VALLE VISTA REDRESS PROGRAM

   INSTRUCTIONS: The attached Application for Reimbursable Costs must be
   completely filled out. Please type or print legibly. All required
   documents must be submitted with this application. Failure to submit a
   complete application will delay its processing. The completed
   application must be sent to: Mohave County Attorney, Valle Vista
   Redress Program, P.O. Box 7000, Kingman, Arizona 86402-7000. This
   application will be used as the sole basis for determining the
   eligibility of Valle Vista lot owners to participate in the redress
   program established by the Federal Trade Commission and administered
   by the Mohave County Attorney. The Valle Vista Property Owners
   Association and any entity owned or controlled by the Valley Vista
   Property Owners Association are not eligible to participate in this
   redress program. No applications will be accepted after
   _________________ (one year from the effective date of the Amended
   MOU).

   REIMBURSABLE COSTS: A Valle Vista lot owner may apply for payment to
   Mohave Electric Cooperative of an amount not to exceed $8,000 per lot
   to offset "reimbursable costs" of electric utility installation by
   Mohave Electric Cooperative to their lots. An eligible lot owner may
   receive funds from the Utility Account for the installation of
   electric utilities to a maximum of three (3) lots over the duration of
   this redress program since its start in 1997. A separate Application
   for Reimbursable Costs must be submitted for each lot. Under this
   redress program, the "reimbursable costs" of electric utility
   installation for which an eligible Valle Vista lot owner may seek
   payment shall include the cost of extending electric power lines to
   the lot and the cost of installing a transformer and/or secondary box
   on the lot, but shall exclude the cost of the conduit, trenching,
   backfilling, electric wiring from the transformer or secondary box to
   the residence's electric meter, and electric wiring within the
   residence. "Reimbursable costs" shall not include any costs paid or
   incurred by the Valle Vista lot owner prior to August 20, 1997.

   NOTIFICATION: After the completed application has been submitted, the
   Mohave County Attorney will review the application and notify the
   applicant as to whether the application has been denied or approved.
   If the application has been denied, the Mohave County Attorney will
   inform the applicant of the reasons for such non-approval. If the
   application has been approved, the Mohave County Attorney will inform
   the applicant of the amount of funds that shall be paid to Mohave
   Electric Cooperative from the Utility Account.

   PAYMENT: After approval of the application by the Mohave County
   Attorney, the applicant must submit a copy of the signed "actual cost
   contract" with Mohave Electric Cooperative. Upon receipt of the actual

                        VALLE VISTA REDRESS PROGRAM
                     APPLICATION FOR ADDITIONAL PAYMENT

   INSTRUCTIONS: All reported information must be legible (print/type)
   and complete. The completed application, along with a copy of Mohave
   Electric Cooperative's "adjustment to actual costs," must be sent to:
   Mohave County Attorney, Valle Vista Redress Program, P.O. Box 7000,
   Kingman, Arizona 86402-7000.

   This application is to be used when Mohave Electric Cooperative issues
   an "adjustment to actual cost" and advises the lot owner that a
   further payment is due because the actual cost of electric utility
   installation is greater than the estimate set forth in the "actual
   cost contract." If the Mohave County Attorney confirms that the
   initial payment to Mohave Electric Cooperative from the Utility
   Account on behalf of the lot owner was less than $8,000, the Mohave
   County Attorney will authorize a second transfer of monies from the
   Utility Account to Mohave Electric Cooperative, provided however, that
   the total payments from the Utility Account for the specified lot may
   not exceed $8,000 or total reimbursable costs, whichever is less.
     _________________________________________________________________

   Date of Application for Additional Payment:
   ____________________________

   Valle Vista Lot Description: Lot No. ______ Parcel: _______________
   Unit:________

   Date of Application for Reimbursable Costs: _______________________

   Name of lot owner(s):
   _____________________________________________________

   _____________________________________________________

   Current address:
   __________________________________________________________

   __________________________________________________________

   Telephone Numbers: Home: ___________________ Work:
   _____________________

   Fax: _______________ Cellular Phone: ____________________

   IMPORTANT: Attach copy of "adjustment to actual cost" to this
   application.

                    IN THE UNITED STATES DISTRICT COURT
                        FOR THE DISTRICT OF ARIZONA

                    UNITED STATES OF AMERICA, Plaintiff,
                                     v.
            SUNBELT CONSTRUCTION CO., a corporation, Defendant.

                              Civil Action No.

                              CONSENT DECREE

   WHEREAS: Plaintiff, the United States of America, has commenced this
   action by filing the Complaint herein; defendant has waived service of
   the Summons and Complaint; the parties have been represented by the
   attorneys whose names appear hereafter; and the parties have agreed to
   settlement of this action upon the following terms and conditions,
   without adjudication of any issue of fact or law and without defendant
   admitting liability for any of the matters alleged in the Complaint;

   THEREFORE, on the joint motion of plaintiff and defendant, it is
   hereby ORDERED, ADJUDGED, and DECREED as follows:

   1. This Court has jurisdiction of the subject matter and of the
   parties.

   2. The Complaint states a claim upon which relief may be granted
   against the defendant under Sections 5(l), 9, 13(b) and 16(a) of the
   Federal Trade Commission Act, 15 U.S.C. §§ 45(l), 49, 53(b) and 56(a).

                    CONSUMER REDRESS AND CIVIL PENALTIES

   3. No later than three (3) days after the date of entry of this
   Consent Decree, defendant Sunbelt Construction Company shall:

          A. Transfer all of its ownership interests in all bank accounts
          or accounts held by any financial entity, including but not
          limited to First Interstate Bank of Arizona Account Numbers
          136017125 and 13621416, to the Federal Trade Commission and
          deposit these funds into an escrow account established and
          administered by the Federal Trade Commission, or its agent; and

          B. Transfer all of its ownership interests in any other assets
          or property, including but not limited to the assets and
          property listed in Appendix A, to the Federal Trade Commission.

   4. The Federal Trade Commission, or its agent, shall, to the extent
   practicable, liquidate all assets and property transferred by
   defendant and shall deposit the proceeds into the escrow account. Any

                        MEMORANDUM OF UNDERSTANDING
                   BETWEEN THE MOHAVE COUNTY ATTORNEY AND
                        THE FEDERAL TRADE COMMISSION
                    ___________________________________

   I. Purpose

   The purpose of this Memorandum of Understanding ("MOU") between the
   Mohave County Attorney and the Federal Trade Commission is to
   establish the terms and conditions of a redress program established
   pursuant to a Consent Decree against Sunbelt Construction Co., United
   States v. Sunbelt Construction Co., CV 94-0339 PHX EHC (D. AZ, Feb.
   14, 1994). A copy of the Consent Decree is attached hereto.

   II. Authority

   On February 14, 1994, a Consent Decree against Sunbelt Construction
   Co. became final, United States v. Sunbelt Construction Co., CV
   94-0339 PHX EHC (D. AZ, Feb. 14, 1994). Pursuant to Paragraph 4 of the
   Consent Decree, the Federal Trade Commission (hereinafter referred to
   as the "Commission" or "FTC") has liquidated most of the assets and
   property transferred to the Commission by Sunbelt Construction Co. and
   has deposited the proceeds into an escrow account managed by Gilardi &
   Co.: FTC v. Sunbelt Construction Co. Account No. 337-09555.

   Pursuant to Paragraphs 5 and 6 of the Consent Decree, the Commission
   is establishing a redress fund that will be used to offset some or all
   of the electric utility installation costs for eligible Valle Vista
   lot owners.

   III. Redress Program

   1. Notice to lot owners: Within sixty (60) days after the effective
   date of this MOU, the Commission or its staff will provide written
   notice to Valle Vista lot owners of the redress program, along with an
   explanation of the eligibility requirements.

   2. Transfer of funds: Within sixty (60) days after the effective date
   of this MOU, the Commission or its staff will direct Gilardi & Co. to
   transfer all funds in the FTC v. Sunbelt Construction Co. Account No.
   337-09555, to an interest bearing account maintained by the Mohave
   County Attorney (hereinafter referred to as the "Utility Account").
   The Utility Account will be administered through the Mohave County
   Department of Finance and will be subject to periodic County and State
   audits. The Commission or its staff will transfer to the Utility
   Account any additional monies it may obtain as a result of further
   liquidation of outstanding Sunbelt assets.