FIRST AMENDMENT TO
                               PURCHASE AGREEMENT


        THIS FIRST AMENDMENT TO PURCHASE AND SALE OF REAL PROPERTY AND ESCROW
INSTRUCTIONS AGREEMENT ("First Amendment") is dated to be effective the 29th
day of September 2003, by and between American Care Group, Inc. a Nevada
corporation ("Seller"), and Centex Homes dba Real Homes, a Nevada general
partnership ("Buyer").


                                    RECITALS

         A. Centex Homes dba Real Homes, a Nevada general partnership ("Buyer")
entered into a Purchase and Sale of Real Property and Escrow Instructions with
American Care Group, Inc. ("Seller") dated September 5, 2003 (the "Contractor").

         B. Buyer and Seller desire to now amend the Contract to clarify that
the Closing Date shall occur on January 15, 2004 as opposed to the possibly
earlier date described as "(10) days after Tentative Map approval," as set forth
below.

         NOW, THEREFORE, as and in consideration of the Contract and for other
good and valuable communication, the receipt and sufficiency of which are hereby
acknowlegded, Buyer and Seller hereby agree as follows:


                                   AGREEMENT

         1.     Amendments. The Contract is hereby amended as follows:

           1.1 Close of Escrow. Paragraph 2.3.1 of the Contract is deleted in
its entirety and replaced with the following:


                        "2.3.1 Closing Date.   Except as otherwise provided
herein, the Close of Escrow shall occur on January 15, 2004 or such other date
as the parties may agree upon in writing (the "Closing Date"). Buyer is required
to prepare a proposed Tentative Map and deliver it for Seller's to use in
commercially resonable efforts in order to have the Tentative Map approved on
or before December 11, 2003. In the event Buyer is unable to obtain fund
approval of the Tentative Map on or before 5:00p.m., Las Vegas Time, on
December 31, 2003 (the "Approved Deadline"), despite its commericially
resonable efforts to do so, Buyer shall have the right to terminate the
Agreement by delivering written notice to Seller and Escrow Holder prior to
the Approval Deadline. Failure of Buyer to deliver notice of termination shall
be deemed a waiver of the Tentative Map approval. If Buyer [illegible] delivers
its written termination notice to Seller and Escrow Holder prior to the
Approval Deadline due to Seller's inability to obtain the Tentative Map
approval, despite Seller's commercially resonable efforts to do so, then (a)
the Deposit and all interest accrued thereon shall be returned to the Buyer,
(b)this Agreement and the Escrow shall terminate. and (c) the parties shall have
no further obligation to one another with respect to this Agreement, except as
otherwise expressly provided herein in Section 3.4.1 and 7 Buyer may, in its
style and absolute discretion by delivery of written notice to Seller and
Escrow Holder, elect to waive any or all of such conditions precedent and
proceed with the Classs of Escrow prior to the occurence of the condition(s) so
waived. Written notice from Buyer waiving the Tentative Map contingency must be
received by no later than ten (10) days prior to the Closing."




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         2.     Capitalized Terms. All capitalized items not otherwise defined
in this First Amendment shall have the meanings given in the Contract.

         3.     Effect. Except otherwise set forth in this First Amendment, all
other terms and condition of the Contract shall remain in full force and effect
as originally set forth.

         4.     Counterparts. This First Amendment may be executed in
counterparts, all of which when taken together shall be one and the same
document.



                SELLER                      AMERICAN CARE GROUP

                                            By: Ronald J. Tassinari
                                                /s/ Ronald J. Tassinari

                                            Its: CEO and President, American
                                                 Vantage Companies

                                            Dated: October 23, 2003

                BUYER:                      CENTREX HOMES, a Nevada general
                                            partnership, doing business as
                                            Real Homes


                                By:         CENTREX REAL ESTATE CORPORATION,
                                            a Nevada corporation Managing
                                            General Partner

                                            By: /s/ Brad Burns
                                                ------------------------
                                                Brad Burns, Division President

                                            Dated: September 29, 2003



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