Sample Business Contracts


Nevada-Sparks-55 East Nugget Avenue Purchase Agreement [Best Western McCarran Inn] - Ki Hong Kim, Hoo Hyung Kim and Zions Management and Development

Management Forms


                               Marcus & Millichap

                               PURCHASE AGREEMENT


THIS  DOCUMENT IS MORE THAN A RECEIPT FOR MONEY.  IT IS INTENDED TO BE A LEGALLY
BINDING AGREEMENT. READY IT CAREFULLY.

Marcus & Millichap Real Estate Investment Brokerage Company ("Agent"),  as agent
for Ki Hong Kim and Hoo Hyung Kim ("Seller") has received from Zions  Management
and Development  ("Buyer") the sum of Fifty Thousand Dollars ($50,000.00) in the
form of a check which has been  deposited  with First  American  Title  Company,
Reno, NV, Escrow $196,388-TD. This sum is a deposit ("Deposit") to be applied to
the  purchase  price  of  that  certain  real  property   (referred  to  as  the
("Property")  located in the City of Sparks,  County of Washoo, State of Nevada,
and more particularly described as follows:

Best  Western  McCarran  Inn - a 220 room full  service  hotel  located at 55 E.
Nugget Ave.,  Sparks, NV 89431. APN NO.'s:  034-101-08 and 034-101-25.  Purchase
includes  all of Seller's  rights,  title and  interest,  together  with leases,
contracts,  all transferable licenses or permits and all associated improvement,
furniture,  fixtures, inventory (consisting of linens, paper goods, cleaning and
operating  supplies),  historical business and marketing records in existence on
the Closing Date,  and other  personal  property,  in the Best Western  McCarran
House. The sale shall not include any cash (house bank, operating bank accounts,
etc.) accounts  receivable,  proceeds  thereof or other rights to the payment of
money arising out of operations  prior to closing,  nor any accounts  payable or
other liabilities of the Seller. Inventory of stock in trade related to food and
beverage shall be taken at the time of possession and Buyer shall pay the amount
thereof.

                              TERMS AND CONDITIONS

Seller agrees to sell the  Property,  and Buyer agrees to purchase the Property,
on the following terms and conditions:

1)   PURCHASE  PRICE.  The purchase  price for the Property is five million four
     hundred  thousand  dollars   ($5,400,000.00).   Buyer's  Deposit  shall  be
     delivered to Agent upon Seller's  execution of this Purchase Agreement (the
     "Agreement"). Agent shall deliver and deposit same in escrow as provided in
     Paragraph 3 below.  The balance of the  purchase  price shall be payable at
     close of escrow pursuant to the terms stated below.

2)   DOWN  PAYMENT:  A) Buyer  shall make a cash down  payment of eight  hundred
     thousand dollars  ($800,000.00) or B)  ----------------------  ---------- .

3)   ESCROW:  Within three (3) calendar days after (A) x the Effective  Date (as
     defined in Paragraph 35 below) (B) , the date  contingencies  (as specified
     in  paragraph(s)  are removed.  Seller's Agent shall open escrow with First
     American Title Company, Tina Donovan, Reno, NV (the "Escrow Holder") by the
     simultaneous  deposit of a copy of this Agreement and Buyer's  Deposit with
     Escrow Holder.  If alternative  (B) above is checked,  Agent shall hold the
     Deposit in Agent's trust  account until escrow is opened.  Seller and Buyer
     agree to prepare and execute such escrow  instructions  as may be necessary
     and appropriate to close the transaction within  thirty-three (33) calendar
     days from the date escrow is opened.  Should said  instructions  fail to be
     executed as required,  Escrow Holder shall and is hereby  directed to close
     escrow  pursuant to the terms and  conditions of this  Agreement.  Close of
     escrow (or the "Closing Date",  which shall mean the date on which the deed
     transferring  title is  recorded)  shall occur on or before March 10, 1998.
     Escrow fee shall be paid by Buyer and Seller 50/50. All other closing costs
     shall be paid in  accordance  with the  custom in the  country in which the
     Property is located.

4)   PRORATIONS: Rents, real property taxes, premiums on insurance acceptable to
     Buyer, interest on any debt being assumed or taken subject to by Buyer, and
     any other  expenses  of the  Property  shall be  prorated as of the Closing
     Date.  Security  deposits,  advance  rentals,  and the amount of any future
     lease  credits  shall be  credited  to  Buyer.  The  amount  of any bond or
     assessment  which is a lien and not  customarily  paid with  real  property
     taxes shall be (select one "X") x paid assumed by Seller.



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                                             Buyers Initials -- Sellers Initials



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TITLE: Promptly after the Effective Date of this Agreement, Seller shall procure
     and cause to be delivered  to Buyer a  preliminary  title report  issued by
     First American  Title Co., Reno, NV (the "Title  Company") on the Property.
     Within twenty-one (21) calendar days following receipt thereof, Buyer shall
     either approve in writing the exceptions  contained in said title report or
     specify in writing any  exceptions to which Buyer  reasonably  objects.  If
     Buyer objects to any  exceptions,  Seller shall,  within seven (7) calendar
     days after receipt of Buyer's  objections,  deliver to Buyer written notice
     that either (i) Seller  will,  at Seller's  expense,  attempt to remove the
     exception(s)  to which Buyer has  objected  before the Closing Date or (ii)
     Seller is  unwilling or unable to eliminate  said  exception(s).  If Seller
     fails to so notify Buyer or is unwilling or unable to remove such exception
     by the  Closing  Date,  Buyer may elect to  terminate  this  Agreement  and
     receive back the entire Deposit, in which event Buyer and Seller shall have
     no further  obligations under this Agreement;  or alternatively,  Buyer may
     elect to purchase the Property subject to such exception(s).

     Seller  shall  convey by grant  deed to Buyer (or to such  other  person or
     entity as Buyer may  specify)  marketable  fee  title  subject  only to the
     exceptions approved by Buyer in accordance with this Agreement. Title shall
     be insured by a standard  California Land Title Association  owner's policy
     of title  insurance  issued  by the  Title  Company  in the  amount  of the
     purchase  price with premium  paid by Seller.  Any  additional  premium for
     Extended ALTA coverage and survey, if required, shall be paid by Buyer.

6) FINANCING CONTINGENCIES:

6.1) PURCHASE  SUBJECT  TO/ASSUMPTION  OF FIRST:  Buyer shall (select on "X") xx
     purchase the Property  subject to assume the existing  promissory note (the
     ("First  Note") and first deed of trust in favor of Dr. Oh. Said First Note
     has a present unpaid principal balance of approximately  three million five
     hundred  thousand  dollars  ($3,500,000.00),  bears interest at the rate of
     percent ( %) per year  (select  on "X") fixed  rate  other,  and is current
     payable in monthly  installments of principal and interest of dollars ($ ),
     due in  (-----------------------------------------------------  -----------
     ------------------ -------) years. If Buyer is to take subject to the First
     Note,  Seller shall provide Buyer,  within ten (10) calendar days following
     the Effective Date documentary  evidence issued by the lender verifying the
     last payment  received by the lender and current balance of the First Note.
     If Buyer is to assume  and fails to  qualify  to assume  the First Note and
     deed of trust within ( ) calendar days following the Effective  Date,  this
     transaction shall be null and void and the entire Deposit shall be returned
     to Buyer. Seller agrees to furnish to Buyer, on or before the Closing Date,
     a beneficiary  statement  from the holder of the First Note which shall (a)
     specify the unpaid balance of the First Note as of the Closing Date and (b)
     state that there is no default under the First Note or under any instrument
     securing its  payment.  In the event the unpaid  principal  balance of said
     First  Note shall be more or less than the amount  stated,  the  difference
     shall be adjusted in the down  payment  due upon the  Closing  Date.  Buyer
     agrees to pay to the holder of the First Note an  assumption  fee,  if any,
     not to exceed percent ( %) of the existing  principal  balance of the First
     Note. In the event the  assumption fee is greater than percent ( %), Seller
     agrees to pay the  additional  fee. If assumption  is elected,  Buyer shall
     submit a written  application to assume the First Note to the lender within
     ( ) calendar days of the Effective Date and shall  authorize said lender to
     confirm in writing to Seller that said application has been received.

6.2) AGENT CARRIES BACK THIRD: A portion of the balance of the purchase price in
     the amount of one hundred thirty-five thousand dollars  ($135,000.00) shall
     be evidenced  by a  promissory  note secured by a third deed of trust to be
     executed by Buyer in favor of Agent and delivered to Agent upon the Closing
     Date.  Said note shall bear  interest at the rate of ten percent  (10%) per
     year,  (select  one  "X") x fixed  rate  other,  and  shall be  payable  as
     follows:  monthly  payments,  interest  only.  Said  note  shall be due and
     payable  twelve (12)  calendar  months  from the Closing  Date and shall be
     prepayable,  principal and/or interest, at any time, and from time to time,
     in whole or in part, without premium,  notice, or penalty.  Said note shall
     be on standard  title company forms and shall be (select one "X") assumable
     assumable one time only x not assumable.

6.3) SELLER CARRIES BACK FOURTH:  The remaining balance of the purchase price in
     the amount of eight hundred fifty-five thousand dollars ($855,000.00) shall
     be evidenced  by a promissory  note secured by a fourth deed of trust to be
     executed  by Buyer in favor of Seller  and  delivered  to  Seller  upon the
     Closing Date. Said note shall bear interest at the

rate of ten  percent  (10%) per year  (select  one "X") x fixed rate other,  and
shall be payable as follows: monthly payments, interest only. Said note shall be
due and payable  twelve (12) calendar  months from the Closing Date and shall be
prepayable,  principal and/or  interest,  at any time, and from time to time, in
whole or in part,  without premium,  notice,  or penalty.  Said note shall be on
standard title company forms and shall be (select one "X")  assumable  assumable
one time only x not assumable.

7)   PEST CONTROL CONTINGENCIES:



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                                             Buyers Initials -- Sellers Initials

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7)   1NO PEST  CONTROL  CONTINGENCY  - "AS IS" Buyer has  conducted  Buyer's own
     investigation  with  regard to possible  infestation  and/or  infection  by
     wood-destroying  pests or organisms  and agrees to purchase the Property in
     its present  condition.  Buyer  acknowledges that Buyer is not relying upon
     any  representations  or warranties made by Seller or Agent,  regarding the
     presence or absence of such infestation or infection.

8)   INSPECTION CONTINGENCIES:

8.1) BOOKS AND RECORDS:  Seller  agrees to provide  Buyer with items a through g
     listed below within seven (7) calendar days -----------  ------ - following
     the Effective Date:

     a.   All rental agreements,  leases, service contracts, insurance policies,
          latest tax  bill(s)  and other  written  agreements  or notices  which
          affect the Property.

     b.   All available historical operating statements of the Property.

     c.   For commercial properties, copies of whatever documents the Seller may
          have  regarding  the  financial   condition,   business  prospects  or
          prospective  continued  occupancy  of any  tenant  (including  but not
          limited to financial statements, credit reports, etc.).

     d.   All notes and security instruments affecting the Property.

     e.   A complete and current  rent roll,  including a schedule of all tenant
          deposits and fees.

     f.   A written  inventory of all items of Personal  Property to be conveyed
          to Buyer at close of escrow.

     g.   The following  items,  if readily  available to Seller:  all available
          reports, studies, documents affecting the property.

     Buyer shall acknowledge receipt of those items in writing. Buyer shall have
     twenty-one  (21)  calendar  days  following  receipt  thereof to review and
     approve in writing  each of these  items.  If Buyer fails to approve  these
     items within the specified  time, this Agreement shall be rendered null and
     void, Buyer's entire deposit shall be returned,  and Buyer and Seller shall
     have no further obligations hereunder.

8.2) PHYSICAL  INSPECTION:  Buyer  shall  have  twenty-one  (21)  calendar  days
     following  the  Effective  Date to inspect the  physical  condition  of the
     Property,  including,  but  not  limited  to the  soil  conditions  and the
     presence or absence of lead-based paint and other hazardous materials on or
     about the Property, and to notify the Seller in writing that Buyer approves
     same.  Buyer  shall bear the cost for any  reports or studies  required  by
     Buyer.  If Buyer fails to approve the  physical  condition  of the Property
     within the specified time,  this Agreement shall be null and void,  Buyer's
     entire  deposit  shall be  returned,  and Buyer and  Seller  shall  have no
     further  obligations  hereunder,  except that Buyer shall release to Seller
     copies of any reports or studies which Buyer has caused to be performed.

9)   DEPOSIT INCREASE: not applicable.

10)  DEPOSIT TRANSFER:  Buyer's Deposit shall remain in trust, if held by Agent,
     or in escrow if  previously  deposited  in  escrow,  until  removal  of the
     inspection  contingencies set forth in paragraph(s)  8.1, 8.2 hereof.  Upon
     removal of said contingencies, Buyer's Deposit shall be delivered to escrow
     by Agent  (if same has been  held in trust by  Agent);  a grant  deed  duly
     executed by Seller, sufficient to convey title to Buyer, shall be delivered
     to escrow by Seller; and Buyer and Seller shall execute escrow instructions
     directing the Escrow Holder to release  immediately from escrow and deliver
     to Seller Buyer's  entire Deposit  (including  increases,  if any).  Seller
     shall hold Buyer's Deposit subject to the remaining terms and conditions of
     this Agreement.  If the Property is made unmarketable by Seller, or acts of
     God,  the Deposit  shall be returned to Buyer and deed shall be returned to
     Seller.

11)  ESTOPPEL CERTIFICATE CONTINGENCIES (Leased Properties):

11.1) ESTOPPEL CERTIFICATES NOT APPLICABLE.

12)  PRORATIONS:  Rent,  real estate and personal  property  taxes,  premiums on
     insurance acceptable to Buyer,  interest on any debt being assumed or taken
     subject to by Buyer, water and other utility charges, transferable licenses
     and deposits  shall be prorated as of the Closing  Date.  The amount of any
     bond or  assessment  which is a lien and not  customarily  paid  with  real
     property  taxes  shall be  (select  one  "X") xx paid  assumed  by  Seller.
     Additionally,  all income received and accruable for lodging utilized prior
     to 12:00 noon of the Closing Date,  and all operating  expenses,  including
     wages,  accruable  to 12:00 noon on the Closing  Date shall be for Seller's
     account, and all income and expense accruable after such times shall be for
     the  account  of Buyer.  All  pro-rations  shall be based upon a thirty day
     month, 360 day year.

13)  PERSONAL  PROPERTY:  Title to any personal property to be conveyed to Buyer
     in connection  with the sale of the Property  shall be conveyed to Buyer by
     Bill of Sale on the Closing Date free and clear of all encumbrances (except
     those approved by Buyer as provided above).  The price of these items shall
     be included in the  Purchase  Price for the  Property,  and Buyer agrees to
     accept all such personal property in "as is" condition.


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                                             Buyers Initials -- Sellers Initials

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14)  CONDITION OF  PROPERTY:  It is  understood  and agreed that the Property is
     being sold "as is" that Buyer has, or will have prior to the Closing  Date,
     inspected  the  Property;  and that  neither  Seller  nor  Agent  makes any
     representation  or warranty as to the  physical  condition  or value of the
     Property or its suitability for Buyer's intended use.

                                             Buyers Initials -- Sellers Initials

15)  RISK OF LOSS:  Risk of loss to the Property  shall be borne by Seller until
     title has been conveyed to Buyer. In the event that the improvements on the
     Property are destroyed or materially  damaged between the Effective Date of
     this  Agreement  and the date title is conveyed to Buyer,  Buyer shall have
     the option of demanding  and  receiving  back the entire  Deposit and being
     released from all  obligations  hereunder,  or  alternatively,  taking such
     improvements as Seller can deliver.  Upon Buyer's  physical  inspection and
     approval of the Property,  Seller shall maintain the Property through close
     of escrow in the same condition and repair as approved, reasonable wear and
     tear excepted.

16)  POSSESSION:  Possession  of the  Property  shall be  delivered  to Buyer on
     Closing Date.

17)  LIQUIDATED  DAMAGE: By placing their initials  immediately below, Buyer and
     Seller agree that it would be impracticable  or extremely  difficult to fix
     actual  damages in the event of a default by Buyer,  and that the amount of
     Buyer's Deposit hereunder (as same may be increased by the terms hereof) is
     the  parties'  reasonable  estimate  of  Seller's  damages  in the event of
     Buyer's default,  and that upon Buyer's default in its purchase obligations
     under this agreement,  not caused by any breach by Seller,  Seller shall be
     released from its obligations to sell the Property and shall return Buyer's
     Deposit  (as same may be  increased  by the  terms  hereof)  as  liquidated
     damages,  which shall be Seller's  sole and  exclusive  remedy in law or at
     equity for Buyer's default.

                                             Buyers Initials -- Sellers Initials

18)  SELLER EXCHANGE:  Buyer agrees to cooperate should Seller elect to sell the
     Property as part of a like-kind  exchange under IRO Section 1081.  Seller's
     contemplated  exchange shall not impose upon Buyer any additional liability
     or financial obligation,  and Seller agrees to hold Buyer harmless from any
     liability  that  might  arise from such  exchange.  This  Agreement  is not
     subject  to or  contingent  upon  Seller's  ability  to  acquire a suitable
     exchange  property or  effectuate  an  exchange.  In the event any exchange
     contemplated by Seller should fail to occur, for whatever reason,  the sale
     of the Property shall nonetheless be consummated as provided herein.

19)  BUYER EXCHANGE:  Seller agrees to cooperate  should Buyer elect to purchase
     the  Property  as part of a  like-kind  exchange  under IRO  Section  1031.
     Buyer's  contemplated  exchange shall not impose upon Seller any additional
     liability or financial  obligation and Buyer agrees to hold Seller harmless
     from any liability that might arise from such  exchange.  This Agreement is
     not  subject  to or  contingent  upon  Buyer's  ability  to  dispose of its
     exchange  property or  effectuate  an  exchange.  In the event any exchange
     contemplated by Buyer should fail to occur, for whatever  reason,  the sale
     of the Property shall nonetheless be consummated as provided herein.

20)  DISCLOSURE OF REAL ESTATE LICENSURE:

20.1)The  -------------  in this  transaction  is a licensed  real estate  agent
     acting as a principal, and is associated  ------------------------  with, a
     licensed real estate broker. ---------------------------------

21)  AUTHORIZATION:  Buyer  and  Seller  authorize  Agent to  disseminate  sales
     information regarding this transaction, including the purchase price of the
     Property.

22)  AGENCY DISCLOSURE:

22.1)EXCLUSIVE  LISTING:  Marcus & Millichap  Real Estate  Investment  Brokerage
     Company is the exclusive listing broker of the property that is the subject
     of this  transaction.  Under Nevada law, Marcus & Millichap  represents the
     Seller as the  Seller's  agent.  Marcus & Millichap  also has  procured the
     Buyer in this  transaction.  Marcus  &  Millichap  is not the  agent of the
     Buyer;  however,  Marcus & Millichap  does have the  following  alternative
     legal obligations to the Buyer:

     a.   Diligent  exercise of reasonable  skill and care in the performance of
          its duties.

     b.   A duty of honest and fair dealing and good faith.

     c.   A duty to disclose  all facts  known to it  materially  affecting  the
          value or desirability of the property that are not known to, or within
          the diligent attention and observation of, the Buyer.

23)  OTHER  BROKERS:  Buyer and Seller agree that, in the event any broker other
     than Agent or a broker affiliated with Agent is involved in the disposition
     of the  Property,  Agent shall have no liability to Buyer or Seller for the
     acts or  omissions  of such other  broker,  who shall not be deemed to be a
     subagent of Agent.


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                                             Buyers Initials -- Sellers Initials


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24)  LIMITATION  OF LIABILITY:  Except for Agent's  gross  negligence or willful
     misconduct,   Agent's  liability  for  any  breach  or  negligence  in  its
     performance of this Agreement shall be limited to the greater of $50,000 or
     the amount of  compensation  actually  received by Agent in any transaction
     hereunder.

25)  SCOPE  OF  AGENT'S  AUTHORITY  AND  RESPONSIBILITY:  Agent  shall  have  no
     authority to bind either Buyer or Seller to any  modification  or amendment
     of this  Agreement.  Agent shall not be responsible  for performing any due
     diligence or other  investigation of the Property on behalf of either Buyer
     or Seller,  or for  providing  either party with  professional  advice with
     respect to any legal, tax, engineering, construction or hazardous materials
     issues.  Except for  maintaining  the  confidentiality  of any  information
     regarding Buyer or Seller's financial condition and any future negotiations
     regarding the terms of this Purchase Agreement, Buyer and Seller agree that
     their   relationship   with  Agent  is  at  arms'  length  and  is  neither
     confidential nor fiduciary in nature.

26)  BROKER  DISCLAIMER:  Buyer and Seller acknowledge that, except as otherwise
     expressly   stated   herein,   Agent   has  not  made  any   investigation,
     determination,  warranty  or  representation  with  respect  to  any of the
     following: (a) the financial condition or business prospects of any tenant,
     or such  tenant's  intent to continue or renew its tenancy in the Property;
     (b) the legality of the present or any possible  future use of the Property
     under any  federal,  state or local law;  (c)  pending or  possible  future
     action by any governmental  entity or agency which may affect the Property;
     (d) the physical  condition of the Property,  including but not limited to,
     soil  conditions,  the structural  integrity of the  improvements,  and the
     presence or absence of fungi or wood-destroying organisms; (e) the accuracy
     or completeness of income and expense information and projections of square
     footage figures, and of the basis of leases,  options, and other agreements
     affecting the Property;  (f) the possibility  that lease,  options or other
     documents  exist which  affect or encumber  the Property and which have not
     been  provided or disclosed  by Seller;  or (g) the presence or location of
     any  hazardous  materials  on or about  the  Property,  including,  but not
     limited  to,   asbestos,   PCB's,  or  toxic,   hazardous  or  contaminated
     substances, and underground storage tanks.

     Buyer agrees that  investigation  and analysis of the foregoing  matters is
     Buyer's sole responsibility and that Buyer shall not hold Agent responsible
     therefor.  Buyer  further  agrees to reaffirm  its  acknowledgment  of this
     disclaimer  at close of escrow  and to confirm  that it has relied  upon no
     representations  of  Agent  in  connection  with  its  acquisition  of  the
     Property.

                                             Buyers Initials -- Sellers Initials

27)  LEAD-BASED PAINT HAZARDS: not applicable.

28)  ARBITRATION  OF  DISPUTES:  If a  controversy  arises  with  respect to the
     subject matter of this Purchase  Agreement or the transaction  contemplated
     herein  (including but not limited to the parties' rights to the Deposit or
     the payment of commissions  as provided  herein),  Buyer,  Seller and Agent
     agree that such controversy shall be settled by final,  binding arbitration
     in  accordance  with  the  Commercial  Arbitration  Rules  of the  American
     Arbitration  Association,  and  judgment  upon the  award  rendered  by the
     arbitrator(s) may be entered in any court having jurisdiction thereof. 8 of
     7 Buyers Initials Sellers Initials -- -------- Notice: By initialing in the
     space below you are agreeing to have any dispute arising out of the matters
     included in the  "Arbitration  of  Disputes"  provision  decided by neutral
     arbitration  as provided by Nevada law and you are giving up any rights you
     might  possess to have the dispute  litigated  in court or jury  trial.  By
     initialing  in the space  below you are giving up your  judicial  rights to
     discovery and appeal,  unless such rights are specifically  included in the
     "Arbitration of Disputes" provision. If you refuse to submit to arbitration
     after agreeing to this  provision,  you may be compelled to arbitrate under
     the authority of the Nevada Code of Civil Procedure. Your agreement to this
     arbitration provision is voluntary.

     We have read and  understand  the  foregoing  and agree to submit  disputes
     arising  out of the  matters  included  in the  "Arbitration  of  Disputes"
     provision to neutral arbitration.

                                             Buyers Initials -- Sellers Initials

29)  SUCCESSORS  & ASSIGNS:  This  Agreement  and any  addenda  hereto  shall be
     binding  upon and insure to the benefit of the heirs,  successors,  agents,
     representatives and assigns of the parties hereto.

30)  ATTORNEYS'  FEES: In any litigation,  arbitration or other legal proceeding
     which may arise between any of the parties  hereto,  including  Agent,  the
     prevailing party shall be entitled to recover its costs, including costs of
     arbitration, and reasonable attorneys' fees in addition to any other relief
     for which such party may be entitled.

31)  TIME: Time is of the essence of this Agreement.

32)  NOTICES:  All notices required or permitted hereunder shall be given to the
     parties in writing (with a copy to Agent) at their respective  addresses as
     set  forth  below.  Should  the date  upon  which  any act  required  to be
     performed by this Agreement fall on a Saturday, Sunday or holiday, the time
     for performance shall be extended to the next business day.



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                                             Buyers Initials -- Sellers Initials


<PAGE>


33)  FOREIGN INVESTOR DISCLOSURE:  Seller and Buyer agree to execute and deliver
     any instrument,  affidavit or statement,  and to perform any act reasonably
     necessary to carry out the  provisions  of this Foreign  Investment in Real
     Property Tax Act and regulations promulgated thereunder.


34)  ADDENDA: Any addendum attached hereto and either signed or initialed by the
     parties shall be deemed a part hereof.  This Agreement,  including addenda,
     if any,  expresses the entire  agreement of the parties and  supersedes any
     and all previous agreements between the parties wit regard to the Property.
     There are no other understandings,  oral or written, which in any way alter
     or enlarge its terms, and there are no warranties or representations of any
     nature whatsoever,  either express or implied,  except as set forth herein.
     Any future  modification  of this Agreement will be effective only if it is
     in writing and signed by the party to be charged.

35)  ACCEPTANCE AND EFFECTIVE  DATE:  Buyer's  signature  hereon  constitutes an
     offer to Seller to purchase  the Property on the terms and  conditions  set
     forth herein.  Unless  acceptance  hereof is made by Seller's  execution of
     this  Agreement and delivery of a fully  executed copy to Buyer,  either in
     person or by mail at the  address  shown  below,  on or before  February 5,
     1998,  this offer shall be null and void,  the Deposit shall be returned to
     Buyer,  and  neither  Seller  nor Buyer  shall have any  further  rights or
     obligations  hereunder.  Delivery shall be effective upon personal delivery
     to  Buyer or  Buyer's  agent,  or,  if by mail,  on the next  business  day
     following  the date of postmark.  The  "Effective  Date" of this  Agreement
     shall  be the  latter  of (a)  the  date  on  which  Seller  executes  this
     Agreement,  or (b) the date of or written  acceptance  (by either  Buyer or
     Seller) of the final counter-offer submitted by the other party.

36)  GOVERNING  LAW:  This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of Nevada.

37)  OTHER TERMS AND CONDITIONS:

     1.   Seller will retain $110,000 of equity in the Property. Seller's equity
          will increase by a prorated ten percent  (10%) per year.  For example,
          at the end of 12 months after the Closing Date,  Seller's  equity will
          be  $121,000.  At the  end  of 24  months,  Seller's  equity  will  be
          $133,100.  At the end of 36 months  after the Closing  Date,  Seller's
          equity  will be  $146,410,  and so forth  until  Buyer pays Seller for
          Seller's  equity.  Buyer shall pay Seller's  equity off when the first
          mortgage (existing All Inclusive Trust Deed) is retired.  Buyer agrees
          to pay off the first mortgage on or before 36 months after the Closing
          Date.

     2.   Buyer shall give Seller and Agent an unconditional  personal guarantee
          securing  all  payments to be made under the Notes and Deeds of Trust,
          to be executed prior to the Close of Escrow.

     3.   Buyer shall assume all existing  contracts  and leases  affecting  the
          Property,  copies of which  shall be provided to Buyer as part the due
          diligence documents.

     4.   Within three calendar days of execution,  Buyer shall submit to Seller
          a copy of Buyer's current financial  statements (Balance Sheet, Profit
          & Loss Statement,  Tax Return).  Seller shall have three calendar days
          to disapprove in writing  Buyer's  financial  ability to perform under
          the terms of this  contract,  in which case Buyer's  deposit  shall be
          returned to Buyer and neither party shall have any further  obligation
          to each other.

     5.   Best Western transfer fees, if any, shall be paid by Buyer.

     6.   Buyer shall pay to Seller 98% of the value of the Accounts  Receivable
          at the Close of Escrow.

     7.   Close of Escrow is subject to Seller obtaining  authorization from Dr.
          Oh for Seller to bring Buyer in as a 90% partner  and  agreement  from
          Dr. Oh that the existing  Note will not be  accelerated.  In the event
          Dr. Oh  authorizes  a full  assumption  of the  existing  note without
          requiring  Seller to remain on  title,  Buyer  agrees to pay  Seller's
          $110,000 equity in cash to Seller at the Close of Escrow.



                                     6 of 7

                                             Buyers Initials -- Sellers Initials



<PAGE>



THE PARTIES ARE ADVISED TO CONSULT THEIR RESPECTIVE ATTORNEYS WITH REGARD TO THE
LEGAL EFFECT AND VALIDITY OF THIS PURCHASE AGREEMENT.

The  undersigned  Buyer hereby offers and agrees to purchase the above described
Property for the price and upon the terms and conditions herein stated.

This  offer is made by Buyer  to  Seller  on this  day of  February,  1998.  The
undersigned  Buyer  hereby  acknowledges  receipt  of an  executed  copy of this
Agreement, including the Agency Disclosure contained in Paragraph 22 above.

BUYER: --------------------------  ADDRESS:------------------------------------
Zions Management and Development                                              


               SELLERS ACCEPTANCE AND AGREEMENT TO PAY COMMISSION

The  undersigned  Seller  accepts  the  foregoing  offer and  agrees to sell the
Property to Buyer for the price and on the terms and  conditions  stated herein.
Seller acknowledges receipt of an executed copy of this Agreement and authorizes
Agent to deliver an executed copy to Buyer.

Seller  reaffirms  its  agreement  to  pay to  Agent  a  real  estate  brokerage
commission  pursuant  to the  terms  of that  certain  Representation  Agreement
between  Agent and Seller on file,  which shall remain in full force and effect.
Said commission is payable in full on the Closing Date and shall be paid in cash
through  escrow.  Escrow  Holder is directed to make such  payment to Agent from
Seller's  proceeds of sale.  The provisions of this paragraph may not be amended
or modified without the written consent of Agent.

Seller acknowledges and agrees that payment of said commission is not contingent
upon the closing of the transaction contemplated by this Agreement, and that, in
the event completion of the sale is prevented by default of Seller,  then Seller
shall  immediately  be obligated to pay to Agent the entire  commission.  Seller
agrees  that in the event  completion  of the sale is  prevented  by  default of
Buyer,  then Seller  shall be  obligated  to pay to Agent an amount equal to one
half  of any  damages  on  other  monetary  compensation  (including  liquidated
damages)  collected  from Buyer by suit or otherwise as a consequence of Buyer's
default, if and when such damages or other monetary  compensation are collected;
provided,  however,  that the total  amount paid to Agent by Seller shall not in
any  case  exceed  the  brokerage  commission   hereinabove  set  forth.  Seller
acknowledges  and agrees that the  existence of any direct claim which Agent may
have against Buyer in the event of Buyer's default shall not alter or in any way
limit the obligations of Seller to Agent as set forth herein.

SELLER: --------------------------  ADDRESS:------------------------------------
        Ki Hong Kim

DATE: --------------------------    TELEPHONE:----------------------------------


SELLER: --------------------------  ADDRESS:------------------------------------
        Hoo Hyung Kim

DATE: --------------------------    TELEPHONE:----------------------------------


Agent accepts and agrees to the foregoing.

AGENT:  MARCUS & MILLICHAP REAL ESTATE INVESTMENT BROKERAGE
        COMPANY

BY: ------------------------------  ADDRESS:------------------------------------
    Kenneth Blomsterberg

DATE: --------------------------    TELEPHONE:----------------------------------


--------------------------------------------------------------------------------
NO  REPRESENTATION IS MADE BY AGENT AS TO THE LEGAL OR TAX EFFECT OR VALIDITY OF
ANY PROVISION OF THIS PURCHASE  AGREEMENT.  A REAL ESTATE BROKER IS QUALIFIED TO
GIVE  ADVICE ON REAL  ESTATE  MATTERS.  IF YOU DESIRE  LEGAL,  FINANCIAL  OR TAX
ADVICE, CONSULT YOUR ATTORNEY, ACCOUNTANT OR TAX ADVISOR.
--------------------------------------------------------------------------------



                                     7 of 7

                                             Buyers Initials -- Sellers Initials



<PAGE>


                         ADDENDUM TO PURCHASE AGREEMENT

This   document  is  an  addendum   ("Addendum")   to  the  Purchase   Agreement
("Agreement")  between  Ki Hong  Kim and Hoo  Hyung  Kim  ("Seller")  and  Zions
Management  and  Development  ("Buyer")  executed  by  Buyer  on the  5th day of
February,  1998 for that certain real property  located at Best Western McCarran
Inc., a 220 room full service  hotel  located at 55 E. Nugget Ave.,  Sparks,  NV
89431.

The  provisions  of this  Addendum are hereby added to and  incorporated  in the
Terms and  Conditions  in the  aforementioned  Agreement.  Any provision of this
Addendum  which is not  numbered  and  fully  completed  shall  have in force or
effect.

1.   Purchase price is $5,250,000.
2.   Down payment is $800,000.
3.   Buyer will  close  subject to the  existing  Notes and Seller  will carry a
     Third Trust Deed for the balance of the Purchase Price per the terms of the
     Purchase Agreement.
4.   Agent's  commission  is reduced to $195,000 to be paid in cash at the Close
     of Escrow.
5.   Close of Escrow is on or before March 10, 1998.
6.   Buyer shall  immediately  increase the deposit to $100,000,  which shall be
     applied toward the Purchase Price.
7.   Escrow is -----------------------------
8.   Seller  hereby  removes all  contingencies  and  Buyer's  deposit is hereby
     nonrefundable.
9.   Close of Escrow is  conditioned  on Dr. Oh's  approval  of Buyer's  closing
     "Subject To" the existing Note, per the Purchase Agreement.
10.  Buyer shall  submit to Seller,  for Dr. Oh's  approval,  a list of proposed
     improvements to be made to the Property.




                                   ACCEPTANCE

The undersigned Buyer, Seller and Agent accept and agree to the foregoing.

BUYER: s/s [Illegible], CFO                      2/28/98
       --------------------------------  DATE: -------------------------------
       Zion Management and Development

SELLER: -------------------------------  DATE: -------------------------------
        Ki Hong Kim

SELLER: -------------------------------  DATE: -------------------------------
        Koo Hyung Kim



AGENT:  MARCUS & MILLICHAP REAL ESTATE INVESTMENT BROKERAGE
        COMPANY

BY: ----------------------------------  DATE: ---------------------------------
    Kenneth Blomsterberg



--------------------------------------------------------------------------------
NO  REPRESENTATION  IS MADE BY AGENT AS TO THE LEGAL  EFFECT OR  VALIDITY OF ANY
PROVISION OF THIS ADDENDUM.  A REAL ESTATE BROKER IS QUALIFIED TO GIVE ADVICE ON
REAL ESTATE MATTERS. IF YOU DESIRE LEGAL, FINANCIAL, OR TAX ADVICE, CONSULT YOUR
ATTORNEY, ACCOUNTANT OR TAX ADVISOR.
--------------------------------------------------------------------------------



                                     1 of 1

                                             Buyers Initials -- Sellers Initials
<PAGE>


                         ADDENDUM TO PURCHASE AGREEMENT

This   document  is  an  addendum   ("Addendum")   to  the  Purchase   Agreement
("Agreement")  between  Ki Hong  Kim and Hoo  Hyung  Kim  ("Seller")  and  Zions
Management  and  Development  ("Buyer")  executed  by  Buyer  on the  5th day of
February,  1998 for that certain real property  located at Best Western McCarran
Inc., a 220 room full service  hotel  located at 55 E. Nugget Ave.,  Sparks,  NV
89431.

The  provisions  of this  Addendum are hereby added to and  incorporated  in the
Terms and  Conditions  in the  aforementioned  Agreement.  Any provision of this
Addendum  which is not  numbered  and  fully  completed  shall  have in force or
effect.

1.   Purchase price is $5,250,000.
2.   Down payment is $800,000.
3.   Buyer will  close  subject to the  existing  Notes and Seller  will carry a
     Third Trust Deed for the balance of the Purchase Price per the terms of the
     Purchase Agreement.
4.   Agent's  commission  is reduced to $195,000 to be paid in cash at the Close
     of Escrow.
5.   Close of Escrow is on or before March 10, 1998.
6.   Buyer shall  immediately  increase the deposit to $100,000,  which shall be
     applied toward the Purchase Price.
7.   Escrow is -----------------------------
8.   Seller  hereby  removes all  contingencies  and  Buyer's  deposit is hereby
     nonrefundable.
9.   Close of Escrow is  conditioned  on Dr. Oh's  approval  of Buyer's  closing
     "Subject To" the existing Note, per the Purchase Agreement.
10.  Buyer shall  submit to Seller,  for Dr. Oh's  approval,  a list of proposed
     improvements to be made to the Property.





                                   ACCEPTANCE

The undersigned Buyer, Seller and Agent accept and agree to the foregoing.

BUYER: s/s [Illegible], CFO                    2/28/98
       --------------------------------  DATE: -------------------------------
       Zion Management and Development

SELLER: /s/ [Illegible]                        Feb. 27, 1998
       -------------------------------  DATE: -------------------------------
        Ki Hong Kim

SELLER: -------------------------------  DATE: -------------------------------
        Koo Hyung Kim



AGENT:  MARCUS & MILLICHAP REAL ESTATE INVESTMENT BROKERAGE
        COMPANY

BY: ----------------------------------  DATE: ---------------------------------
    Kenneth Blomsterberg



--------------------------------------------------------------------------------
NO  REPRESENTATION  IS MADE BY AGENT AS TO THE LEGAL  EFFECT OR  VALIDITY OF ANY
PROVISION OF THIS ADDENDUM.  A REAL ESTATE BROKER IS QUALIFIED TO GIVE ADVICE ON
REAL ESTATE MATTERS. IF YOU DESIRE LEGAL, FINANCIAL, OR TAX ADVICE, CONSULT YOUR
ATTORNEY, ACCOUNTANT OR TAX ADVISOR.
--------------------------------------------------------------------------------



                                     1 of 1

                                             Buyers Initials -- Sellers Initials

<PAGE>



                        ADDENDUM TO PURCHASE AGREEMENT OF
                          BEST WESTERN - SPARKS, NEVADA

6.1  Subject to terms and conditions of note being accepted.  These were omitted
     from Purchase Agreement.

14.  After an inspection of the Property by Buyer and its representative,  Buyer
     can elect to cancel agreements, during the due diligence period, based upon
     the findings of the  inspection,  if  negotiations  with the Seller  cannot
     resolve the concerns.

20.1 Section needs to be completed.

37.6 Buyer shall pay to the Seller 98% of the value of the  Accounts  Receivable
     less than 90 days old at the Close of Escrow. Any Accounts  Receivable over
     90 days are the responsibility of the Seller.



/s/ [Illegible]                                 2/6/98
-----------------------------------------       -----------------------------
Buyer Zions Management & Development Co.        Date


-----------------------------------------       -----------------------------
Seller                                          Date




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