alliance Trophy Club, Inc. and
Castle Custom Homes, Inc. as of December 31, 1997, and the results of its
operations and its cash flows for the twelve months then ended in conformity
with generally accepted accounting principles.


Buzzelli & Company
Denton, Texas
June 16, 1999


<PAGE>


                           ALLIANCE TROPHY CLUB, INC.

                                  CONSOLIDATED
                                  BALANCE SHEET
                                DECEMBER 31, 1997

ASSETS

Current Assets:

Cash                                               $     5,942
Inventory-In Process                                 1,259,386
                                                   -----------

     Total Current Assets                            1,265,328

Fixed Assets:
     Furniture and Equipment              2,473
     Automobile                          23,495
     Less Accumulated Depreciation      (13,387)        12,580
                                        --------
Other Assets:
     Escrow Deposits                                    11,500
     Investment                                        387,691
                                                   -----------
           Total Other Assets                          399,191
                                                   -----------
                                                   $ 1,677,099
                                                   ===========

LIABILITIES AND SHAREHOLDERS EQUITY

Current Liabilities:
     Accounts Payable                              $     1,251
     Loans Payable                                     905,173
     Accrued payroll taxes                               3,853
                                                   -----------
           Total Current Liabilities                   910,277

Long Term Liabilities:
     Notes Payable                                      11,773
     Notes Payable                                     387,691
                                                   -----------
           Total Long Term Liabilities                 399,464

Shareholders equity:
     Common Stock - .0001 par value
          Authorized 9,000,000 shares
          Issued and Outstanding 2,889,000                 289
     Additional Paid In                                289,211
     Retained Earnings                                  76,858
                                                   -----------
                                                   $ 1,677,099
                                                   ===========

              The accompanying notes are an integral part of these
                              financial statements.

<PAGE>


                           ALLIANCE TROPHY CLUB, INC.


                                  CONSOLIDATED
                    STATEMENT OF INCOME AND RETAINED EARNINGS
                  FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997

Revenue, net                                                          $1,640,222

Cost of Sales                                                          1,511,322
                                                                      ----------

Gross Profit                                                             128,900

Expenses:
Sales, General & Administrative Expenses                                 123,604
Total Expenses                                                           123,604
                                                                      ----------

Operating Income                                                           5,296

Interest Expense                                                           1,784
                                                                      ----------

Net Operating Income                                                       3,512
                                                                      ==========

Earnings Available for Common Stock                                        3,512

Average Shares of Common Stock                                         2,136,375

Earnings Per Share of Common Stock                                          .002
                                                                      ----------

Beginning Retained Earnings                                               73,346
                                                                      ----------

Ending Retained Earnings                                              $   76,858
                                                                      ==========

<PAGE>


                           ALLIANCE TROPHY CLUB, INC.



                                  CONSOLIDATED
                             STATEMENT OF CASH FLOWS
                  FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997


Cash flow (used) provided by operating activities:


Net income                                                            $   3,512
Noncash items included in net income
Depreciation                                                              2,950
Reconciliation of net income to change in cash


Increase in inventory-in process                                       (705,062)
Decrease in current portion Long Term Debt                               (3,803)
Decrease in accrued payroll taxes                                             9
Increase in loans payable                                               533,673
Increase in accounts payable                                                617

                                                                      ---------

Net cash provided by operating activities                               168,104


Cash flow (used) provided by investing activities

Escrow Deposits                                                           8,500
                                                                      ---------

Net cash used by investing activities                                     8,500

Cash flow (used) provided by financing activities
Notes payable                                                          (214,984)


Net cash provided by financing activities                              (214,984)

Net decrease in cash                                                     38,380

Balance at December 31, 1996                                             44,322
                                                                      ---------

Balance at December 31, 1997                                          $   5,942
                                                                      =========


                 The accompanying notes are an integral part of
                           these financial statements.

<PAGE>


                           ALLIANCE TROPHY CLUB, INC.


                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization

Alliance Trophy Club, Inc. (the Company) was incorporated in the state of
Delaware on March 4, 1997. The company provides residential real estate
development within Denton County, Texas. On July 15, 1997 the Company became a
builder of custom, luxury single family homes by acquiring Castle Custom Homes,
Inc., a wholly owned subsidiary, which has been in operation since 1991. The
company operates under the assumed name of White Castle Custom Homes.

Revenue recognition

The Company keeps its books on the accrual basis. The Company recognizes revenue
when it is earned and expenses when they are incurred. The Company generally
receives draws on the construction loans as it builds each house, recognizing
revenue on a percentage completion method.

Fixed Assets

Fixed Assets are reported at cost and are being depreciated utilizing the
straight-line method over the estimated useful life of the assets, such lives
ranging from three to ten years.

Inventory

The inventory consists of completed homes ready for sale such as
models. As well as, homes in various stages of completion.

Cash equivalents
The Company considers cash on hand and in bank as cash equivalents.

NOTE 2  COMBINED FINANCIALS

These financial statements include the accounts of Castle Custom Homes, Inc. a
wholly owned subsidiary.


<PAGE>


                           ALLIANCE TROPHY CLUB, INC.


                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997


NOTE 3  INVESTMENTS

On July 15th, 1997 Alliance Trophy Club, Inc. purchased the stock of Castle
Custom Homes, Inc. from Lance White in the amount of $387,690.75. As of the
balance sheet date December 31, 1997 there is a balance due in the amount of
$387,690.75, which is reflected on the balance sheet as a note payable.


NOTE 4  ISSUANCE OF COMMON STOCK

During second quarter 1997 2,600,000 shares of common stock were issued to the
founding members. As well as, 167,500 shares, for cash, to 13 outside investors.

During third quarter 1997 an additional 121,500 shares were issued, for cash, to
6 outside investors.


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders
Alliance Trophy Club, Inc. &
Castle Custom Homes, Inc.
104 Houston Suite D
Roanoke, Texas 76262

We have audited the accompanying balance sheet of Alliance Trophy Club, Inc. (a
Texas corporation) and Castle Custom Homes, Inc., a wholly owned subsidiary, as
of December 31, 1998, and the related statements of income, retained earnings
and cash flows for the twelve months then ended. These financial statements are
the responsibility of the Alliance Trophy Club, Inc.'s and Castle Custom Homes,
Inc. management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Alliance Trophy Club, Inc. and
Castle Custom Homes, Inc. as of December 31, 1998, and the results of its
operations and its cash flows for the twelve months then ended in conformity
with generally accepted accounting principles.


Buzzelli & Company
Denton, Texas
March 1, 1999

<PAGE>


                           ALLIANCE TROPHY CLUB, INC.


                                  CONSOLIDATED
                                  BALANCE SHEET
                                DECEMBER 31, 1998

ASSETS

Current Assets:

Cash                                               $    35,863
Inventory-Complete                                     141,737
Inventory-In Process                                 1,023,332
                                                     ---------

     Total Current Assets                            1,200,932

Fixed Assets:
     Furniture and Equipment            5,883
     Automobile                        23,495
     Less Accumulated Depreciation    (18,248)          11,130
                                      -------

Other Assets:
     Investments                                       387,691
     Escrow Deposits                                     4,350
                                                       -------

                                                   $ 1,604,103
                                                     =========
LIABILITIES AND SHAREHOLDER'S EQUITY

Current Liabilities:
     Accounts Payable                              $    41,748
     Current portion long term debt                        305
     Loans Payable                                     705,797
     Accrued payroll taxes                                 449
                                                       -------

     Total Current Liabilities                         748,299

Long Term Liabilities:
     Notes Payable-GMAC                                  7,250
     Notes Payable-Lance White                         367,691
                                                       -------
     Total Long Term Liabilities                       374,941

Shareholder's equity:
     Common Stock - .0001 par value
          Authorized 9,000,000 shares
     Issued and Outstanding 2,978,500                      298
     Additional Paid In                                378,462
     Retained Earnings                                 102,103
                                                       -------

                                                   $ 1,604,103
                                                     =========

                 The accompanying notes are an integral part of
                           these financial statements.


<PAGE>


                           ALLIANCE TROPHY CLUB, INC.


                                  CONSOLIDATED
                    STATEMENT OF INCOME AND RETAINED EARNINGS
                  FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998

Revenue, net                                                          $2,907,287

Cost of Sales                                                          2,657,598
                                                                       ---------

Gross Profit                                                             249,689

Expenses:
     Selling, General & Administrative Expenses                          225,964

          Total Expenses                                                 225,964
                                                                      ----------

Operating Income                                                          23,725

Interest Income                                                            1,520
                                                                      ----------

Net Operating Income                                                      25,245
                                                                      ==========

Earnings Available for Common Stock                                       25,245

Average Shares of Common Stock                                         2,911,375

Earnings Per Share of Common Stock                                          .009
                                                                      ----------


Beginning Retained Earnings                                               76,858
                                                                      ----------

Ending Retained Earnings                                              $  102,103
                                                                      ==========


                 The accompanying notes are an integral part of
                           these financial statements.


<PAGE>


                           ALLIANCE TROPHY CLUB, INC.


                                  CONSOLIDATED
                             STATEMENT OF CASH FLOWS
                  FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998


Cash flow (used) provided by operating activities:

     Net income                                                       $  25,245
     Noncash items included in net income
          Depreciation                                                    4,861
     Reconciliation of net income to change in cash

          Increase in inventory-complete                                (71,154)
          Decrease in inventory-in process                              195,042
          Decrease in current portion Longerm Debt                          (25)
          Increase in accrued payroll taxes                              (3,403)
          Decrease in loans payable                                    (199,376)
          Decrease in accrued interest                                     (109)
          Increase in accounts payable                                   16,263
                                                                      ---------

     Net cash provided by operating activities                          (32,657)


     Cash flow (used) provided by investing activities
          Acquire fixed assets                                           (3,411)
          Escrow Deposits                                                 3,150
                                                                      ---------

     Net cash used by investing activities                                 (261)

     Cash flow (used) provided by financing activities
          Notes payable-GMAC                                             (4,194)
          Capital Stock                                                  64,500

     Net cash provided by financing activities                           60,307

     Net increase in cash                                                27,389

     Balance at December 31, 1997                                         8,474
                                                                      ---------

     Balance at December 31, 1998                                     $  35,863
                                                                      =========


              The accompanying notes are an integral part of these
                              financial statements.

<PAGE>


                           ALLIANCE TROPHY CLUB, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Organization

Alliance Trophy Club, Inc. (the Company) was incorporated in the state of
Delaware on March 4, 1997. The company provides residential real estate
development within Denton County, Texas. On July 15, 1997 the Company became a
builder of custom, luxury single family homes by acquiring Castle Custom Homes,
Inc., which has been in operation since 1991. The company operates under the
assumed name of White Castle Custom Homes.

Revenue recognition

The Company keeps its books on the accrual basis. The Company recognizes revenue
when it is earned and expenses when they are incurred. The Company generally
receives draws on the construction loans as it builds each house, recognizing
revenue on a percentage completion method.

Fixed Assets

Fixed Assets are reported at cost and are being depreciated utilizing the
straight-line method over the estimated useful life of the assets, such lives
ranging from three to ten years.

Inventory

The inventory consists of completed homes ready for sale such as models. As well
as, homes in various stages of completion.

Cash equivalents

The Company considers cash on hand and in bank as cash equivalents.

NOTE 2 - COMBINED FINANCIALS

These financial statements include the accounts of Castle Custom Homes,
Inc. a wholly owned subsidiary.


<PAGE>


                           ALLIANCE TROPHY CLUB, INC.

                                        &

                            CASTLE CUSTOM HOMES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

NOTE 3 - RELATED PARTY TRANSACTIONS

On July 15th, 1997 Alliance Trophy Club, Inc. purchased the stock of Castle
Custom Homes, Inc. from Lance White in the amount of $387,690.75. As of the
balance sheet date December 31, 1998, Lance White has received a total amount of
$20,000.00 in 1998 for the purchase of the stock. There is a balance due in the
amount of $367,690.75, which is reflected on the balance sheet as a note
payable.

NOTE 4 - ISSUANCE OF COMMON STOCK

During fourth quarter 1998 89,500 shares of common stock were issued for cash to
11 outside investors.


<PAGE>

                               COMPILATION LETTER



To the Board of Directors and Stockholders
Alliance Trophy Club, Inc. &
Castle Custom Homes, Inc.
104 Houston Suite D
Roanoke, Texas 76262



We have compiled the accompanying balance sheet of Alliance Trophy Club, Inc. (a
Texas corporation) and Castle Custom Homes, Inc., a wholly owned subsidiary, as
of March 31, 1999 and March 31, 1998, and the related statements of income,
retained earnings and cash flows for the three months then ended, in accordance
with the Statement on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants.

A compilation is limited to presenting in the form of financial statements
information that is the representation of the management. We have not audited or
reviewed the accompanying financial statements, and accordingly, do not express
an opinion or any other form of assurance on them.

These financial statements are the responsibility of the Alliance Trophy Club,
Inc.'s and Castle Custom Homes, Inc. management.




Buzzelli & Company
Denton, Texas
June 1, 1999



<PAGE>



                           ALLIANCE TROPHY CLUB, INC.

                                  CONSOLIDATED
                                  BALANCE SHEET
                              March 31, 1999 & 1998

<TABLE>
<CAPTION>
ASSETS

Current Assets:                                                       1999             1998
                                                                  -----------      -----------
                                                                           (Unaudited)
Cash
<S>                                                               <C>                <C>
                                                                  $    84,892           17,335
Inventory-Complete                                                    141,737          139,455
Inventory-In Process                                                2,287,622        1,340,316
                                                                  -----------      -----------

         Total Current Assets                                       2,514,251        1,497,106

Fixed Assets:
         Furniture and Equipment                                        5,883            2,473
         Automobile                                                    23,495           23,495
         Less Accumulated Depreciation                                (19,248)         (13,750)
                                                                  -----------      -----------
                                                                       10,130           12,218

Other Assets:
         Investments                                                  387,691          387,691
      Escrow Deposits                                                   4,350            7,500
                                                                  -----------      -----------

                                                                  $ 2,916,422        1,904,515
                                                                  ===========      ===========

LIABILITIES AND SHAREHOLDER'S EQUITY

Current Liabilities:
         Accounts Payable                                         $   111,243           10,815
      Current portion long term debt                                      305            3,510
         Loans Payable                                              1,759,422        1,169,371
         Accrued payroll taxes                                            894                0
                                                                  -----------      -----------

         Total Current Liabilities                                  1,871,864        1,183,696

Long Term Liabilities:
      Notes Payable-GMAC                                                6,385            7,250
      Notes Payable-Lance White                                       367,691          367,691
                                                                  -----------      -----------

         Total Long Term Liabilities                                  374,076          374,941

Shareholder's equity:
         Common Stock - .0001 par value
      Authorized 9,000,000 shares
      Issued and Outstanding 3,158,500(1999)2,889,500 (1998)              316              289
      Additional Paid In                                              558,444          289,211
         Retained Earnings                                            111,722           56,378
                                                                  -----------      -----------
                                                                  $ 2,916,422        1,904,515
                                                                  ===========      ===========
</TABLE>

                  The accompanying notes are an integral part
                         of these financial statements.



<PAGE>


                           ALLIANCE TROPHY CLUB, INC.


                                  CONSOLIDATED
                    STATEMENT OF INCOME AND RETAINED EARNINGS
                FOR THE THREE MONTHS ENDED MARCH 31, 1999 & 1998

<TABLE>
<CAPTION>
                                                                 1999           1998
                                                              ----------     ----------
                                                                     (Unaudited)
<S>                                                           <C>             <C>
Revenue, net                                                  $  916,270        334,176

Cost of Sales                                                    835,147        316,399
                                                              ----------     ----------

Gross Profit                                                      81,123         17,777

Expenses:
         Selling, General & Administrative Expenses               73,109         38,268

                  Total Expenses                                  73,109         38,268
                                                              ----------     ----------

Operating Income (Loss)                                            8,014        (20,491)

Interest Income                                                    3,302             11
                                                              ----------     ----------

Net Operating Income (Loss)                                       11,316        (20,480)
                                                              ==========     ==========

Provision for Income Tax                                           1,697              0

Earnings Available for Common Stock                                9,619        (20,480)

Average Shares of Common Stock                                 3,091,375      2,136,375

Earnings Per Share of Common Stock                                  .003          (.009)
                                                              ----------     ----------


Beginning Retained Earnings                                      102,103         76,858
                                                              ----------     ----------

Ending Retained Earnings                                      $  111,722         56,378
                                                              ==========     ==========
</TABLE>


                  The accompanying notes are an integral part
                         of these financial statements.


<PAGE>


                           ALLIANCE TROPHY CLUB, INC.


                                  CONSOLIDATED
                             STATEMENT OF CASH FLOWS
                FOR THE THREE MONTHS ENDED MARCH 31, 1999 & 1998

<TABLE>
<CAPTION>
Cash flow (used) provided by operating activities:            1999            1998
                                                            ---------      ---------
                                                                   (Unaudited)
<S>                                                         <C>               <C>
Net income before taxes                                     $  11,316        (20,480)
Noncash items included in net income
    Depreciation                                                1,000            363
Reconciliation of net income to change in cash


    Increase in inventory-in process
    Decrease in current portion Long Term Debt                      0          3,181
    Increase in accrued payroll taxes                            (445)             O
    Increase in loans payable
    Increase in accrued interest                                  890            109
    Increase in accounts payable                               69,495        (14,670)
                                                            ---------      ---------
Net cash provided (used) by operating activities             (130,106)       (20,413)



Cash flow (used) provided by investing activities
    Acquire fixed assets                                            0              0
    Escrow Deposits
                                                                    0              0
                                                            ---------      ---------
Net cash used by investing activities                               0              0

Cash flow provided (used) by financing activities
    Notes payable-GMAC                                           (865)        (4,194)
    Capital Stock                                             180,000         36,000

Net cash provided (used) by financing activities              179,135         31,806

Net increase in cash                                           49,029         11,393

Balance at December 31, 1998, 1997                             35,863          5,942
                                                            ---------      ---------
Balance at March 31, 1999, 1998                             $  84,892         17,335
                                                            =========      =========
</TABLE>





                  The accompanying notes are an integral part
                         of these financial statements.


<PAGE>


                           ALLIANCE TROPHY CLUB, INC.


                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999
               (Information with respect to the three months ended
                     March 31, 1999 and 1998 is unaudited).


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization

Alliance Trophy Club, Inc. (the Company) was incorporated in the state of
Delaware on March 4, 1997. The company provides residential real estate
development within Denton County, Texas. On July 15, 1997 the Company became a
builder of custom, luxury single family homes by acquiring Castle Custom Homes,
Inc., which has been in operation since 1991. The company operates under the
assumed name of White Castle Custom Homes.

Revenue recognition

The Company keeps its books on the accrual basis. The Company recognizes revenue
when it is earned and expenses when they are incurred. The Company generally
receives draws on the construction loans as it builds each house, recognizing
revenue on a percentage completion method.

Fixed Assets

Fixed Assets are reported at cost and are being depreciated utilizing the
straight-line method over the estimated useful life of the assets, such lives
ranging from three to ten years.

Inventory

The inventory consists of completed homes ready for sale such as models. As well
as, homes in various stages of completion.

Cash equivalents

The Company considers cash on hand and in bank as cash equivalents.

NOTE 2 - COMBINED FINANCIALS

These financial statements include the accounts of Castle Custom Homes, Inc. a
wholly owned subsidiary.


<PAGE>


                           ALLIANCE TROPHY CLUB, INC.



                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1999


NOTE 3 - RELATED PARTY TRANSACTIONS

On July 15th, 1997 Alliance Trophy Club, Inc. purchased the stock of Castle
Custom Homes, Inc. from Lance White in the amount of $387,690.75. As of the
balance sheet date December 31, 1998, Lance White has received a total amount of
$20,000.00 in 1998 for the purchase of the stock. There is a balance due in the
amount of $367,690.75, which is reflected on the balance sheet as a note
payable.

NOTE 4 - ISSUANCE OF COMMON STOCK

During first quarter 1999 180,000 shares of common stock were issued for cash
and services to 5 outside investors.

NOTE 5 - PROVISION FOR INCOME TAX

The interim period financial statements contain a provision for income tax as
required by generally accepted accounting principles.



<PAGE>

Dealer Prospectus Delivery Obligation

     Until ________, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.


                                       43

<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

     As permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware (the "DGCL"), Article Ninth of our Certificate of
Incorporation provides that our directors can't be held liable to us or our
stockholders for monetary damages for breach of fiduciary duty as a director
other than (i) for any breach of the director's duty of loyalty to us or our
stockholders, (ii) for acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit.

     Section 145 of the DGCL provides that a corporation may, under certain
circumstances, indemnify its directors and officers against expenses, judgments,
fines, and amounts paid in settlement, provided that these expenses have been
actually and reasonably incurred by the directors and officers by reason of
their capacity as such. Article Ninth of our Certificate of Incorporation
requires us to indemnify, to the fullest extent permitted by the DGCL, as
amended from time to time, any person who is, was, or has agreed to become a
director or officer of the company against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person.

Item 25. Other Expenses of Issuance and Distribution

     The expenses payable by us in connection with the issuance and distribution
of the securities being registered are estimated as follows:

     SEC Registration Fee                                $    155.00
     Printing and duplication expenses                      5,000.00
     Legal fees and expenses                               50,000.00
     Accounting fees and expenses                           5,000.00
     State "blue sky" fees                                  5,000.00
     Other                                                  4,845.00
                                                         -----------
                    Total                                $ 70,000.00
                                                         ===========

                                       44

<PAGE>


     All expenses, except for the SEC registration fee, are estimates.

     The Selling Security Holders will not bear any portion of the foregoing
expenses, but will pay fees in connection with the resale of the shares of
common stock effected to or through securities brokers and/or dealers in the
form of markups, markdowns, or commissions, as well as the fees and
disbursements of counsel and accountants, if any, retained by them and any other
fees and expenses not expressly agreed to be borne by us.

Item 26. Recent Sales of Unregistered Securities

     In May 1997, we sold shares of common stock as follows: Lance White -
1,500,000 shares; Franklin R. Kepler - 1,000,000 shares; and Hofheimer Gartlir &
Gross, LLP - 100,000 shares, for an aggregate price of $260 ($.0001 per share)
in reliance on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act"), for transactions not
involving a public offering.

     In June and July 1997, we sold to 19 private investors an aggregate of
289,000 shares of common stock for an aggregate price of $289,000 ($1.00 per
share) in a private placement made pursuant to the exemption from registration
provided by Rule 504 of Regulation D promulgated under the Securities Act ("Rule
504"). The investors paid cash for their shares.

     From November 1998 until April 1999, in connection with a private placement
made pursuant to the exemption from registration provided by Rule 504, we (a)
sold 89,500 shares of common stock to 16 private investors at a price of $1.00
per share, for an aggregate price of $89,500 in cash, and (b) issued 180,000
shares for services rendered valued at $180,000.

     A notice on Form D was filed with the Commission with respect to each of
the above issuances of securities pursuant to Rule 504.

                                       45

<PAGE>



Item 27. Exhibits

         Exhibit No.    Description

         3.1            Certificate of Incorporation

         3.2            By-Laws

         5              Opinion of Hofheimer Gartlir & Gross, LLP(1)

         10.1           Stock Purchase Agreement between Alliance Trophy Club,
                        Inc. and Lance White and Michelle White, dated
                        July 15, 1997

         10.2           Security Agreement

         10.3           Promissory Note

         10.4           Employment Contract dated May 1, 1997 with Franklin R.
                        Kepler

         10.5           Employment Contract dated May 1, 1997 with Lance White

         10.6           Consulting Agreement with Federal Ventures, Inc. dated
                        April 13, 1999

         10.7           Consulting Agreement with Shareholder Relations, Inc.
                        dated June 8, 1999

         10.8           Consulting Agreement with J. Pollack & Company, Inc.,
                        dated February 17, 1999

         10.9           Amendment to J. Pollack & Co., Inc. Consulting Agreement
                        dated March 31, 1999

                                       46

<PAGE>


         10.10          Amendment to J. Pollack & Co., Inc. Consulting Agreement
                        dated July 6, 1999

         21             Subsidiaries

         23.1           Consent of Hofheimer Gartlir & Gross, LLP(1)

         23.2           Consent of Buzzelli & Company(1)

         (27)           Financial Data Schedule

         --------------
         (1) To be filed by amendment

Item 28. Undertakings

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

     In the event that a claim for indemnification against such liabilities
(other than the payment by us of expenses incurred or paid by one of our
directors, officers or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                       47

<PAGE>


                                   SIGNATURES

     In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Roanoke,
State of Texas, on July 16, 1999.

                                                  ALLIANCE TROPHY CLUB INC.
                                             -----------------------------------
                                                        (Registrant)

                                             By: /s/ Lance White
                                                --------------------------------
                                                        (Signature)

                                                         President
                                                          (Title)

     In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

                                             By: /s/ Lance White
                                                --------------------------------
                                                        (Signature)

                                                   Director and President
                                                (Principal Executive Officer)

                                             Dated: July 16, 1999


                                             By: /s/ Franklin R. Kepler
                                                --------------------------------
                                                        (Signature)

                                                  Director and Treasurer
                                                (Principal Financial Officer)

                                             Dated: July 16, 1999

                                       48




EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                            ALLIANCE TROPHY CLUB INC.

     The undersigned, desiring to form a corporation pursuant to Section 103 of
the General Corporation Law of the State of Delaware, does hereby certify, as
follows:

FIRST:    The name of the corporation is ALLIANCE TROPHY CLUB INC. (the
          "Corporation").

SECOND:   The address of the Corporation's registered office in the State of
          Delaware is c/o UNITED CORPORATE SERVICES, INC., 15 East North Street,
          in the City of Dover, County of Kent, State of Delaware, 19901. The
          name of the registered agent at such address is United Corporate
          Services, Inc.

THIRD:    The purpose of the Corporation is to engage in any lawful act or
          activity for which corporations may be organized under the General
          Corporation Law of Delaware.

FOURTH:   The aggregate number of shares which the Corporation shall have
          authority to issue is Ten Million (10,000,000) shares, of which Nine
          Million such shares shall be designated common stock and shall have a
          par value of $.0001 per share and One Million such shares shall be
          designated preferred stock and shall have a par value of $.0001 per
          share.

          The Corporation's Board of Directors is authorized, subject to the
          limitations prescribed by law and the provisions of this Article
          "FOURTH", to provide for the issuance of the above authorized
          preferred stock in series, and by filing a certificate of designations
          pursuant to ss. 151 of the General Corporation Law of Delaware, as the
          same may be amended, to establish from time to time the number of
          shares to be included in each such series and to fix the designation,
          powers, preferences and rights of the shares of each such series and
          the qualifications, limitations or restrictions thereof.

          The authority of the Board of Directors with respect to each series
          shall include, but not be limited to, determination of the following:

               (a) The number of shares constituting that series and the
          distinctive designation of that series;

               (b) The dividend rate on the shares of that series, whether
          dividends shall be cumulative, and, if so, from which dates or dates,
          and the relative rights of priority, if any, of payment of dividends
          on shares of that series;



<PAGE>



               (c) Whether that series shall have voting rights, in addition to
          the voting rights provided by law, and, if so, the terms of such
          voting rights;

               (d) Whether that series shall have conversion privileges, and, if
          so, the terms and conditions of such conversion, including provision
          for adjustment of the conversion rate upon such events as the Board of
          Directors shall determine;

               (e) Whether or not the shares of that series shall be redeemable,
          and, if so, the terms and conditions of such redemption, including the
          date or date upon or after which they shall be redeemable, and the
          amount per share payable in case of redemption, which amount may vary
          under different conditions and at different redemption dates;

               (f) The rights of the shares of that series in the event of
          voluntary or involuntary liquidation, dissolution or winding up of the
          Corporation, and the relative rights of priority of payment of shares
          of that series; and (g) Any other relative rights, preferences and
          limitations of that series.

          Dividends on outstanding shares of preferred stock shall be paid or
          declared and set apart for payment before any dividends shall be paid
          or declared and set apart for payment on common shares with respect to
          the same dividend period.

FIFTH:    The name and mailing address of the incorporator of the Corporation is
          as follows:

               Bruce S. DePaola
               c/o Hofheimer Gartlir & Gross, LLP
               633 Third Avenue
               New York, New York 10017

SIXTH:    The Corporation is to have perpetual existence.

SEVENTH:  The number of directors which shall constitute the whole Board of
          Directors of the Corporation shall be designated in the By-Laws of the
          Corporation.

EIGHTH:   In furtherance and not in limitation of the powers conferred by
          statute, the Board of Directors is expressly authorized to make, alter
          or repeal the By-laws of the Corporation, without the need for
          shareholder approval.

NINTH:    To the fullest extent permitted by the General Corporation Law of
          Delaware, as the same exists or as it may hereafter by amended, no
          director of the Corporation shall be personally liable for monetary
          damages for breach of his/her fiduciary duty as a director. The
          Corporation shall indemnify each officer and director of the
          Corporation to the fullest extent permitted by Section 145 of the
          General Corporation Law of the State of Delaware, as the same may be
          amended from time to time.

TENTH:    Meetings of stockholders of the Corporation may be held within or
          without the State of Delaware, as the By-laws may provide. The books
          of the Corporation may be kept (subject to any contrary provision
          contained in the General Corporation Law of

<PAGE>


          Delaware) outside of the State of Delaware at such place or places as
          may be designated from time to time by the Board of Directors or in
          the By-laws of the Corporation.

ELEVENTH: The Corporation reserves the right to amend, alter, change or repeal
          any provision contained in this Certificate of Incorporation, in the
          manner now or hereafter prescribed by statute, and all rights
          conferred upon stockholders herein are granted subject to this
          reservation.

     The effective time of this Certificate of Incorporation of the Corporation
and the time when the existence of the Corporation shall commence is upon the
filing hereof.



Dated: March 4, 1997                        /s/ Bruce S. DePaola
                                            ------------------------------
                                            Bruce S. DePaola,
                                                 Incorporator



EXHIBIT 3.2

                                     BY LAWS

                                       OF

                            ALLIANCE TROPHY CLUB INC.

                               ARTICLE I - OFFICES

The principal office of the corporation shall be located in the City, County and
State so provided in the Certificate of Incorporation. The Corporation may also
maintain offices at such other places within or without the State of Delaware as
the board of Directors may, from time to time, determine and the business may
require.

                            ARTICLE II - SHAREHOLDERS

1.   Place of Meetings.

Meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places within or without the State of Delaware as
the Board shall authorize.

2.   Annual Meetings.

The annual meeting of the shareholders of the Corporation shall be held at
2:00PM on the last Tuesday of the third month in each year after the close of
the fiscal year of the Corporation, if such date is not a legal holiday and if a
legal holiday, then on the next business day following at the same hour, at
which time the shareholders shall elect a Board of Directors, and transact such
other business as may properly come before the meeting.

3.   Special Meetings.

Special meetings of the shareholders may be called at any time by the Board or
by the President, and shall be called by the President or the Secretary at the
written request of the holders of ten (10%) per cent of the outstanding shares
entitled to vote thereat, or as otherwise required by law.

4.   Notice of Meetings.

written notice of each meeting of shareholders, whether annual or



<PAGE>



special, stating the time when and place where it is to be held, shall be served
either personally or by mail. Such notice shall be served not less than ten (10)
nor more than sixty (60) days before the meeting, upon each shareholder of
record entitled to vote at such meeting, and to any other shareholder to whom
the giving of notice may be required by law. Notice of a special meeting shall
also state the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by the person calling the meeting. If at any
meeting, action is proposed to be taken that would, if taken, entitle
shareholders to receive payment for their shares, the notice of such meeting
shall include a statement of that purpose and to that effect. if mailed, such
notice shall be directed to each such shareholder at his address, as it appears
on the records of the shareholders of the Corporation, unless he shall have
previously filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other address, in which event, it
shall be mailed to the address designated in such request.

5.   Waiver.

Notice of any meeting need not be given to any shareholder who submits a signed
waiver of notice either before or after a meeting. The attendance of any
shareholder at a meeting, in person or by proxy, shall constitute a waiver of
notice by such shareholder.

6.   Fixing Record Date.

For the purpose of determining the shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or to express consent
to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the Board shall
fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. If no record date is fixed, it shall be determined in accordance
with the provisions of law.

7.   Quorum.

(a) Except as otherwise provided by the Certificate of

                                       -2-

<PAGE>



Incorporation, at all meetings of shareholders of the corporation, the presence
at the commencement of such meeting, in person or by proxy, of shareholders
holding a majority of the total number of shares of the Corporation then issued
and outstanding on the records of the Corporation and entitled to vote, shall be
necessary and sufficient to constitute a quorum for the transaction of any
business. If a specified item of business is required to be voted on by a class
or classes, the holder of a majority of the shares of such class or classes
shall constitute a quorum for the transaction of such specified item of
business. The withdrawal of any shareholder after the commencement of a meeting
shall have no effect on the existence of a quorum, after a quorum has been
established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting.

8.   Voting.

(a) Except as otherwise provided by statute or by the Certificate of
Incorporation,

     (1)  directors shall be elected by a plurality of the votes cast; and

     (2)  all other corporate action to be taken by vote of the shareholders,
          shall be authorized by a majority of votes cast;

at a meeting of shareholders by the holders of shares entitled to
vote thereon.

(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of shares
of the corporation entitled to vote, shall be entitled to one vote for each
share of stock registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so by proxy; provided, however, that the instrument authorizing
such proxy to act shall have been executed in writing by the shareholder
himself, or by his attorney- in- fact duly authorized in writing. No proxy shall
be

                                       -3-

<PAGE>


voted or acted upon after three (3) years, unless the proxy shall specify the
length of time it is to continue in force. The proxy shall be delivered to the
Secretary at the meeting and shall be filed with the records of the Corporation.
Every proxy shall be revocable at the pleasure of the shareholder executing it,
unless the proxy states that it is irrevocable, except as otherwise provided by
law.

(d) Any action that may be taken by vote may be taken without a meeting on
written consent. Such action shall constitute action by such shareholders with
the same force and effect as if the same had been approved at a duly called
meeting of shareholders and evidence of such approval signed by all of the
shareholders shall be inserted in the Minute Book of the Corporation.

                        ARTICLE III - BOARD OF DIRECTORS

1.   Number.

The number of the directors of the Corporation shall be until otherwise
determined by a vote of the Board.

2.   Election.

Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board need not be shareholders and shall be
elected by a majority of the votes cast at a meeting of shareholders, by the
holders of shares entitled to vote in the election.

3.   Term of Office.

Each director shall hold office until the annual meeting of the shareholders
next succeeding his election, and until his successor is elected and qualified,
or until his prior death, resignation or removal.

4.   Duties and Powers.

The Board shall be responsible for the control and management of the affairs,
property and interests of the Corporation, and may exercise all powers of the
Corporation, except those powers expressly conferred upon or reserved to the
shareholders.

                                       -4-

<PAGE>



5.   Annual Meetings.

Regular annual meetings of the Board shall be held immediately following the
annual meeting of shareholders.

6.   Regular Meetings and Notice.

The Board may provide by resolution for the holding of regular meetings of the
Board of Directors, and may fix the time and place thereof.

Notice of regular meetings shall not be required to be given and, if given, need
not specify the purpose of the meeting; provided, however, that in case the
Board shall fix or change the time or place of any regular meeting, notice of
such action be given to each director who shall not have been present at the
meeting at which such action was taken within the time limited, and in the
manner set forth at Section 7 of this Article III, unless such notice shall be
waived.

7.   Special Meetings and Notice.

(a) Special meetings of the Board shall be held whenever called by the President
or by one of the directors, at such time and place as may be specified in the
respective notices or waivers of notice thereof.

(b) Notice of special meetings shall be mailed directly to each director,
addressed to him at the address designated by him for such purpose at his usual
place of business, at least two (2) business days before the day on which the
meeting is to be held, or delivered to him personally or given to him orally,
not later than the business day before the day on which the meeting is to be
held.

(c) Notice of a special meeting shall not be required to be given to any
director who shall attend such meeting, or who submits a signed waiver of
notice.

8.   Chairman

At all meetings of the Board, the Chairman, if present, shall preside. If there
shall be no Chairman, or he shall be absent, then the President shall preside.
In his absence, the Chairman shall be chosen by the Directors present.

                                       -5-

<PAGE>


9.   Quorum and Adjournments.

(a) At all meetings of the Board, the presence of a majority of the entire board
shall be necessary to constitute a quorum for the transaction of business,
except as otherwise provided by law, by the Certificate of Incorporation, or by
these By-laws. Participation of any one or more members of the Board by means of
a conference telephone or similar communications equipment, allowing all persons
participating in the meeting to hear each other at the same time, shall
constitute presence in person at any such meeting.

(b) A majority of the directors present at any regular or special meeting,
although less than a quorum, may adjourn the same from time to time without
notice, until a quorum shall be present.

10.  Manner of Acting.

(a) At all meetings of the Board, each director present shall have one vote.

(b) Except as otherwise provided by law, by the Certificate of Incorporation, or
these By-Laws, the action of a majority of the directors present at any meeting
at which a quorum is present shall be the act of the Board. Any action
authorized, in writing, by all of the directors entitled to vote thereon and
filed with the minutes of the Corporation shall be the act of the Board with the
same force and effect as if the same had been passed by unanimous vote at a duly
called meeting of the board.

11.  Vacancies.

Any vacancy in the Board of Directors resulting from an increase in the number
of directors, or the death, resignation, disqualification, removal or inability
to act of any director, shall be filled for the unexpired portion of the term by
a majority vote of the remaining directors, though less than a quorum at any
regular meeting or special meeting of the Board called for that purpose.

12.  Resignation.

Any director may resign at any time by giving written notice to the Board, the
President or the Secretary of the Corporation. Unless otherwise specified in
such written notice, such

                                       -6-

<PAGE>



resignation shall take effect upon receipt thereof by the Board or such officer,
and the acceptance of such resignation shall not be necessary to make it
effective.

13.  Removal.

Any director may be removed, with or without cause, at any time by the holders
of a majority of the shares then entitled to vote at an election of directors,
at a special meeting of the shareholders called for that purpose, and may be
removed for cause by action of the Board.

14.  Compensation.

No compensation shall be paid to directors as such, for their services, but by
resolution of the Board, a fixed sum and expenses for actual attendance may be
authorized for attendance at each regular or special meeting of the Board.
Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

15.  Contracts.

(a) No contract or other transaction between this Corporation and any other
business shall be affected or invalidated, nor shall any director be liable in
any way by reason of the fact that a director of this Corporation is interested
in, or is financially interested in such other business, provided such fact is
disclosed to the Board.

(b) Any director may be a party to or may be interested in any contract or
transaction of this Corporation individually, and no director shall be liable in
any way by reason of such interest, provided that the fact of such participation
or interest be disclosed to the Board and provided that the Board shall
authorize or ratify such contract or transaction by the vote (not counting the
vote of any such director) of a majority of a quorum, notwithstanding the
presence of any such director at the meeting at which such action is taken. Such
director may be counted in determining the presence of a quorum at such meeting.
This Section shall not be construed to invalidate or in any way affect any
contract or other transaction which would otherwise be valid under the law
applicable thereto.

                                       -7-

<PAGE>


16.  Committees.

The Board, by resolution adopted by a majority of the entire Board, may from
time to time designate from among its members an executive committee and such
other committees, and alternate members thereof, as they deem desirable, each
consisting of three or more members, which such powers and authority (to the
extent permitted by law) as may be provided in such resolution. Each such
committee shall remain in existence at the pleasure of the Board. Participation
of any one or more members of a committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time, shall constitute a director's
presence in person at any such meeting. Any action authorized in writing by all
of the members of a committee and filed with the minutes of the committee shall
be the act of the committee with the same force and effect as if the same had
been passed by unanimous vote at a duly called meeting of the committee.

                              ARTICLE IV - OFFICERS

1.   Number and Qualifications.

The officers of the Corporation shall consist of a President, one or more Vice
Presidents, a Secretary, a Treasurer, and such other officers, including a
Chairman of the Board, as the Board of Directors may from time to time deem
advisable. Any officer other than the Chairman of the Board may be, but is not
required to be, a director of the Corporation. Any two or more offices may be
held by the same person, except the offices of President and Secretary.

2.   Election.

The officers of the Corporation shall be elected by the Board of the regular
annual meeting of the Board following the annual meeting of shareholders.

3.   Term of Office.

Each officer shall hold office until the annual meeting of the Board next
succeeding his election, and until his successor shall have been elected and
qualified, or until his death, resignation or removal.

                                       -8-

<PAGE>



4.   Resignation.

Any officer may resign at any time by giving written notice thereof to the
Board, the President or the Secretary of the Corporation. Such resignation shall
take effect upon receipt thereof by the Board or by such officer, unless
otherwise specified in such written notice. The acceptance of such resignation
shall not be necessary to make it effective.

5.   Removal.

Any officer, whether elected or appointed by the Board, may be removed by the
Board, with or without cause, and a successor elected by the Board at any time.

6.   Vacancies.

A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by the Board.

7.   Duties.

Unless otherwise provided by the Board, officers of the Corporation each shall
have powers and duties as generally pertain to their respective offices, such
powers and duties as may be set forth in these by-laws, and such powers and
duties as may be specifically provided for by the Board. The President shall be
the chief executive officer of the Corporation.

8.   Sureties and Bonds.

At the request of the Board, any officer, employee or agent of the Corporation
shall execute for the corporation a bond in such sum, and with such surety as
the Board may direct, conditioned upon the faithful performance of his duties to
the Corporation, including responsibility for negligence and for the accounting
for all property, funds or securities of the Corporation which may come into his
hands.

9.   Shares of Other Corporations.

Whenever the Corporation is the holder of shares of any other
corporation, any right or power of the Corporation as such

                                       -9-

<PAGE>



shareholder shall be exercised on behalf of the Corporation in
such manner as the Board may authorize.


                           ARTICLE V - SHARES OF STOCK

1.   Certificate.

(a) The certificates representing shares in the Corporation shall be in such
form as shall be approved by the Board and shall be numbered and registered in
the order issued. They shall bear the holder's name and the number of shares and
shall be signed by (i) the Chairman of the Board or the Vice Chairman of the
Board or the President or a Vice President, and (ii) the Secretary or Treasurer,
or any Assistant Secretary or Assistant Treasurer, and shall bear the corporate
seal.

(b) Certificate representing shares shall not be issued until they are fully
paid for.

(c) The Board may authorize the issuance of certificates for fractions of a
share which shall entitle the holder to exercise voting rights, receive
dividends and participate in liquidating distributions, in proportion to the
fractional holdings.

2.   Lost or Destroyed Certificates.

Upon notification by the holder of any certificate representing shares of the
Corporation or the loss of destruction of one or more certificates representing
the same, the Corporation may issue new certificates in place of any
certificates previously issued by it, and alleged to have been lost or
destroyed. Upon production of evidence of loss or destruction, in such form as
the Board in its sole discretion may require, the Board may require the owner of
the lost or destroyed certificates to provide the Corporation with a bond in
such sum as the Board may direct, and with such surety as may be satisfactory to
the Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificates. A new
certificate may be issued without requiring any such evidence or bond when, in
the judgment of the Board, it is proper to do so.

3.   Transfers of Shares.

                                      -10-

<PAGE>



(a) Transfers of shares of the Corporation may be made on the share records of
the Corporation solely by the holder of such records, in person or by a duly
authorized attorney, upon surrender for cancellation of the certificates
representing such shares, with an assignment or power of transfer endorsed
thereon or delivered therewith, duly executed and with such proof of the
authenticity of the signature, and the authority to transfer and the payment of
transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any
shares as the absolute owner thereof for all purposes and shall not be bound to
recognize any legal, equitable or other claim to, or interest in, such shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise expressly provided by law.

(c) The Corporation shall be entitled to impose such restrictions on the
transfer of shares as may be necessary for the purpose of electing or
maintaining Subchapter S status under the Internal Revenue Code or for the
purpose of securing or maintaining any other tax advantage to the Corporation.

4.   Record Date.

In lieu of closing the share records of the Corporation, the Board may fix, in
advance, a date not less than ten (10) days nor more than sixty (60) days, as
the record date for the determination of shareholders entitled to receive notice
of, and to vote at, any meeting of shareholders, or to consent to any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividends, or allotment of any rights, or for the purpose
of determining shareholders entitled to receive payment of any dividends, or
allotment of any rights, or for the purpose of any other action. If no record
date is fixed, the record date for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the day immediately preceding the day on which notice is given, or,
if the notice is waived, at the close of business on the day immediately
preceding the day on which the meeting is held; the record date for determining
shareholders for any other purpose shall be at the close of business on the day
on which the resolution of the directors relating thereto is adopted. The

                                      -11-

<PAGE>



record date for determining shareholders entitled to express consent to
corporate action in writing without a meeting, when no prior action by the Board
is necessary, shall be the day on which the first written consent is expressed.
When a determination of shareholders of record entitled to notice of or to vote
at any meeting of shareholders has been made as provided for herein, such
determination shall apply to any adjournment thereof, unless the directors fix a
new record date for the adjourned meeting.

                             ARTICLE VI - DIVIDENDS

Subject to this Certificate of Incorporation and to applicable law, dividends
may be declared and paid out of any funds available therefor, as often, in such
amount, and at such time or times as the Board may determine. Before payment of
any dividends, there may be set aside out of the net proceeds of the Corporation
available for dividends, such sum or sums as the Board, from time to time, in
its sole discretion, deems proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the Board shall think conducive to the
interests of the Corporation, and the Board may modify or abolish any such
reserve.

                            ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board from time to
time, subject to applicable law.

                          ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board.

                             ARTICLE IX - AMENDMENTS

1.   By Shareholders.

All by-laws of the Corporation shall be subject to revision, amendment or
repeal, and new by-laws may ne adopted from time to time by a majority of the
shareholders who are at such time entitled to vote in the election of directors.

2.   By Directors.

The Board of Directors shall adopt a resolution setting forth the amendment
proposed declaring its advisability, and either calling a special meeting of the
stockholders entitled to vote in respect

                                      -12-

<PAGE>


thereto for the consideration of such amendment or directing that the amendment
proposed be considered at the next annual meeting of stockholders. Such special
or annual meeting shall be called and held upon notice. This notice shall set
forth such amendment in full or a brief summary of the changes to be effected
thereby, as the directors shall deem advisable. At the meeting a vote of the
stockholders entitled to vote thereon shall be taken for and against the
proposed amendment. If a majority of the outstanding stock entitled to vote
thereon, and a majority of the outstanding stock of each class entitled to vote
thereon as a class has been voted in favor of the amendment, a certificate
setting forth the amendment and certifying that such amendment has been duly
adopted in accordance with this Section shall be executed, acknowledged, filed
and recorded and shall become effective.

The undersigned Incorporator certifies that he has adopted the foregoing by-laws
as the first by-laws of the Corporation, in accordance with the requirements of
the Business Corporation Law.

Dated: ________________________________




                                             ---------------------------------
                                                       Incorporator


                                      -13-





EXHIBIT 10.1

                        STOCK PURCHASE AND SALE AGREEMENT


     This Stock Purchase and Sale Agreement is entered into as of the 15th day
of July, 1997, by and between Lance White and Michele White, individual
residents of the State of Texas, hereinafter collectively referred to as
"Seller", and Alliance Trophy Club, Inc,, a Delaware corporation, hereinafter
referred to as "Purchaser".

     WHEREAS, Lance White owns 500 shares and Michele White owns 500 shares
(collectively the "Stock") of the common stock, par value $.005 per share, of
Castle Custom Homes, Inc., d/b/a White Castle Custom Homes, (the "Company"), a
Texas corporation, which Stock constitutes 100% of the issued and outstanding
shares of the Company; and

     WHEREAS, Seller desires to sell the Stock and Purchaser is willing to
purchase the Stock upon certain terms and conditions;

     NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

                                       -1-

<PAGE>



     1. Purchase and Sale. Seller does hereby agree to sell the Stock to
Purchaser and Purchaser does hereby agree to purchase the Stock from Seller.
Simultaneously herewith, Seller has delivered to Purchaser the stock
certificates evidencing the Stock, together with proper instruments of
assignment and transfer.

     2. Purchase Price. The purchase price for the Stock is $387,690.75, which
shall be paid by Purchaser to Seller by delivery to Seller simultaneously
herewith of (i) $50,000 in cash; (ii) a Demand Prmissory Note (the "Demand
Note") in the principal amount of $50,000 which is in the form of Exhibit "A",
and shall bear interest at a rate of 8% per annum, compounded annually; and
(iii) a Promissory Note (the "Note") in the principal amount of $287,690.75,
which is in the form of Exhibit "B", and shall bear interest at a rate of 8% per
annum, compounded annually. All accrued interest and principal on the Demand
Note shall be due and payable upon the demand by Seller. The Note shall be
amortizaed over 60 months with payments of $5,833.33 per month, due on the first
of each month beginning on the first of July. The Demand Note and the Note shall
be secured by that certain Security Agreement (the "Security Agreement")
executed simultaneously herewith. Pursuant to the Security Agreement, Purchaser
will pledge all the Stock the Company to secure repayment of the Note. Seller's
security, in order to perfect its interest in the Stock, Purchaser shall
immediately redeliver the certificates evidencing the Stock back to Seller,
together with a irrevocable stock power endorsed in blank to Seller in a form
acceptable to Seller.

     3. Title to the Stock. Seller represents and warrants to Purchaser that (i)
Seller has good, absolute, and marketable title to the Stock, free and clear of
all liens, claims, encumbrances, and restrictions of every kind, (ii) Seller has
the complete and unrestricted right, power, and authority to sell, transfer, and
assign the Stock pursuant to this Agreement.

     4. Sale of Other Shares in Company. In the event Purchaser shall transfer
for consideration any shares of common stock in the Company, then Purchaser
covenants and agrees with Seller to pay an amount of such consideration within
five (5) days of receipt to Seller equal to the lesser of (a) all such
consideration or (b) the total amount of the outstanding balance of the Demand
Note and the Note and any other indebtedness of Purchaser to Seller. Seller
shall apply such payment by Purchaser first to any accrued, unpaid interest, and
then to any outstanding principal balance of the Demand Note and then to the
Note. Any remaining amount shall be applied first to accrued, unpaid interest
and then to any outstanding principal balance of any other indebtedness of
Purchaser to Seller pro rata according to the relative outstanding balances of
such indebtedness.

     5. Nature and Survival of Representations. All representations, warranties
and agreements made by Purchaser and Seller in this Agreement shall survive the
execution and delivery hereof and the closing of the transactions contemplated
hereby.

     6. Indemnity. Purchaser shall indemnify, defend and hold harmless Seller
from and against any and all demands, claims, actions or causes of action,
assessments, losses, damages, deficiencies, liabilities, costs and expenses,
including interest, penalties and reasonable attorney's fees, arising out of or
caused by a breach of any representation,

                                       -2-

<PAGE>



warranty or covenant of Purchaser contained in this Agreement.

     7. Default. In the event that any of the parties default in their
obligations under this Agreement, then the other party shall have the right to
exercise any and all remedies allowable by law, in equity, or under this
Agreement. In addition, any default by Purchaser of his obligations under this
Agreement shall constitute an event of default under the Note, the Security
Agreement and any and all other indebtedness of Purchaser to Seller.

     8. No Representation as to Tax Consequences. Seller makes no representation
to Purchaser as to any federal, state or other tax consequences to Purchaser of
the purchase of the Stock, the execution and performance of the Note and
Security Agreement, or any other transactions contemplated by this Agreement.

     9. Choice of Law. It is the intention of the parties that the laws of Texas
should govern the validity of this Agreement, the construction of its terms, and
the interpretation of the rights and duties of the parties. The appropriate
state or federal courts located in Tarrant County, Texas shall have exclusive
jurisdiction over all matters arising under this Agreement and shall be proper
forums in which to adjudicate such matters.

     10. Further Assurances. Each party agrees to execute any additional
instruments necessary to effectuate the intent of this Agreement.

     11. Binding Effect of this Agreement. This Agreement and all other
instruments delivered by or on behalf of the parties pursuant hereto, including
the Note and the Security Agreement, constitute the entire agreement between the
parties regarding the subject matter hereof, and any and all prior agreements
between the parties regarding such subject matter, whether oral or written are
hereby superseded and declared null and void. No party shall be liable for or
bound to any representations, warranties, covenants or agreements except as
specifically set forth herein or in such other instruments. The terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the respective heirs, legal representatives, successors and assigns of the
parties hereto. Nothing in this Agreement, express or implied, is intended to
confer upon any party, other than the parties hereto and their respective heirs,
legal representatives, successors and assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement except as expressly provided
herein.

     12. Notices. All notices, requests, demands and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been given if delivered by hand (which shall include express couriers such as
Federal Express) or by mail certified or registered, with postage prepaid or by
telecopy or facsimile (notice by mail shall be effective five (5) days after
mailing, unless earlier received, and notice by hand or by telecopy of facsimile
shall be effective upon receipt) at the street address set forth below. Any
party hereto may at any time by giving five (5) days prior written notice to the
other party hereto, designate any other address in substitution of the following
address to which such notice shall be given:

                                       -3-

<PAGE>


          (a)  if to Purchaser, to:
                  Alliance Trophy Club, Inc.
                  6 Michele Court
                  Trophy Club, Texas 76262

          (b)  if to Seller, to:
                  Lance White or Michele White
                  6 Michele Court
                  Trophy Club, Texas 76262


     13. Section and Other Headings. The headings contained in this Agreement
and the exhibits and schedules comprising this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.

     14. Severability. In case any one or more of the provisions of this
Agreement shall, for any reason, be held to be invalid, illegal, or
unenforceable in any effect, any other provision hereof and this Agreement shall
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein. Such invalid, illegal, or unenforceable provisions shall
be given effect to the maximum extent permitted by law.

     15. Attorneys' Fees. The prevailing party in any legal proceeding based
upon this Agreement shall be entitled to reasonable attorneys' fees and court
costs in addition to any other recoveries allowed by law.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on
this 15th day of July, 1997.

                                             SELLER:


                                             ------------------------------
                                             Lance White


                                             ------------------------------
                                             Michele White


                                             PURCHASER:

                                             Alliance Trophy Club, Inc.

                                             -----------------------------
                                             By: Richard Kepler
                                             Its: Chairman

                                      -4-





EXHIBIT 10.2

                               SECURITY AGREEMENT


     This Security Agreement (the "Agreement") dated as of the 15th day of July,
1997, is made by and between Alliance Trophy Club, Inc. whose mailing address is
6 Michele Court, Trophy Club, Texas 76262 (the "Debtor"), and Lance White and
Michele White whose mailing address is 6 Michelle Court, Trophy Club, Texas,
76262 (collectively the "Secured Party").

                             INTRODUCTORY PROVISIONS

     A. The Debtor has this day executed two promissory notes which notes
evidences a loan from the Secured Party to the Debtor (the "Loan"). One
promissory note (the "Demand Note") in the original principal amount of $50,000
payable to the order of the Secured Party and the second promissory note (the
"Note") in the original principal amount of $287,690.75 payable to the order of
the Secured Party.

     B. As a condition to the making of the Loan to the Debtor, the Secured
Party requires that the Debtor pledge to Secured Party and grant a security
interest to Secured Party in 1,000 shares of $.005 par value Common Stock of
Castle Custom Homes, Inc., d/b/a White Castle Custom Homes, a Texas corporation,
represented by Certificate No. ___ (the "Certificate") and owned by the Debtor,
to secure the payment and performance of the Note.

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged and confessed, the parties hereto agree as follows:


     16.  The Debtor hereby pledges to and grants to the Secured Party a
          security interest in and to any and all present or future rights of
          the Debtor in and to all of the following rights, interests, and
          property (all of the following being herein sometimes called
          "Collateral"): (a) the Certificate, and any and all substitutes,
          replacements, accessions, attachments, increases, revisions, or
          additions thereto, including, but not limited to, stock dividend; and
          (b) any and all proceeds arising from or by virtue of the sale or
          other disposition of, or from the collection of, the Collateral
          described in (a) preceding.



<PAGE>



     17.  This Agreement is being executed and delivered to convey the security
          interest herein granted (the "Security Interest") and shall secure (a)
          full payment and performance by Debtor of the obligations of Debtor to
          Secured Party pursuant to that certain Stock Purchase and Sale
          Agreement (the "Loan Agreement") between Debtor and Secured Party of
          even date herewith, which provides for the making of the Loan, and (b)
          all indebtedness and liabilities of the Debtor to the Secured Party at
          any time arising under the terms of the Note, and any revisions,
          modifications or extensions of the Note, and (c) any other promissory
          note, instrument or other obligation from Debtor to Secured Party,
          whether presently existing or created after the date hereof (all of
          such debts, instruments or obligations referred to in (a), (b) and (c)
          of this paragraph are hereinafter collectively referred to as the
          "Obligation").


     18.  The Certificate and the Security Interest shall only be released upon
          the payment and satisfaction of the Obligation, and Maker shall do all
          things necessary to release the Collateral upon such satisfaction.


     19.  Debtor represents and warrants to Secured Party that: (a) the Security
          Interest is the first, prior and exclusive security interest in and to
          all of the Collateral; (b) no other person or entity is an owner of
          the Collateral; (c) no other presently effective security agreement
          covering the Collateral, or any part thereof, has been executed; (d)
          no dispute, right of set-off, counterclaim, or defense exists with
          respect to any part of the Collateral; and (e) Debtor has full right
          and power to execute and deliver this Security Agreement.


     20.  The Collateral has been (and any other such instruments at any time
          constituting part of the Collateral will be) delivered to Secured
          Party, together with an Irrevocable Stock Power, to be held by Secured
          Party in accordance with the terms and provisions hereof. The delivery
          at any time by any Debtor to Secured Party of any additional
          Collateral to be covered by this Security Agreement shall constitute a
          representation and warranty by Debtor of the matters set forth in
          Paragraph 4 hereof, as of that time with respect to the additional
          Collateral.



<PAGE>



     21.  As used herein, the term "Default" means (a) the occurrence of an
          "Event of Default", as that term is defined in the Note; (b) any
          material warranty, representation or statement made or furnished to
          the Secured Party by or in behalf of the Debtor proving to be false or
          untrue or the breach of any other covenant of Debtor in this Security
          Agreement; (e) the sale, loss, theft, encumbrance or transfer of any
          of the Collateral in violation hereof, and (d) the execution and
          delivery of any other security agreement with regard to the
          Collateral, or the attachment of any lien or security interest on the
          Collateral.


     22.  Upon the occurrence of a Default, in addition to any and all other
          rights and remedies which Secured Party may then have hereunder, under
          the Uniform Commercial Code of the State of Texas or of any other
          pertinent jurisdiction (the "Code"), or otherwise, Secured Party may,
          at its option: (a) enter upon the premises where any of the Collateral
          not in the possession of Secured Party or its agent is located and
          take possession thereof and remove the same, with or without judicial
          process; (b) reduce its claim to judgement or foreclosure or otherwise
          enforce the Security Interest, in whole or in part, by any available
          judicial procedure; (c) after notification, if any, provided for
          herein, sell or otherwise dispose of, at the office of Secured Party,
          on the premises of Debtor, or elsewhere, all or any part of the
          Collateral, and to cause the conveyance of the Collateral to the
          purchaser of the Collateral, including, if necessary, the completion
          of said Irrevocable Stock Power; (d) at its discretion, retain the
          Collateral in satisfaction of the Obligation whenever the
          circumstances are such that Secured Party is entitled to do so under
          the Code or otherwise; (e) vote or give any consent with respect to
          the Collateral; and (f) exercise any and all other rights, remedies,
          and privileges it may have under any of the documents executed in
          connection with the Loan.


     23.  Any and all proceeds ever received by Secured Party from any sale or
          other disposition of the Collateral, or any part thereof, or the
          exercise of any other remedy pursuant hereto, shall be applied by
          Secured Party to reasonable attorneys' fees incurred by Secured Party
          for said sale or disposition and then to the Obligation and, if such
          proceeds are not sufficient to pay sum in full, Debtor shall remain
          liable to Secured Party for the deficiency.



<PAGE>



     24.  Reasonable notification of the time and place of any public sale of
          the Collateral, or reasonable notification of the time after which any
          private sale or other intended disposition of the Collateral is to be
          made, shall be sent to Debtor and to any other person entitled under
          the Code to notice. It is agreed that notice, sent or given not less
          than ten calendar days prior to the taking of the action to which the
          notice relates, is reasonable notification for the purposes of this
          paragraph.


     25.  The Debtor hereby designates, constitutes and appoints the Secured
          Party and any designee or agent of the Secured Party as
          attorney-in-fact of the Debtor, irrevocably and with power of
          substitution. This power of attorney being coupled with an interest is
          irrevocable while the Obligation is unpaid with respect to the
          Certificate, Secured Party may, without notice to Debtor, notify and
          direct the issuer of the Collateral to thereafter make all payments
          with respect to same directly to Secured Party, regardless of whether
          Debtor was previously receiving same, and, with respect to such
          Certificate, Secured Party shall have authority without notice to
          Debtor, to receive and receipt for, any and all dividends and other
          distributions payable with respect thereto, regardless of the medium
          in which paid and whether it be ordinary or extraordinary. Each issuer
          making payment to Secured Party hereunder shall be fully protected in
          relying on the written statement of Secured Party that Secured Party
          then holds a security interest which entitles it to receive such
          payment; the signed receipt of Secured Party for such payment shall be
          full acquittance therefor to the one making such payment; and Debtor
          agrees, at the request of Secured Party to execute and deliver a
          letter to each such issuer acknowledging this right of Secured Party;
          provided, that the failure of Debtor to execute and deliver such
          letters, or any of them, shall not affect or limit Secured Party's
          rights as set forth herein.



<PAGE>



     26.  Because of the Securities Act of 1933, as amended, or other laws or
          regulations, there may be legal restrictions or limitations affecting
          the Secured Party in any attempts to dispose of certain portions of
          the Collateral in the enforcement of its rights and remedies
          hereunder. For these reasons the Secured Party is hereby authorized by
          Debtor, but not obligated, in the event of any Default hereunder
          giving rise to the Secured Party's rights to sell or otherwise dispose
          of the Collateral, to sell all or any part of the Collateral at
          private sale, subject to investment letter or in any other manner
          which will not require the Collateral, or any part thereof, to be
          registered in accordance with the Securities Act of 1933, as amended,
          or the rules and regulations promulgated thereunder, or any other law
          or regulation, at the best price reasonably obtainable by the Secured
          Party at any such private sale or other disposition in the manner
          mentioned above. The Secured Party is also hereby authorized by
          Debtor, but not obligated, to take such actions, give such notices,
          obtain such consents, and do such other things as the Secured Party
          may deem required or appropriate in the event of a sale or disposition
          of any of the Collateral. Debtor clearly understands that the Secured
          Party may in its discretion approach a restricted number of potential.
          purchasers and that a sale under such circumstances may yield a lower
          price for the Collateral, or any part or parts thereof, than would
          otherwise be obtainable if the Collateral were registered and sold in
          the open market. Secured Party shall have the right to bid the price
          for the Collateral established by any stock purchase agreement for
          similar stock, and such bid shall be conclusive evidence that the
          Secured Party handled such matter in a commercially reasonable manner
          under the Code.


     27.  Secured Party shall have the right at any time to execute and file
          this Security Agreement as a financing statement, but the failure of
          Secured Party to do so shall not impair the validity or enforceability
          of this Security Agreement.


     28.  This Agreement shall be construed under the laws of Texas, and venue
          for any action arising hereunder shall be in Tarrant County, Texas.


     29.  Should any one or more of the provisions of this Agreement be
          determined to be illegal or unenforceable, all other provisions of
          this Agreement shall be valid, binding, and effective as if the
          illegal or unenforceable provisions had never been included in this
          Agreement.



<PAGE>


     30.  Any notices or other communications required or permitted by this
          Agreement shall be delivered personally or sent by registered or
          certified mail, postage prepaid, to Debtor and Secured Party, at the
          address first written hereinabove, or at any other address furnished
          in writing by either party to the other, and shall be deemed to have
          been given as of the date the notice is personally delivered or
          deposited in the United States mail.


     31.  Agreement and the Security Interest shall be assignable by the Secured
          Party, and shall inure to the benefit of Secured Party's heirs,
          executors, or administrators, and shall be binding upon the Debtor and
          his or her heirs, executors, administrators, legal representatives,
          successors, and assigns.


     32.  No failure or delay by Secured Party in exercising any right, power,
          or privilege given by any provision of this Agreement shall operate as
          a waiver of the provision. Additionally, no single or partial exercise
          of any right, power, or privilege shall preclude any other or further
          exercise of that or any other right, power, or privilege.


     33.  Debtor covenants to sign such other instruments and agreements as
          Secured Party deems necessary or appropriate to perfect or carry out
          the agreements of Debtor in this Agreement.


                                             DEBTOR:

                                             Alliance Trophy Club, Inc.

                                             ------------------------------
                                             By: Richard Kepler
                                             Its: Chairman

                                             SECURED PARTY:

                                             ------------------------------
                                             Lance White


                                             ------------------------------
                                             Michele White



EXHIBIT 10.3

                                 PROMISSORY NOTE


$50,000.00        July 15, 1997


     FOR VALUE RECEIVED, Alliance Trophy Club, Inc. ("Maker"), does hereby
promise to pay to the order of Lance White and Michele White (collectively the
"Payee"), at his office at 6 Michelle Court, Trophy Club, Texas, 76262 or at
such other place as he may from time to time designated in writing, in lawful
money of the United States, the principal sum of Fifty Thousand dollars and
no/100's ($50,000.00) or so much thereof as may be advanced with interest
thereon as calculated in accordance with this Note, payable on demand, but if no
demand is made, then all principal, together with all interest accrued thereon,
shall be due and payable one year from the date of this Note.


     34.  Interest.

          (a) Interest on the outstanding principal balance of this Note from
     time to time remaining unpaid prior to maturity shall accrue at eight
     percent (8%) per annum. All interest accrued during each year shall be
     capitalized at the end of such year and interest shall accrue thereon to
     the same extent as the principal of this Note, with each, such year ending
     on the anniversary date of this Note.

          (b) Interest on past-due principal and, to the extent permitted by
     law, on past-due interest, shall accrue at the rate of eighteen percent
     (18%) per annum, from the date same should have been paid until same is
     paid.


     35. Waiver. Except as otherwise expressly provided in this Note, the Maker,
and any endorsers or guarantors hereof, severally waive diligence, presentment,
protest and demand and also notice of protest, demand, dishonor, and non-payment
of this Note, acceleration and notice of intent to accelerate, and expressly
agree that this Note, or any payment hereunder, may be extended from time to
time without notice, and consent to the acceptance of further security or the
release of any security for this Note, all without in any way affecting the
liability of the Maker. No extension of time for the payment of this Note, or
any installment hereof, made by agreement by the holder hereof with any person
now or hereafter liable for the payment of this Note, shall affect the original
liability under this Note of the Maker, even if the Maker is not a party to such
agreement.

                                       -1-

<PAGE>



     36. Prepayment. Maker shall have the right to prepay the Note, in whole or
in party, without premium or penalty at any time; any partial prepayment shall
be first applied to outstanding interest accrued under this Note during the year
in which such partial prepayment is made, and the balance, if any, shall be
applied to the principal of this Note.

     37. Collateral. This Note is secured, in part, by a Security Agreement
(herein so called), of even date herewith, executed by Maker and Payee regarding
certain shares of stock in Castle Custom Homes, Inc., d/b/a White Castle Custom
Homes (the "Property").


     38. Events of Default.

     (a) Upon the happening of any of the following Events of Default, the
Holder may, at its option, declare immediately due and payable the entire
principal sum together with all interest accrued and owing thereon, plus any
other sums payable at the time of such declaration pursuant the this Note, the
Security Agreement (as hereinafter defined), and any other instrument securing
this Note. Such Events of Default are as follows:

     (i) The failure of Maker to make a payment of principal or interest or any
     other sums payable under this Note or the Security Agreement when due;

     (ii) The occurrence of any other default under any document or instrument
     evidencing, securing or pertaining to the indebtedness evidenced hereby,
     including, without limitation, the occurrence of an event of default under
     the Security Agreement or the Agreement (hereafter defined);

     (iii) An order, Judgment or decree shall be entered by any court of
     competent jurisdiction approving a petition seeking a reorganization of
     Maker or appointing a receiver, trustee or liquidator for Maker pursuant to
     the United States Bankruptcy Code or any state bankruptcy or reorganization
     law, or if Maker commences a proceeding pursuant to the United States
     Bankruptcy Code or any other state bankruptcy or reorganization law;

     (iv) The failure of Maker to pay the indebtedness evidenced by this Note
     immediately upon the sale, conveyance or transfer of the Property to any
     other party or upon the encumbrance, whether voluntary or involuntary, of
     the Property by any other lien, security interest, or pledge;

     (v) The default of Maker under either any other debt instrument of Maker
     held by Payee or any other security agreement of Maker in favor of Payee as
     Secured Party; or

     (vi) The determination by Payee, in his discretion, that repayment of this
     Note is not

                                       -2-

<PAGE>



     secure or likely.

     (b) The failure to exercise any option permitted at law or in equity upon
the happening of one or more of the foregoing Events of Default shall not
constitute a waiver of the right to exercise the same or any other option at any
subsequent time, or nullify any prior exercise of any such option, without the
express written consent of the holder hereof, except as and to the extent
otherwise provided by law.

     39. Compliance with Law. All agreements between Maker and the Payee,
whether now existing or hereafter arising and whether written or oral, are
hereby limited so that in no contingency, whether by reason of demand or
acceleration of the maturity hereof or otherwise, shall the interest contracted
for, charged, received, paid or agreed to be paid to Payee exceed the maximum
amount permissible under applicable law. If, from any circumstance whatsoever,
interest would otherwise be payable to Payee in excess of the maximum lawful
amount, the interest payable to Payee shall be reduced to the maximum amount
permitted under applicable law; and if from any circumstance Payee shall ever
receive anything of value deemed interest by applicable law in excess of the
maximum lawful amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal hereof and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance of principal
hereof, such excess shall be refunded to Maker. All interest paid or agreed to
be paid to Payee shall, to the extent permitted by applicable law, be amortized,
prorated, allocated, and spread throughout the full period until payment in full
of the principal so that the interest hereof for such full period shall not
exceed the maximum amount permitted by applicable law. This paragraph shall
control all agreements between Maker and Payee.

     40. Collection Costs. If this Note is not paid when due, whether at
maturity or by acceleration, or if it is collected through a bankruptcy,
probate, or other court, whether before or after maturity, Maker agrees to pay
all costs of collection, including, but, not limited to, reasonable attorneys'
fees, incurred by Payee.

     41. Captions. The paragraph headings used in this Note are for convenience
of reference only, and shall not affect the weaning or interpretation of this
Note.

     42. Governing Law. This Note shall be governed by and construed' in
accordance with the laws of the State of Texas and the laws of the United States
applicable to transactions in the State of Texas, and venue for any action
hereunder shall be in Tarrant County, Texas.

                                       -3-

<PAGE>



     43. Loan Agreement. This Note is executed and delivered pursuant to a Stock
Purchase and Sale Agreement ("Agreement") of even date herewith executed by
Maker and Payee.

                                             MAKER:

                                             Alliance Trophy Club, Inc.

                                             ------------------------------
                                             By: Richard Kepler
                                             Its: Chairman




                                       -4-


<PAGE>


                                 PROMISSORY NOTE

$287,690.75       July 15, 1997


     FOR VALUE RECEIVED, Alliance Trophy Club, Inc. ("Maker"), does hereby
promise to pay to the order of Lance White and Michele White (collectively the
"Payee"), at his office at 6 Michelle Court, Trophy Club, Texas, 76262 or at
such other place as he may from time to time designated in writing, in lawful
money of the United States, the principal sum of Two Hundred Eighty Seven
Thousand Six Hundred Ninety dollars and 75/100's ($287,690.75) or so much
thereof as may be advanced with interest thereon as calculated in accordance
with this Note, payable in 60 equal payments of $5,833.33, with any and all
unpaid principal and interest being due and payable on the fifth anniversary
from the date of this Note.


     44. Interest.

          (a) Interest on the outstanding principal balance of this Note from
     time to time remaining unpaid prior to maturity shall accrue at eight
     percent (8%) per annum. All interest accrued during each year shall be
     capitalized at the end of such year and interest shall accrue thereon to
     the same extent as the principal of this Note, with each, such year ending
     on the anniversary date of this Note.

          (b) Interest on past-due principal and, to the extent permitted by
     law, on past-due interest, shall accrue at the rate of eighteen percent
     (18%) per annum, from the date same should have been paid until same is
     paid.


     45. Waiver. Except as otherwise expressly provided in this Note, the Maker,
and any endorsers or guarantors hereof, severally waive diligence, presentment,
protest and demand and also notice of protest, demand, dishonor, and non-payment
of this Note, acceleration and notice of intent to accelerate, and expressly
agree that this Note, or any payment hereunder, may be extended from time to
time without notice, and consent to the acceptance of further security or the
release of any security for this Note, all without in any way affecting the
liability of the Maker. No extension of time for the payment of this Note, or
any installment hereof, made by agreement by the holder hereof with any person
now or hereafter liable for the payment of this Note, shall affect the original
liability under this Note of the Maker, even if the Maker is not a party to such
agreement.

                                       -5-

<PAGE>


     46. Prepayment. Maker shall have the right to prepay the Note, in whole or
in party, without premium or penalty at any time; any partial prepayment shall
be first applied to outstanding interest accrued under this Note during the year
in which such partial prepayment is made, and the balance, if any, shall be
applied to the principal of this Note.

     47. Collateral. This Note is secured, in part, by a Security Agreement
(herein so called), of even date herewith, executed by Maker and Payee regarding
certain shares of stock in Castle Custom Homes, Inc., d/b/a White Castle Custom
Homes (the "Property").


     48. Events of Default.

     (a) Upon the happening of any of the following Events of Default, the
Holder may, at its option, declare immediately due and payable the entire
principal sum together with all interest accrued and owing thereon, plus any
other sums payable at the time of such declaration pursuant the this Note, the
Security Agreement (as hereinafter defined), and any other instrument securing
this Note. Such Events of Default are as follows:

     (i) The failure of Maker to make a payment of principal or interest or any
     other sums payable under this Note or the Security Agreement when due;

     (ii) The occurrence of any other default under any document or instrument
     evidencing, securing or pertaining to the indebtedness evidenced hereby,
     including, without limitation, the occurrence of an event of default under
     the Security Agreement or the Agreement (hereafter defined);

     (iii) An order, Judgment or decree shall be entered by any court of
     competent jurisdiction approving a petition seeking a reorganization of
     Maker or appointing a receiver, trustee or liquidator for Maker pursuant to
     the United States Bankruptcy Code or any state bankruptcy or reorganization
     law, or if Maker commences a proceeding pursuant to the United States
     Bankruptcy Code or any other state bankruptcy or reorganization law;

     (iv) The failure of Maker to pay the indebtedness evidenced by this Note
     immediately upon the sale, conveyance or transfer of the Property to any
     other party or upon the encumbrance, whether voluntary or involuntary, of
     the Property by any other lien, security interest, or pledge;

     (v) The default of Maker under either any other debt instrument of Maker
     held by Payee or any other security agreement of Maker in favor of Payee as
     Secured Party; or

     (vi) The determination by Payee, in his discretion, that repayment of this
     Note is not

                                       -6-

<PAGE>



     secure or likely.

     (b) The failure to exercise any option permitted at law or in equity upon
the happening of one or more of the foregoing Events of Default shall not
constitute a waiver of the right to exercise the same or any other option at any
subsequent time, or nullify any prior exercise of any such option, without the
express written consent of the holder hereof, except as and to the extent
otherwise provided by law.


     49. Compliance with Law. All agreements between Maker and the Payee,
whether now existing or hereafter arising and whether written or oral, are
hereby limited so that in no contingency, whether by reason of demand or
acceleration of the maturity hereof or otherwise, shall the interest contracted
for, charged, received, paid or agreed to be paid to Payee exceed the maximum
amount permissible under applicable law. If, from any circumstance whatsoever,
interest would otherwise be payable to Payee in excess of the maximum lawful
amount, the interest payable to Payee shall be reduced to the maximum amount
permitted under applicable law; and if from any circumstance Payee shall ever
receive anything of value deemed interest by applicable law in excess of the
maximum lawful amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal hereof and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance of principal
hereof, such excess shall be refunded to Maker. All interest paid or agreed to
be paid to Payee shall, to the extent permitted by applicable law, be amortized,
prorated, allocated, and spread throughout the full period until payment in full
of the principal so that the interest hereof for such full period shall not
exceed the maximum amount permitted by applicable law. This paragraph shall
control all agreements between Maker and Payee.


     50. Collection Costs. If this Note is not paid when due, whether at
maturity or by acceleration, or if it is collected through a bankruptcy,
probate, or other court, whether before or after maturity, Maker agrees to pay
all costs of collection, including, but, not limited to, reasonable attorneys'
fees, incurred by Payee.


     51. Captions. The paragraph headings used in this Note are for convenience
of reference only, and shall not affect the weaning or interpretation of this
Note.


     52. Governing Law. This Note shall be governed by and construed' in
accordance with the laws of the State of Texas and the laws of the United States
applicable to transactions in the State of Texas, and venue for any action
hereunder shall be in Tarrant County, Texas.

                                       -7-

<PAGE>


     53. Loan Agreement. This Note is executed and delivered pursuant to a Stock
Purchase and Sale Agreement ("Agreement") of even date herewith executed by
Maker and Payee.

                                             MAKER:

                                             Alliance Trophy Club, Inc.

                                             ------------------------------
                                             By: Richard Kepler
                                             Its: Chairman


                                       -8-




EXHIBIT 10.4

                               EMPLOYMENT CONTRACT


     By this Agreement, Alliance Trophy Club, Inc., a Delaware corporation
referred to in this Agreement as "Employer," located at 6 Michelle Court, Trophy
Club, Texas 76262, employs FRANKLIN R. KEPLER, referred to in this Agreement as
"Employee," who accepts employment on the following terms and conditions:

     THIS AGREEMENT IS SUBJECT TO ARBITRATION UNDER THE TEXAS GENERAL
ARBITRATION ACT.

                                    ARTICLE 1

                               TERM OF EMPLOYMENT

     1.1 Term of Employment. By this Agreement, the Employer employs the
Employee, and the Employee accepts employment with the Employer, for a period of
three (3) years beginning on the 1st day of May, 1997; however, this Agreement
may be terminated earlier, as provided in Article 7, below.

                                    ARTICLE 2

                                  COMPENSATION

     2.1 Basic Compensation. As basic compensation for all services rendered
under this Agreement the Employee shall be paid by the Employer a salary of
$75,000 per year, payable in equal monthly installments of $6,250.00 on the
first day of each month during the period of employment. The amount paid is to
be pro


<PAGE>


rated for any partial employment. The basic compensation stated herein is gross
salary. Employee's basic compensation will be reviewed on an annual basis by
Employer's Board of Directors and may be adjusted based upon the Company's
profitability, growth and Employee's contribution to the Company's financial
success.

     2.2 Incentive Compensation - Share of Profits. In addition to the basic
compensation hereinabove stated, the Employee shall be entitled to receive a
bonus if, as and when determined by the Board of Directors of the Employer in
its discretion based upon the Company's profitability, growth and Employee's
contribution to the Company's financial success.

     2.3 Vacation. The Employee shall be entitled to an annual vacation leave of
three weeks at full pay for the first year following the execution of this
Agreement and the Employee shall be entitled to an annual vacation leave of four
weeks at full pay for the second and third years following the execution of this
Agreement. The time for such vacation shall be selected by the Employee in
consultation with the Board of Directors, whose approval shall not be withheld
unreasonably, so as to provide minimal disruption to Employer's business, and it
must be taken within the calendar year after its accrual, or it is forfeited.

                                    ARTICLE 3

                               DUTIES OF EMPLOYEE

                                       2

<PAGE>



     3.1 Duties. The Employee is employed as Chairman of the Board and agrees to
serve as an officer of Employer and its subsidiaries, if any, as determined from
time to time by the Employer's Board of Directors. As Chairman of the Board,
Employee will be the Chief Executive Officer of the Company and perform the
customary duties thereof and such other duties as may be required of Employee by
the Board of Directors from time to time during the term of employment.

     3.2 Extent of Services. The Employee shall devote such time, attention and
efforts to the business of the Employer during the term of this Agreement as may
be necessary in his sole discretion for the performance of his duties hereunder.

                                    ARTICLE 4

                          EMPLOYEE BENEFITS AND BONUSES

     4.1 Medical Benefits. The Employer agrees to include the Employee in the
hospital, surgical, and medical benefit plan as adopted by the Employer's Board
of Directors.

     4.2 Automobile Allowance. The Employer agrees to provide the Employee an
automobile allowance of $500.00 per month which shall include all costs of the
vehicle, gasoline, and all travel expenses when away from the Employer's
principal place of business.

                                        3

<PAGE>



                                    ARTICLE 5

                 REIMBURSEMENT OF EXPENSES INCURRED BY EMPLOYEE

     5.1 Business Expenses. The Employee will be authorized from time to time in
the form of an operating budget approved by Employer's Board of Directors to
incur reasonable business expenses for promoting the business of the Employer.
The Employer will reimburse the Employee for all such expenses upon the
Employee's monthly presentation and itemized account of such expenditures.
Employee agrees to abide by the guidelines for reimbursable business expenses
which may be adopted by Employer's Board of Directors from time to time.

                                    ARTICLE 6

                          PROPRIETARY RIGHTS OF PARTIES

     6.1 Trade Secrets. During the term of employment, the Employee will have
access to and become familiar with various trade secrets, consisting of devices,
secret inventions, processes, compilations of information, records, and
specifications, owned by the Employer and regularly used in the operation of the
business of the Employer. The Employee shall not disclose any such trade
secrets, directly or indirectly, nor use them in any way, either during the term
of this Agreement or at any time thereafter, except as required in the course of
his employment by Employer. All files, records, documents, drawings,
specifications, equipment, and

                                        4

<PAGE>



similar items relating to the business of the Employer, whether or not prepared
by the Employee, shall remain the exclusive property of the Employer and shall
not be removed from the premises of the Employer under any circumstances without
the prior written consent of the Employer.

     6.2 Confidential Information. Employee is employed by Employer in a
position of trust and confidence in which Employee will acquire confidential
information of Employer. All information relating to the business of Employer,
including but not limited to company records, the identity and addresses of
customers and suppliers of Employer, the agreements of Employer with customers
and suppliers, including pricing information and technical and financial data
and information of Employer, or information relating to the business of Employer
or the marketing techniques and sales procedures of Employer, are confidential
and shall be held in strict confidence by Employee during employment and after
the termination of employment. Employer intends for Employee to keep all
confidential information protected and undisclosed except as required by the
fulfillment of Employee's duties for Employer.

     6.3 Return of Employer's Property. On the termination of employment or
whenever requested by the Employer, the Employee shall immediately deliver to
the Employer all property in the Employee's possession or under the Employee's
control belonging to Employer.

                                        5

<PAGE>



     6.4 Inventions and Patents. The Employee agrees that any inventions,
designs, improvements, and discoveries made by the Employee during the term of
his employment, solely or jointly with others, which are made with the
Employer's equipment, supplies, facilities, trade secrets, or time, or which
relate to the business of the Employer or the Employer's actual or anticipated
research or development, or which result from any work performed by the Employee
for the Employer, shall be the exclusive property of the Employer. The Employee
agrees that he will promptly and fully inform and disclose to the Employer of
such inventions, designs, improvements, and discoveries, and the Employee
promises to assign such inventions to the Employer. The Employee also agrees
that the Employer shall have the right to keep such inventions as trade secrets,
if the Employer chooses. The Employee shall assist the Employer in obtaining
patents in the United States and in all foreign countries on all inventions,
designs, improvements, and discoveries deemed patentable by the Employer, and
shall execute all documents and do all things necessary to obtain letters of
patents, to invest the company with full and extensive titles to the patents,
and to protect the patents against infringement by others.

                                        6

<PAGE>



                                    ARTICLE 7

                                   TERMINATION

     7.1 Termination Prior to Expiration of Employment Term. This Agreement may
be terminated, and the Employee discharged, prior to the expiration of its term
as set forth herein or only by mutual agreement of Employee and Employer.

     7.2 Termination by Employer for Cause. The Employer may at its option
terminate this Agreement by giving written notice of termination to the Employee
without prejudice to any other remedy to which the Employer may be entitled
either at law, in equity, or under this Agreement, if the Employee:

          7.2.1     Willfully breaches or habitually neglects the duties that
                    the Employee is required to perform under the terms of this
                    Agreement; or

          7.2.2     Willfully violates reasonable and substantial rules
                    governing Employee's performance, after notice in writing of
                    the rules governing Employee's performance; or

          7.2.3     Refuses to perform the duties assigned to the Employee by
                    the Employer's Board of Directors; or

          7.2.4     Commits acts defined by the penal laws of the United States
                    or any of the various states of the United States as a
                    felony.

     7.3 Termination on Grounds other than for Good Cause. This Agreement shall
terminate on the occurrence of any one of the following events without cause:

          7.3.1     The termination of the business of the Employer; or

                                        7

<PAGE>


          7.3.2     The death of the Employee; or

          7.3.3     The loss by the Employee of legal capacity; or

          7.3.4     The continued incapacity on the part of the Employee to
                    perform his duties for a continuous period of 180 days,
                    unless waived by the Employer; or

          7.3.5     Employer fails to allow Employee to perform the duties
                    described in Section 3.1 hereinabove; Employee shall give
                    written notice to Employer of such failure and Employer
                    shall have thirty (30) days in which to cure such failure
                    before this Agreement shall be terminated.

     7.4 Effective Termination. In the event of the termination of this
Agreement prior to the completion of the term of employment specified in it, for
any of the reasons set forth in Article 7, the Employee shall be entitled to the
compensation earned prior to the date of termination as provided for in this
Agreement, computed pro rata up to and including the date of termination.

                                    ARTICLE 8

                               GENERAL PROVISIONS

     8.1 Notices. All notices or other communications required under this
Agreement may be effected either by personal delivery in writing or by certified
mail, return receipt requested. Notice shall be deemed to have been given when
delivered or mailed to the parties at their respective addresses as set forth
above or

                                        8

<PAGE>



when mailed to the last address provided in writing to the other
party by the addressee.

     8.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, specifically including without
limitation the covenant not to compete contained in this Agreement.

     8.3 Venue. This Agreement is performable in Denton County, Texas.

     8.4 Agreement to Submit to Arbitration on Written Request. Any controversy
between the parties to this Agreement involving the construction or application
of any of the terms, covenants, or conditions of this Agreement, shall on the
written request of one party served on the other, be submitted to arbitration.
Arbitration shall comply with and be governed by the provisions of the Texas
General Arbitration Act, Articles 224 through 238-6 of the Revised Civil
Statutes of Texas. Each of the parties to this Agreement shall appoint one
person as an arbitrator to hear and determine the dispute, and if they shall be
unable to agree, then the two arbitrators so chosen shall select a third
impartial arbitrator whose decision shall be final and conclusive upon the
parties to this Agreement. The expenses of arbitration proceedings conducted
pursuant to this paragraph shall be borne by the parties in such proportions as
the arbitrators shall decide.

                                        9

<PAGE>



     8.5 Entirety. This Agreement constitutes the entire understanding between
the parties reoarding the subject matter hereof. No Agreements, representations,
or warranties other than those specifically set forth in this Agreement shall be
binding on any of the parties unless set forth in writing and signed by both
parties. This Agreement supersedes all other prior agreements, either oral or in
writing, between the parties with respect to the employment of the Employee by
the Employer and contains all of the covenants and agreements between the
parties with respect to such employment in any manner. Each party to this
Agreement acknowledges that no inducements or promises, oral or otherwise, have
been made by any party, or anyone acting on behalf of any party, that are not
embodied in this Agreement.

     8.6 Modification. This Agreement shall not be amended, modified, or altered
in any manner except in writing signed by both parties.

     8.7 Assignment. The Employer and the Employee acknowledge that the services
to be rendered by the Employee under this Agreement are unique and personal.
Therefore, neither party may assign any rights or delegate any duties under this
Agreement, without the other party's prior written consent. If either the
Employer or the Employee obtains a consent to an assignment of rights or
delegations of duties, rights or duties under this Agreement it shall inure only
to the benefit of the assignee or

                                       10

<PAGE>


delagee named in the written instrument, and such consent shall not be deemed as
a general consent to assignment or delegation.

                          EXECUTED as of May 1, 1997.

                                             EMPLOYER
                                             ALLIANCE TROPHY CLUB, INC.


                                             By:
                                                -------------------------------
                                                Lance White, President



                                             EMPLOYEE

                                             ----------------------------------
                                             Franklin R. Kepler

                                       11




EXHIBIT 10.5

                               EMPLOYMENT CONTRACT

     By this Agreement, Alliance Trophy Club, Inc., a Delaware corporation,
referred to in this Agreement as "Employer," located at 6 Michelle Court, Trophy
Club, Texas, 76262 employs LANCE WHITE, referred to in this Agreement as
"Employee," who accepts employment on the following terms and conditions:

     THIS AGREEMENT IS SUBJECT TO ARBITRATION UNDER THE TEXAS GENERAL
ARBITRATION ACT.

                                    ARTICLE 1

                               TERM OF EMPLOYMENT

     1.1 Term of Employment. By this Agreement, the Employer employs the
Employee, and the Employee accepts employment with the Employer, for a period of
three (3) years beginning on the 1st day of May, 1997; however, this Agreement
may be terminated earlier, as provided in Article 7, below. ARTICLE 2

                                  COMPENSATION

     2.1 Basic Compensation. As basic compensation for all services rendered
under this Agreement, the Employee shall be paid by the Employer a salary of (i)
$60,000 per year, payable in equal monthly installments of $5,000.00 on first
day of each month during the period of employment and (ii) 5% of the gross
profit on each project, payable within thirty days of the Employer receiving a
certificate of completion on a project. As used in this Agreement, the term
"project" shall mean an individual and separate structure located on a separate
parcel of land including, but not limited to, homes, offices, commercial
buildings and other structures, which the Employer has been retained to build on
behalf of a customer of Employer. As used in this Agreement, the term "gross
profit" shall mean the gross income for each project calculated by taking all of
the revenue on that project minus all of the direct expenses on that project
(not including any indirect costs, including but not limited to, corporate
overhead or marketing) determined according to generally accepted accounting
principles. The amount paid is to be pro rated for any partial employment. The
basic compensation stated herein is gross salary. Employee's basic compensation
will be reviewed on an annual basis by Employer's Board of Directors and may be
adjusted based upon the Company's profitability, growth and Employee's
contribution to the Company's financial success.

     2.2 Incentive Compensation - Share of Profits. In addition to the basic
compensation hereinabove stated, the Employee shall be entitled to receive a
bonus if, as and when determined by the Board of Directors of the Employer in
its discretion based upon the Company's profitability, growth and Employee's
contribution to the Company's financial success.

     2.3 Vacation. The Employee shall be entitled to an annual vacation leave of
three weeks at full pay for the first year following the execution of this
Agreement and the Employee shall be entitled to an annual vacation leave of four
weeks at full pay for the second and third years following



<PAGE>


the execution of this Agreement. The time for such vacation shall be selected by
the Employee in consultation with the Chairman of the Board, whose approval
shall not be withheld unreasonably, so as to provide minimal disruption to
Employer's business, and it must be taken within the calendar year after its
accrual, or it is forfeited.

                                    ARTICLE 3

                               DUTIES OF EMPLOYEE

     3.1 Duties. The Employee is employed as President and Chief Operating
Officer and agrees to serve as an officer of Employer and its subsidiaries, if
any, as determined from time to time by the Employer's Board of Directors. As
President and Chief Operating Officer Employee will be responsible for the day
to day operations of Employer including, but not limited to, the hiring of all
personnel and subcontractors, the management of the construction of the
projects, providing operating results to the Board of the Directors of the
Company and such other duties as may be required of Employee by the Board of
Directors from time to time during the term of employment.

     3.2 Extent of Services. The Employee shall devote his entire productive
time, ability, attention, and energies to the business of the Employer during
the term of this Agreement. During such time, the Employee shall not directly or
indirectly render any services of a business, commercial, or professional nature
to any other person or organization, whether or not for compensation, without
the prior written consent of the Employer.

                                    ARTICLE 4

                          EMPLOYEE BENEFITS AND BONUSES

     4.1 Medical Benefits. The Employer agrees to include the Employee in the
hospital, surgical, and medical benefit plan as adopted by the Employer's Board
of Directors.

     4.2 Automobile Allowance. The Employer agrees to provide the Employee an
automobile allowance of $500.00 per month which shall include all costs of the
vehicle, gasoline, and all travel expenses when away from the Employer's
principal place of business.

                                    ARTICLE 5

                 REIMBURSEMENT OF EXPENSES INCURRED BY EMPLOYEE

     5.1 Business Expenses. The Employee will be authorized from time to time in
the form of an operating budget approved by Employer's Board of Directors to
incur reasonable business expenses for promoting the business of the Employer.
The Employer will reimburse the Employee for all such expenses upon the
Employee's monthly presentation and itemized account of such expenditures.
Employee agrees to abide by the guidelines for reimbursable business expenses
which may be adopted by Employer's Board of Directors from time to time.



<PAGE>


                                    ARTICLE 6

                          PROPRIETARY RIGHTS OF PARTIES

     6.1 Trade Secrets. During the term of employment, the Employee will have
access to and become familiar with various trade secrets, consisting of devices,
secret inventions, processes, compilations of information, records, and
specifications, owned by the Employer and regularly used in the operation of the
business of the Employer. The Employee shall not disclose any such trade
secrets, directly or indirectly, nor use them in any way, either during the term
of this Agreement or at any time thereafter, except as required in the course of
his employment by Employer. All files, records, documents, drawings,
specifications, equipment, and similar items relating to the business of the
Employer, whether or not prepared by the Employee, shall remain the exclusive
property of the Employer and shall not be removed from the premises of the
Employer under any circumstances without the prior written consent of the
Employer.

     6.2 Confidential Information. Employee is employed by Employer in a
position of trust and confidence in which Employee will acquire confidential
information of Employer. All information relating to the business of Employer,
including but not limited to company records, the identity and addresses of
customers and suppliers of Employer, the Agreements of Employer with customers
and suppliers, including pricing information and technical and financial data
and information of Employer, or information relating to the business of Employer
or the marketing techniques and sales procedures of Employer are confidential
and shall be held in strict confidence by Employee during employment and after
the termination of employment. Employer intends for Employee to keep all
confidential information protected and undisclosed except as required by the
fulfillment of Employee's duties for Employer.

     6.3 Return of Employer's Property. On the termination of employment or
whenever requested by the Employer, the Employee shall immediately deliver to
the Employer all property in the Employee's possession or under the Employee's
control belonging to Employer.

     6.4 Inventions and Patents. The Employee agrees that any inventions,
designs, improvements, and discoveries made by the Employee during the term of
his employment, solely or jointly with others, which are made with the
Employer's equipment, supplies, facilities, trade secrets, or time, or which
relate to the business of the Employer or the Employer's actual or anticipated
research or development, or which result from any work performed by the Employee
for the Employer, shall be the exclusive property of the Employer. The Employee
agrees that he will promptly and fully inform and disclose to the Employer all
such inventions, designs, improvements, and discoveries, and the Employee
promises to assign such inventions to the Employer. The Employee also agrees
that the Employer shall have the right to keep such inventions as trade secrets,
if the Employer chooses. The Employee shall assist the Employer in obtaining
patents in the United States and in all foreign countries on all inventions,
designs, improvements, and discoveries deemed patentable by the Employer, and
shall execute all documents and do all things necessary to obtain letters of
patents, to invest the company with full and extensive titles to the patents,
and to protect the patents against infringement by others.

                                    ARTICLE 7

                                   TERMINATION

     7.1 Termination Prior to Expiration of Employment Term. This Agreement may
be terminated, and the Employee discharged, prior to the expiration of its term
as set forth herein or



<PAGE>


only by mutual agreement of Employee and Employer.

     7.2 Termination by Employer for Cause. The Employer may at its option
terminate this Agreement by giving written notice of termination to the Employee
without prejudice to any other remedy to which the Employer may be entitled
either at law, in equity, or under this Agreement, if the Employee:

     7.2.1 Willfully breaches or habitually neglects the duties that the
     Employee is required to perform under the terms of this Agreement; or

     7.2.2 Willfully violates reasonable and substantial rules governing
     Employee's performance, after notice in writing of the rules governing
     Employee's performance; or

     7.2.3 Refuses to perform the duties assigned to the Employee by the
     Employer's Board of Directors; or

     7.2.4 Commits acts defined by the penal laws of the United States or any of
     the various states of the United States as a felony.

     7.3 Termination on Grounds other than for Good Cause. This Agreement shall
terminate on the occurrence of any one of the following events without cause:

     7.3.1 The Employer fails to close the purchase of the stock of the
     Employee's company, Castle Custom Homes, Inc. d/b/a White Castle Custom
     Homes, within 60 days of the execution of this Agreement for a price of
     $450,000, payable $100,000 upon closing, and the balance in sixty (60)
     equal monthly installments of $5,833.33 (this amount includes interest
     imputed at lowest possible rate); this Agreement shall not terminate
     pursuant to this paragraph 7.3.1 until such time as the Employee has
     returned all stock of the Employer to the Employer together with any and
     all appropriate transfer documentation; or

     7.3.2 The termination of the business of the Employer to be continued; or

     7.3.3 The death of the Employee; or

     7.3.4 The loss by the Employee of legal capacity; or

     7.3.5 The continued incapacity on the part of the Employee to perform his
     duties for a continuous period of 180 days, unless waived by the Employer;
     or

     7.3.6 Employer fails to allow Employee to perform the duties described in
     Section 3.1 hereinabove, Employee shall give written notice to Employer of
     such failure and Employer shall have thirty


<PAGE>


     (30) days in which to cure such failure before this Agreement shall be
     terminated.

     7.4 Effective Termination. In the event of the termination of this
Agreement prior to the completion of the term of employment specified in it, for
any of the reasons set forth in Article 7, the Employee shall be entitled to the
compensation earned prior to the date of termination as provided for in this
Agreement, computed pro rata up to and including the date of termination.

                                    ARTICLE 8

                               GENERAL PROVISIONS

     8.1 Notices. All notices or other communications required under this
Agreement may be effected either by personal delivery in writing or by certified
mail, return receipt requested. Notice shall be deemed to have been given when
delivered or mailed to the parties at their respective addresses as set forth
above or when mailed to the last address provided in writing to the other party
by the addressee.

     8.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, specifically including without
limitation the covenant not to compete contained in this Agreement.

     8.3 Venue. This Agreement is performable in Denton County, Texas.

     8.4 Agreement to Submit to Arbitration on Written Request. Any controversy
between the parties to this Agreement involving the construction or application
of any of the terms, covenants, or conditions of this Agreement, shall on the
written request of one party served on the other, be submitted to arbitration.
Arbitration shall comply with and be governed by the provisions of the Texas
General Arbitration Act, Articles 224 through 238-6 of the Revised Civil
Statutes of Texas. Each of the parties to this Agreement shall appoint one
person as an arbitrator to hear and determine the dispute, and if they shall be
unable to agree, then the two arbitrators so chosen shall select a third
impartial arbitrator whose decision shall be final and conclusive upon the
parties to this Agreement. The expenses of arbitration proceedings conducted
pursuant to this paragraph shall be borne by the parties in such proportions as
the arbitrators shall decide.

     8.5 Entirety. This Agreement constitutes the entire understanding between
the parties regarding the subject matter hereof. No Agreements, representations,
or warranties other than those specifically set forth in this Agreement shall be
binding on any of the parties unless set forth in writing and signed by both
parties. This Agreement supersedes all other prior agreements, either oral or in
writing, between the parties with respect to the employment of the Employee by
the Employer and contains all of the covenants and agreements between the
parties with respect to such employment in any manner. Each party to this
Agreement acknowledges that no inducements or promises, oral or otherwise, have
been made by any party, or anyone acting on behalf of any party, that are not
embodied in this Agreement.

     8.6 Modification. This Agreement shall not be amended, modified, or altered
in any manner except in writing signed by both parties.

     8.7 Assignment. The Employer and the Employee acknowledge that the services
to be rendered by the Employee under this Agreement are unique and personal.
Therefore, neither party may assign any rights or delegate any duties under this
Agreement, without the other party's prior written consent. If either the
Employer or the Employee obtains a consent to an assignment of rights or
delegations of duties, rights or duties under this Agreement it shall inure only
to the



<PAGE>


benefit of the assignee or delagee named in the written instrument, and such
consent shall not be deemed as a general consent to assignment or delegation.

                EXECUTED at Fort Worth, Texas as of May 1, 1997.

                                             EMPLOYER
                                             ALLIANCE TROPHY CLUB, INC.



                                             By:
                                                -------------------------------
                                             Its: Chairman of the Board


                                             EMPLOYEE


                                             ----------------------------------
                                             Lance White







EXHIBIT 10.6

                             FEDERAL VENTURES, INC.

                          3055 HARBOR DRIVE, SUITE 1603
                         FORT LAUDERDALE, FLORIDA 33316
                             TELEPHONE: 954-467-9158
                                  FAX: 467-9159
    ------------------------------------------------------------------------

                                    AGREEMENT

                             FEDERAL VENTURES, INC.

                                       and

                           ALLIANCE TROPHY CLUB, INC.


THIS AGREEMENT, is entered into this 13th day of April, 1999 by and between
Alliance Trophy Club, Inc. and Federal Ventures, Inc., David Siegel, 3055 Harbor
Drive, Suite 1603, Fort Lauderdale, Florida 33316 (hereinafter referred to as
"Representative").

AS AGREED, upon the receipt of 50,000 shares of free-trading stock (symbol:
ALLT) provided by Alliance Trophy Club, Inc. and based on a 3 month contract
period, the Representative agrees to provide the following services:

     1.   Assist in Generating Press Releases

     2.   Develop Market Awareness through Direct Communication with the
          Brokerage Houses, Fund Managers, Analysts, Public and Private
          Investors

     3.   Lead Generation Programs (Deck Drops, Internet Blasts, etc.)

     4.   Review and Discuss Investment Banking and Investor Relation Issues


IN WITNESS WHEREOF, the parties have duly set their hands to this Agreement,
effective on this date stated above.

FEDERAL VENTURES, INC.                       ALLIANCE TROPHY CLUB, INC.



- -----------------------------                ------------------------------
David Siegel, President                      Lance White, President





EXHIBIT 10.7

                           SHAREHOLDER RELATIONS, INC.

                              CONSULTING AGREEMENT


THIS CONSULTING AGREEMENT made this 8th day of  June , 1999 by and between;

          SHAREHOLDER RELATIONS, INC.
          1211 N. Westshore Blvd. Suite 710
          Tampa, FL 33607
          Telephone (813) 636-0590


a Florida Corporation (hereinafter referred to as "SRI"), and:

          ALLIANCE TROPHY CLUB, INC.
          CASTLE CUSTOM HOMES, INC.
          104 Houston Street, Suite D
          P. O. Box 1850
          Roanoke, TX  76262

(hereinafter referred to as "COMPANY") collectively SRI and COMPANY hereinafter
referred to as "the parties",

                                   WITNESSETH:

     WHEREAS, SRI is an investor relations, direct marketing, public relations
and advertising firm with expertise in the dissemination of information about
private and publicly traded companies, and is in the business of providing
investor relations services, public relations services, advertising services,
fulfillment services, marketing of business formats and opportunities, financing
arrangements, private placements and other related programs, services and
products to other clients, and;

     WHEREAS, COMPANY is publicly held with its common stock trading on one or
more stock exchanges and/or over-the-counter, or COMPANY desires to become a
publicly held company with its common stock trading on one or more stock
exchanges and/or over-the-counter;

     WHEREAS, COMPANY desires to publicize itself with the intention of making
its name and business better known to its shareholders, investors, brokerage
houses, potential investors or shareholders and various media; and

     WHEREAS, SRI is willing to accept COMPANY as a client;

     WHEREAS, COMPANY requires investor relations/public relations services and
desires to employ and/or retain SRI to provide such services as an independent
contractor, and SRI is agreeable to such a relationship and/or arrangement, and
the parties desire a written document formalizing and defining their
relationship and evidencing the terms of their agreement;


COMPANY Initial ________                                      SRI Initial ______



<PAGE>



     THEREFORE, in consideration of the mutual covenants contained herein, and
other good and valuable consideration, it is agreed as follows:

                         DEFINITIONS AND INTERPRETATIONS

1.  Captions and Section Numbers
The headings and section references in this Consulting Agreement are for
convenience of reference only and do not form a part of this Consulting
Agreement and are not intended to interpret, define or limit the scope, extent
or intent of this Consulting Agreement or any provisions thereof

2. Extended Meanings
The words "hereof", "herein", "hereunder", "hereto" and similar expressions used
in any clause, paragraph or section of this Consulting Agreement and say
Addendum's and/or Exhibits attached to this Consulting Agreement will relate to
the whole of this Consulting Agreement including any attached Addendum's and/or
Exhibits and not to that clause, paragraph or section only, unless otherwise
expressly provided

3. Number and Gender
In this Consulting Agreement words importing the masculine gender include the
feminine or neuter gender and words in the singular include the plural, and vice
versa.

4. Section References and Schedules
Any reference to a particular "article, "section", "paragraph" or other
subdivision of this Consulting Agreement and any reference to a schedule,
exhibit or addendum by name, number and/or letter will mean the appropriate
schedule, exhibit or addendum attached to this Consulting Agreement and by such
reference is incorporated into and made part of this Consulting Agreement.

                                    AGREEMENT

5. Appointment
COMPANY hereby appoints and engages SRI as its investor relations counsel and
hereby retains and employs SRI upon the terms and conditions of this Consulting
Agreement. SRI accepts such appointment and agrees to perform the services upon
the terms and conditions of said Consulting Agreement.


6. Engagement
COMPANY engages SRI to publicize the COMPANY to brokers, prospective investors
and shareholders and as further described below and subject to the further
provisions of this Consulting Agreement. SRI hereby accepts said engagement and
COMPANY as a client, and agrees to publicize COMPANY as further described below
and subject to the further provisions of this Consulting Agreement.

7. Authority and Descriptions Of Services
During the term of this Consulting Agreement SRI shall furnish various
professional services and advice as specifically requested by COMPANY. Said
professional services and advise shall relate to those services, items and/or
subjects described herein as follows:

     a. SRI shall act, generally as corporate public relations counsel,
essentially noting (1) as liaison between COMPANY and its shareholders; (2) as
advisor to COMPANY with respect to existing and potential market makes,
broker-dealers, underwriters and investors as well as being the liaison between
COMPANY and such persons; and (3) as advisor to COMPANY with respect to
communications and information, which may include, but is not necessarily
limited to, preparation of magazine advertorials,

COMPANY Initial ________                                      SRI Initial ______



<PAGE>



writing of a corporate profile, preparation of a research report, planning,
developing, designing, organizing, writing and distributing such communications
and information.

     b. SRI shall assist in establishing, and advise COMPANY with respect to:
interviews of COMPANY officers by the financial media; interviews of COMPANY
officers by analysts, market makers, broker-dealers, and other members of the
financial community.

     c. SRI shall seek to make COMPANY, its management, its products and its
financial situation and prospects, known to the financial media, financial
publications, broker-dealers, mutual funds, institutional investors, market
makers, analysts, investment advisors, and other members of the financial
community as well as the public generally.

8. Term of Agreement
This agreement shall become effective upon execution hereof and shall continue
thereafter and remain in effect for period of one (1) year. It is expressly
acknowledged and agreed by and between the parties hereto that SRI shall not be
obligated to provide any services and/or perform any work related to this
Consulting Agreement until such time any agreed and/or specified retainer
(deposit, initial fee, down-payment) in US funds, and/or other specified and/or
agreed valuable consideration, has been received by SRI.

9. Where Services Hall Be Performed
SRI services shall be performed at the main office location of SRI or other such
designated location(s) as SRI and COMPANY agrees are the most advantageous for
the work to be performed.

10. Limitations On Services
The parties hereto recognize that certain responsibilities and obligations are
imposed by federal and state securities laws and by the applicable rules and
regulations of stock exchanges, the National Association of Securities Dealers,
in-house "due diligence" or "compliance" departments of brokerage houses, etc.
Accordingly, SRI agrees as follows:

     a. SRI shall NOT release any financial or other information of data about
COMPANY without the consent and approval of COMPANY.

     b. SRI shall not conduct any meetings with financial analysts without
informing COMPANY in advance of any proposed meeting, the formal or agenda or
such meeting and COMPANY may elect to have a representative of COMPANY attend
such meeting.

     c. SRI shall NOT release any information or data about COMPANY to any
selected or limited person(s) entity or group if SRI is aware that such
information or data has not been generally released to promulgated and COMPANY
requests in writing that said information or data is not to be so released or
promulgated.

     d. After notice by COMPANY of filing for a proposed public offering of
securities of COMPANY, and during any period of restriction on publicity, SRI
shall nor engage in any public relations efforts not in the normal course
without approval of counsel of COMPANY and of counsel for the underwriter(s), if
any.

11. Duties Of Company

     a. COMPANY shall supply sRi, on a regular and timely basis with all
approved data and information about COMPANY, its management, its product, and
its operations and COMPANY shall be responsible for advising SRI of any facts
which would affect the accuracy of any prior data and information previously
supplied to SRI so that SRI may take corrective action.

     b. COMPANY shall promptly supply SRI; with full and complete copies of all
filings with all federal and state securities agencies, with full and complete
copies of all shareholder reports and communications whether or not prepared
with the assistance of SRI; with all data and information and with all
product/services brochures, sales materials, etc. COMPANY shall supply to SRI,
within 15 days of execution of this Consulting Agreement, with a list of all
stockbrokers and market makers active in the stock of COMPANY,, and a complete
list of all shareholders.

COMPANY Initial ________                                      SRI Initial ______



<PAGE>


     c. SRI reports are not intended to be used in the offering of securities.
Accordingly, clients must agree to each of the points listed below and to
indemnify SRI for any breach of these representations and covenants.

          i. COMPANY will notify SRI in writing prior to making any private or
     public offering of securities, including but not limited to any S-8 filing
     or Regulation S.

          ii. COMPANY will notify SRI prior to any insider selling of COMPANY's
     stock to which COMPANY is aware.

          iii. COMPANY will not use SRI reports in connection with any offering
     of securities without the prior written consent of SRI.

          iv. COMPANY will not cause to be effected any split of the COMPANY's
     stock during the term of this AGREEMENT without providing prior written
     notification to SRI.

     d. in that SRI relies on information provided by COMPANY for a substantial
part of its preparations and reports. COMPANY must represent that said
information is neither false nor misleading, and agrees to hold harmless and
indemnify SRI for any breach of these representations and covenants, and COMPANY
agrees to hold harmless and indemnify SRI for any claims relating to the
purchase and/or sale of COMPANY securities occurring out of, or in connection
with, SRI's relationship with COMPANY, including, without limitation reasonable
attorney's fees and other costs arising out of any such claims.

     c. In that SRI shareholders, officers, employees, and/or members of their
families may hold a position in and engage in transactions with respect to
COMPANY securities, and in light of the fact that SRI imposes restrictions on
such transactions to guard against trading on the basis of material nonpublic
information COMPANY shall contemporaneously notify SRI if any information or
data being supplied to SRI has not been generally released or promulgated.

12. Representation And Indemnification Of Company

     a. COMPANY shall be deemed to make a continuing representation of the
accuracy of any and all material facts, materials, information, and data which
it supplies to SRI and the COMPANY acknowledges its awareness that Sri will rely
on such continuing representation in disseminating such information and
otherwise performing its investor relations functions.

     b. SRI, in the absence of notice in writing from COMPANY, will rely on the
continuing accuracy of materials, information, and data supplied by COMPANY.

     c. COMPANY hereby agrees to hold harmless and indemnify SRI against any
claims, demands, suits, loss, damages, etc., arising out of SRI's reliance upon
the instant accuracy and continuing accuracy of such facts, materials
information, and data, unless SRI has been negligent in performing in its duties
and obligations hereunder.

     d. COMPANY hereby authorizes Sri to issue upon COMPANY approval,
corrective, amendatory, supplemental, or explanatory press release, shareholders
communications and reports, or data supplied to analysis, broker-dealers, market
makers, or other members of the financial community.

     e. COMPANY shall cooperate fully and timely with Sri to enable Sri to
perform its duties and obligations under this Consulting Agreement.

     f. The execution and performance of this Consulting Agreement by COMPANY
has been duly authorized by the Board of Directors of COMPANY in accordance with
applicable law, and, to the extent required; by the requisite number of
shareholders of COMPANY.

     g. The performance by COMPANY of this Consulting Agreement will not violate
any applicable court decree or order, law or regulation, nor will it violate an
provision of the organizational documents and/or by laws of COMPANY or any
contractual obligation by which COMPANY may be bound.

     h. COMPANY activities pursuant to this Consulting Agreement or as
contemplated by this Consulting Agreement do not constitute and shall not
constitute acting as a securities broker or dealer under federal or sate
securities laws; any contact between COMPANY and a potential investor in COMPANY
shall be such that COMPANY would be acting merely as a finder or consulting with
respect to such prospective investor obligations under this agreement.

COMPANY Initial ________                                      SRI Initial ______



<PAGE>


     i. COMPANY shall be promptly deliver to SRI a complete due diligence
package to include latest 10K, latest 10Q, last 60 months of press releases and
all other relevant materials, including but not limited to corporate reports,
brochures, etc.

     j. COMPANY shall act diligently and promptly in reviewing materials
submitted to it by Sri to enhance timely distribution of the materials and shall
inform SRI of any in accuracy's contained therein within a reasonable time prior
to the projected or known publication date.

13. Representation And Indemnification of SRI

     a. The execution and performance of this Consulting Agreement by SRI has
been duly authorized by the Board of Directors of SRI in accordance with
applicable law, and, to the extent required, by the requisite member of
shareholders of SRI.

     b. The performance by SRI of this Consulting Agreement will not violate any
applicable court decree or order, law or regulation, nor will it violate and
provision of the organizational documents and/or bylaws of SRI or any
contractual obligation by which SRI may be bound

     c. SRI's activities pursuant to this Consulting Agreement or as
contemplated by this Consulting Agreement do not constitute and shall not
constitute acting as a securities broker or dealer under federal or state
securities laws, any contact between Sri and a potential investor in COMPANY
shall be such that Sri would be acting merely as a finder or consulting with
respect to such prospective investor.

14. Compensation

     a. Compensation payable to SRI for all general investor relations services
and other services hereunder, including but not limited to acquisition and
merger services, shall be paid by COMPANY to SRI by the means and in the manner
or manners as described below:

          i. COMPANY shall issue to SRI 100,000 shares (one hundred thousand)
     fully paid and free trading shares of COMPANY stock.

          ii. COMPANY shall also grant to SRI 100,000 (one hundred thousand)
     shares of registered 144 stock fully paid and registered.

               1. Upon completion of a $250,000,000 US dollar financing COMPANY
          shall issue to SRI an additional 100,000 shares (one hundred thousand)
          fully paid and free trading shares of COMPANY common stock.

               2. Upon completion of an additional $250,000,000 US dollar
          financing COMPANy shall issue an additional 100,000 (one hundred
          thousand) shares of COMPANY registered 144 stock fully paid and
          registered.

     b. For all special services, not within the scope of this Consulting
Agreement, COMPANY shall pay to SRI such fee(s) as, and when, the parties shall
determine in advance of performance of said special services, provided COMPANY
has agreed in writing to said specials services.

15. Billing and  Payment
Monthly fees or payments shall be due and payable without billing. Billing and
payments for special services shall be as agreed on a case by case basis.
COMPANY acknowledges and agrees that deposits, initial payments, down payments,
partial payments, payments for special services, monthly fees or monthly
payments shall by wire to SRI's bank account upon execution of any agreement or
agreements, or; upon payment due date in the case of monthly fees or monthly
payments, or; in the case of special services by the first day of the preceding
month that work is scheduled to be performed, unless expressly provided
otherwise in writing, and that if such funds are not received by SRI by said
date COMPANY shall pay to SRI additional operations charge equal to 1% for each
day said funds are not received.


COMPANY Initial ________                                      SRI Initial ______



<PAGE>


16. SRI as an Independent Contractor
SRI shall provide said services as an independent contractor, and not as an
employee of COMPANY or any affiliate of COMPANY to any legal action, contract,
agreement, or purchase, and such action can not be construed to be made in good
faith or with the acceptance of COMPANY; thereby becoming the sole
responsibility of SRI. SRI is not entitled to any medical coverage, life
insurance, savings plans, health insurance, or any and all other benefits
afforded COMPANY employees. SRI shall be solely responsible for any Federal,
State, or Local Taxes, and should COMPANY for any reason be required to pay
taxes at a later date, SRI shall reassure such payment is made by SRI, and not
by COMPANY. SRI shall be responsible for all workers compensation payments and
herein holds COMPANY harmless for any and all such payments and responsibilities
related hereto.

17. SRI Not To Engage In Conflicting Activities
During the term of this agreement SRI shall not engage in any activities that
directly conflicts with the interests of COMPANY, COMPANY hereby acknowledges
notification by SRI and understands that SRI does,, and shall, represent and
service other and multiple clients in the same manner as it does COMPANY, and
that COMPANy is not as exclusive client of SRI.

18. Trade Secrets and Inventions
SRI shall treat as proprietary any and all information belonging to COMPANY, its
affiliates, or any third parties, disclosed on SRI to the course of the
performance of SRI services. SRI assigns and agrees to assign to COMPANY or its
nominee all rights in invention and other proprietary information to conceived
by SRI during the term of this agreement with respect to any work performed
under said agreement.

19. Inside Information -- Securities Violations
In the course of the performance of this agreement it is expected that specific
sensitive information concerning the operations of COMPANY's business, and/or
affiliate companies shall come to the attention and knowledge of SRI. In such
event SRI will not divulge, discuss, or otherwise reveal such information to any
third parties.

20. Disclosure
SRI is required to disclose any outside activities or interest, including
ownership or participation in the development of prior inventions, that conflict
or may conflict with the best interest of COMPANY. It is mutually understood
that prompt disclosure is required under this paragraph if the activity or
interest is related, directly or indirectly, to any activity that SRI may be
involved with on behalf of COMPANY.

21. Warranty Against Contemplation of Agreement Related Corrupt Practices
SRI represents and warrants that all payments and other valuable considerations
paid or to be paid under this agreement constitutes compensation and the use of
those payments and valuable considerations are nonpolitical in nature, and that
said payments and valuable considerations do not influence, sway or bribe any
government or municipal party, either domestic or foreign, in any way.

22. Amendments
This agreement may be modified and amended, provided such modifications or
amendments are made in writing and signed by both parties.

23. Severability
If any provision of this agreement shall be held to be contrary to law, invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. if a court finds that any provision of this agreement is
contrary to law, invalid or unenforceable, and that by limiting such provision

COMPANY Initial ________                                      SRI Initial ______


<PAGE>


it would become valid and enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.

24. Termination of Agreement
This Consulting Agreement may not be terminated by either party prior to the
expiration of the term provided in Paragraph 8 above except as follows:

     a.   Upon the bankruptcy or liquidate of the other party; whether voluntary
          or involuntary;

     b.   Upon the other party taking the benefit of any insolvency law" and/or

     c.   Upon the other party having or applying for a receiver appointed for
          either party.

     d.   As provided for in Paragraph 28 below.

25. Attorney Fees
In the event either party is in default of the terms or conditions of this
Consulting Agreement and legal action is initiated or suit be entered as a
result of such default, the prevailing party shall be entitled to recover all
costs incurred as a result of such default including all costs, reasonable
attorney fees, expenses and court costs through trial, appeal and to final
disposition.

26. Return of Records
Upon termination of this agreement, SRI shall deliver all records, notes, data,
memorandum, models and equipment of any nature that are in the control of SRI
that are the property of or relate to the business of COMPANY.

27. Non-waiver
The failure of either party, at any time, to require any such performance by any
other party shall not be constructed as a waiver of such right to require such
performance, and shall in no way affect such party's right to require such
performance and shall in no way affect such party's right subsequently to
require full performance hereunder.

28. Disclaimer by SRI
SRI shall be the preparer of certain promotional materials and; SRI makes no
representation to COMPANY or others that; (a) its efforts or services will
result in any enhancement to COMPANY (b) the price of COMPANY's publicly traded
securities will increase (c) any person will purchase COMPANY's securities or
(d) any investor will lend money to and/or or invest in or with COMPANY.

29. Early Termination
In the event COMPANY fails or refuses to cooperate with SRI or falls or refuses
to make timely payment of the compensation set forth above, SRI shall have the
right to terminate any further performance under this agreement provided SRI has
notified COMPANY in writing at their offices of such intent and has given
COMPANY reasonable time to provide a remedy. In such event, and upon
notification thereof, all compensation shall become immediately due and payable
and/or to deliverable, and SRI shall be entitled to receive and retain the same
as liquidated damages and not as a penalty, in lieu of all other remedies the
parties hereby acknowledge and agree that it would be too difficult currently to
determine the exact extent of SRI's damages, but that the receipt and retention
of such compensation is a reasonable present estimate of such damage.

30. Limitation of SRI Liability
In the event SRI fails to perform its work or services hereunder, its entire
liability to COMPANy shall not exceed the lessor of; (a) the amount of cash
compensation SRI has received from COMPANY under Paragraph 13 above or (b), the
actual damage to COMPANY as result of such non-performance. In no event

COMPANY Initial ________                                      SRI Initial ______


<PAGE>


shall SRI be liable to COMPANY for any indirect , special or consequential
damages, nor for any claim against COMPANY by any person or entity arising from
or in any way related to this agreement.

31. Ownership of Materials
All right, title and interest in and to materials to be produced by SRI in
connection with this Consultant Agreement and other services to be referred
under said agreement shall be and remain the sole and exclusive property of SRI,
except in the event COMPANY performs fully and timely its obligations hereunder,
COMPANY shall be entitled to receive upon written request, one (1) copy of all
such materials.

32. Agreement Not to Hire
COMPANY understands and appreciated that SRI investment a tremendous amount of
time, energy and expertise in the training of its employees and education of its
sub contractors to be able to provide the very services COMPANY desires. COMPANY
further understands that in the event an employee or sub contractor of SRI is
entitled to leave, then SRI shall be damaged in an amount the parties are
incapable of calculating at the present time. Therefore, COMPANY agrees not to
offer employment or sub contractor status to any employee or sub contractor of
SRI, nor to allow any employee, officer, director, shareholder or consultant of
COMPANY to offer such employment or sub contractor status with COMPANY or any
other company, concern, venture or entity with whom officers, directors or
consultants of COMPANY are employed, associated or hold a financial stake in for
a period of three (3) years from the date of expiration or termination hereof.
Further, in the event an employee or sub contractor of SRI leaves the employ of
or dissolves or breaks association with SRI and subsequently establishes
employment for an association of any kind with another investor relations or
other type of competing firm of SRI, COMPANY agrees not to do business with such
other investor relations or competing firm of SRI for a period of three (3)
years from the date of expiration or termination hereof.

33. Miscellaneous
     a. Effective date of representations shall be not later than the date of
execution by the parties of this Consulting Agreement.

     b. Currency: In all instances, references to dollars shall be deemed to be
United States Dollars.

     c. Stock: In all instances, references to stock shall be deemed to be
unrestricted and free trading.

34. Notices
All notices hereunder shall be in writing and addressed to the party at the
address herein set forth, or at such other address which notice pursuant to this
section may be given, and shall be given by either personal delivery, certified
mail, express mail or other national overnight courier service Notices shall be
deemed given upon the earlier of actual receipt or three (3) business days after
being mailed by and sent by the attorneys for the parties giving such notice,
and in connection therewith the parties and their respective counsel agree that
in giving each notice such counsel may communicate directly in writing with such
parties to the extent necessary to give such notice. Any notice required or
permitted by this agreement to be given shall be given to the respective parties
at the address first written above, on page one (1) of this consulting
agreement.

35. Parent and Subsidiary Companies or Entities
This Consulting Agreement applies to all parent or subsidiary companies or
entities of COMPANY.


36. Exclusion With Respect to Partnership
The parties agree that, in no way, shall this Consulting Agreement be construed
as being an act of partnership between the parties hereto and that no party
hereto shall have, as a result of the execution of this Consulting Agreement,
any liability for the commitments of any other party of any type, kind or sort.

COMPANY Initial ________                                      SRI Initial ______



<PAGE>



37. Reasonable Expense Reimbursement
In the course of SRI providing services as necessary hereunder, on the behalf of
or for COMPANY during the term of this Consulting Agreement, COMPANY shall pay
to, or reimburse, SRI for any expenses incurred by SRI that re not specifically
described elsewhere herein, provided that COMPANY has been notified in advance
by SRI of the nature and of the cost of any such required expense and the amount
of compensation and/or reimbursement related thereto. Expenses shall be deemed
to include, but not limited to, all costs related to the dissemination of press
releases, overnight delivery services, compensation to third party vendors,
transportation expenses, hotel expenses, airline fares, taxi fares, toll road
fees, reasonable food expenses and reasonable gratuities related thereto.
COMPANY shall have the right to book airline reservations, hotels, etc. itself
on behalf of Sri within five (5) days upon notice for the requirement thereof
from SRI.

38. Time Is Of The Essence
Time is hereby expressly made of the essence of this Consulting Agreement with
respect to the performance by the parties of their respective obligations
hereunder.

39. Enurement
This Consulting Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors, assigns and any addenda's attached hereto.

40. Entire Agreement
This Consulting Agreement contains the entire agreement of the parties and may
be modified or amended only by agreement in writing, signed by the party against
whom enforcement of any waiver, change, amendment, modification, extension or
discharge is south. It is declared by both parties that there are no oral or
other agreements or understanding between affecting this Consulting Agreement,
or relating to the business of SRI. This Agreement supersedes all previous
agreements between SRI and COMPANY.

41. Applicable Law
This Agreement is executed pursuant to and shall be interpreted and governed for
all purposes by the laws of the Sate of Florida for which the Courts in
Hillsborough County, Florida shall have jurisdiction. If any provision of this
Consulting Agreement is declared void, such provisions shall be deemed severed
from this agreement, which shall otherwise remain in full force and effect.

42. Acceptance by SRI
This Consulting Agreement is not valid or binding upon SRI unless and until
executed by its President or other duly authorized executive officer of SRI at
its home office in Tampa, Florida.

43. Execution In Counterparts Telecopy-Fax
This Consulting Agreement may be executed in counterparts, not withstanding the
date or dates upon which this Consulting Agreement is executed and delivered by
any of the parties and shall be deemed to be an original and all of which will
constitute one and the same agreement, effective as of the reference date first
written above. The fully executed telecopy (fax) version of this consulting
Agreement shall be construed by all parties hereto as an original version of
said Consulting Agreement.


44. Disclaimer
SRI is in the business of investor/public relations and either related business,
as previously stated above, and in no way proclaimers to be an investment
advisor and/or stock or securities broker. SRI is not licensed as

COMPANY Initial ________                                      SRI Initial ______


<PAGE>


a stock or securities broker and is not in the business of selling such stocks
or securities or advising as to the investment viability or worth of such stocks
or securities.

     IN WITNESS WHEREOF, the parties hereto have set their hands in execution of
this agreement,

For and in behalf of, COMPANY:               For and in behalf of, SRI:




By: /s/ Lance White                          By:
   --------------------------------             --------------------------------
    Lance White                                 Daniel J. Oreskovich, President

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


COMPANY Initial ________                                      SRI Initial ______





EXHIBIT 10.8


                                    AGREEMENT

                           J. POLLACK & COMPANY, INC.

                                       And

                           ALLIANCE TROPHY CLUB, INC.



THIS AGREEMENT, is entered into this 17th day of February, 1999, by and between
Alliance Trophy Club, Inc. and J. Pollack & Company, Inc., 703 South 11th
Street, Lantana Florida, 33462, 561-585-4485 (hereinafter referred to as
"Representative").

AS AGREED, upon the receipt of the initial compensation of 75,000 shares of
free-trading stock (symbol: ALLT) provided by Alliance Trophy Club, Inc. and
based on a 6 month contracting period, the Representative agrees to provide the
following services:

1.   Assist in Generating Press Releases

2.   Develop Market Awareness through Direct Communication with the Brokerage
     Houses, Fund Managers, Analysts, Public and Private Investors

3.   Develop an Interactive Web site for Company Profile, Current Press
     Releases, Stock Prices and Company Filings

4.   Lead Generation Programs (Deck Drops, Internet Blasts, etc.)

5.   Review and Discuss Investment Banking and Investor Relation Issues


IN WITNESS WHEREOF, the parties have duly set their hands to this Agreement,
effective on this date stated above.


J. POLLACK & COMPANY, INC.                   ALLIANCE TROPHY CLUB, INC.



- ----------------------------                 -------------------------------
Jason S. Pollack, President                  Lance White, President





EXHIBIT 10.9


                                    AGREEMENT

                           J. POLLACK & COMPANY, INC.

                                       And

                           ALLIANCE TROPHY CLUB, INC.



THIS AGREEMENT, is entered into this 31st day of March, 1999, by and between
Alliance Trophy Club, Inc. and J. Pollack & Company, Inc., Jason S. Pollack, 703
South 11th Street, Lantana Florida, 33462, 561-585-4485 (hereinafter referred to
as "Representative").

AS AGREED, Alliance Trophy Club, Inc. will extend the contract of J. Pollack &
Company, Inc. from 6 months to 12 months effective immediately. In doing so,
Alliance Trophy Club, Inc. will issue an additional compensation of 70,000
shares of free-trading stock (symbol: ALLT). The Representative agrees to
provide the following services:

1.   Assist in Generating Press Releases

2.   Develop Market Awareness through Direct Communication with the Brokerage
     Houses, Fund Managers, Analysts, Public and Private Investors

3.   Develop an Interactive Web site for Company Profile, Current Press
     Releases, Stock Prices and Company Filings

4.   Lead Generation Programs (Deck Drops, Internet Blasts, etc.)

5.   Review and Discuss Investment Banking and Investor Relation Issues


IN WITNESS WHEREOF, the parties have duly set their hands to this Agreement,
effective on this date stated above.


J. POLLACK & COMPANY, INC.                   ALLIANCE TROPHY CLUB, INC.



- ----------------------------                 -------------------------------
Jason S. Pollack, President                  Lance White, President





EXHIBIT 10.10


                                    Amendment


Amendment, dated as of the 6th day of July, 1999 to the Consulting Agreement
dated February 17, 1999, by and between Alliance Trophy Club, Inc. and J.
Pollack & Company, Inc., 703 South 11th Street, Lantana Florida, 33462,
561-585-4485 (hereinafter referred to as "Representative").

Alliance Trophy Club, Inc. agrees to extend the Consulting Agreement dated
February 17th, 1999 from 6 months ending August 17th, 1999, to 12 months, which
will end February 17th 2000. In doing so, Alliance Trophy Club, Inc. agrees to
additionally compensate J. Pollack & Company, Inc. by issuing 100,000 shares of
free-trading stock (symbol: ALLT) upon completion of this amendment. Alliance
acknowledges that the Representative has provided the following services during
such period:

1.   Assist in Generating Press Releases

2.   Develop Market Awareness through Direct Communication with the Brokerage
     Houses, Fund Managers, Analysts, Public and Private Investors

3.   Develop an Interactive Web site for Company Profile, Current Press
     Releases, Stock Prices and Company Filings

4.   Lead Generation Programs (Deck Drops, Internet Blasts, etc.)

5.   Review and Discuss Investment Banking and Investor Relation Issues


IN WITNESS WHEREOF, the parties have duly set their hands to this Agreement,
effective on the date stated above.


J. POLLACK & COMPANY, INC.                   ALLIANCE TROPHY CLUB, INC.



- ----------------------------                 -------------------------------
Jason S. Pollack, President                  Lance White, President






                            EXHIBIT 21 - SUBSIDIARIES


     1. Castle Custom Homes, Inc., a Texas corporation, d/b/a White Castle
Custom Homes.





<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary information extracted from Alliance Trophy Club,
Inc. financial statements for the quarter ended March 31, 1999 and is qualified
in its entirety by reference to such financial statements
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                     3-MOS
<FISCAL-YEAR-END>                     DEC-31-1999
<PERIOD-START>                        JAN-01-1999
<PERIOD-END>                          MAR-31-1999
<CASH>                                    84,892
<SECURITIES>                                   0
<RECEIVABLES>                                  0
<ALLOWANCES>                                   0
<INVENTORY>                            2,429,359
<CURRENT-ASSETS>                       2,514,251
<PP&E>                                   421,419
<DEPRECIATION>                           (19,248)
<TOTAL-ASSETS>                         2,916,422
<CURRENT-LIABILITIES>                  2,244,243
<BONDS>                                        0
                          0
                                    0
<COMMON>                                 558,760
<OTHER-SE>                               113,419
<TOTAL-LIABILITY-AND-EQUITY>           2,916,422
<SALES>                                  916,270
<TOTAL-REVENUES>                         919,572
<CGS>                                    835,147
<TOTAL-COSTS>                            908,256
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                           11,316
<INCOME-TAX>                              (1,697)
<INCOME-CONTINUING>                        9,619
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                               9,619
<EPS-BASIC>                                 .003
<EPS-DILUTED>                               .003



</TABLE>


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