EXHIBIT 10.19
                                                              -------------

                            STOCK PURCHASE AGREEMENT


                                      AMONG


                       CAVANAUGHS HOSPITALITY CORPORATION


                                       And


                             LISA SWANBECK-JOHNSON,
                                 RODNEY D. OLSON
                                       And
                                D. MICHAEL BASHAW


                                December 17, 1999
     <PAGE>
     STOCK PURCHASE AGREEMENT

     Agreement entered for reference purposes as of December 17, 1999 by
     and among Cavanaughs Hospitality Corporation, a Washington corporation
     (the "Buyer"), Lisa Swanbeck-Johnson ("Johnson") as the owner of 100%
     of the stock of PNW Holdings, Inc., a Washington corporation ("PNW")
     which is the owner of 100% of the stock of WC Coast Holdings, Inc., a
     Washington corporation ("Holdings"), Rodney D. Olson, a married man
     ("Olson") and D. Michael Bashaw, a married man ("Bashaw").  (Johnson,
     Olson and Bashaw shall be collectively referred to herein as the
     "Sellers"). The Buyer and the Sellers are referred to collectively
     herein as the "Parties."

     The Sellers in the aggregate own all of the outstanding capital stock
     of WestCoast Hotels, Inc., a Washington corporation (the "WestCoast").

     This Agreement contemplates a transaction in which the Buyer will
     purchase from the Sellers, and the Sellers will sell to the Buyer, all
     of the outstanding capital stock of WestCoast and any rights to
     acquire such stock in return for cash, Buyer Bonds and the Retained
     Equity Interests.

     Now, therefore, in consideration of the premises and the mutual
     promises herein made, and in consideration of the representations,
     warranties, and covenants herein contained, the Parties agree as
     follows:

     1.   DEFINITIONS.

          "ACCREDITED INVESTOR" has the meaning set forth in Regulation D
          promulgated under the Securities Act.

          "ADVERSE CONSEQUENCES" means all actions, suits, proceedings,
          hearings, investigations, charges, complaints, claims, demands,
          injunctions, judgments, orders, decrees, rulings, damages, dues,
          penalties, fines, costs, reasonable amounts paid in settlement,
          liabilities, obligations, taxes, liens, losses, expenses, and
          fees, including court costs and reasonable attorneys' fees and
          expenses.

          "AFFILIATE" has the meaning set forth in Rule 12b-2 of the
          regulations promulgated under the Securities Exchange Act.

          "AFFILIATED GROUP" means any affiliated group within the meaning
          of Code Section 1504(a) or any similar group defined under a
          similar provision of state, local, or foreign law.
     <PAGE>
          "APPLICABLE RATE" means the corporate base rate of interest
          publicly announced from time to time by US Bank, NA.

          "BASIS" means any past or present fact, situation, circumstance,
          status, condition, activity, practice, plan, occurrence, event,
          incident, action, failure to act, or transaction that forms or
          could form the basis for any specified consequence.

          "BUYER" has the meaning set forth in the preface above.

          "BUYER BONDS" has the meaning set forth in Section 2(b) below.

          "CCI LOAN" means all indebtedness, whether secured or unsecured,
          by Sellers, WestCoast or Holdings or their Affiliates or
          Subsidiaries to Capital Consultants, Inc.

          "CLOSING" has the meaning set forth in Section 2(f) below.

          "CLOSING BALANCE SHEET" has the meaning set forth in Section
          7(e).

          "CLOSING DATE" has the meaning set forth in Section 2(f) below.

          "COBRA" means the requirements of Part 6 of Subtitle B of Title I
          of ERISA and Code Section 4980B.

          "CODE" means the Internal Revenue Code of 1986, as amended.

          "CONFIDENTIAL INFORMATION" means (i) with respect to the Sellers
          any information concerning the businesses and affairs of Buyer
          and its subsidiaries that is not already generally available to
          the public, and (ii) with respect to the Buyer, any information
          concerning the businesses and affairs of WestCoast and its
          Subsidiaries that is not already generally available to the
          public.

          "CONTROLLED GROUPS" has the meaning set forth in Code Section
          1563.

          "DISCLOSURE SCHEDULE" means that certain Disclosure Schedule
          approved by the Parties, which is hereby incorporated into this
          Agreement as if fully set forth herein.

          "EFFECTIVE DATE" has the meaning described in Section 2(f).
     <PAGE>
          "EMPLOYEE BENEFIT PLAN" means any (a) nonqualified deferred
          compensation or retirement plan or arrangement, (b) qualified
          defined contribution retirement plan or arrangement which is an
          Employee Pension Benefit Plan, (c) qualified defined benefit
          retirement plan or arrangement which is an Employee Pension
          Benefit Plan (including any Multiemployer Plan), or (d) Employee
          Welfare Benefit Plan or material fringe benefit or other
          retirement, bonus, or incentive plan or program.

          "EMPLOYEE PENSION BENEFIT PLAN" has the meaning set forth in
          ERISA Section 3(2).

          "EMPLOYEE WELFARE BENEFIT PLAN" has the meaning set forth in
          ERISA Section 3(1).

          "ENVIRONMENTAL, HEALTH, AND SAFETY REQUIREMENTS" shall mean all
          federal, state, local and foreign statutes, regulations,
          ordinances and similar provisions having the force or effect of
          law, all judicial and administrative orders and determinations,
          and all common law concerning public health and safety, worker
          health and safety, and pollution or protection of the
          environment, including without limitation all those relating to
          the presence, use, production, generation, handling,
          transportation, treatment, storage, disposal, distribution,
          labeling, testing, processing, discharge, release, threatened
          release, control, or cleanup of any hazardous materials,
          substances or wastes, chemical substances or mixtures,
          pesticides, pollutants, contaminants, toxic chemicals, petroleum
          products or byproducts, asbestos, polychlorinated biphenyls,
          noise or radiation.

          "ERISA" means the Employee Retirement Income Security Act of
          1974, as amended.

          "ERISA AFFILIATE" means each entity which is treated as a single
          employer with SELLER for purposes of Code Section 414.

          "EXCESS WORKING CAPITAL" has the meaning described in Section
          7(e).

          "FIDUCIARY" has the meaning set forth in ERISA Section 3(21).

          "FINANCIAL STATEMENT" has the meaning set forth in Section 4(g)
          below.

          "GAAP" means United States generally accepted accounting
          principles as in effect from time to time.
     <PAGE>
          "HART-SCOTT-RODINO ACT" means the Hart-Scott-Rodino Antitrust
          Improvements Act of 1976, as amended.

          "HOLDINGS GROUP" means Lisa Johnson; WC Coast Holdings, Inc.; PNW
          Holdings, Inc.; and 832 Properties, Inc.

          "HOLDINGS SHARE" means any share of any class and of any par or
          no-par value of Holdings.

          "INCOME TAX" means any federal, state, local, or foreign income
          tax, including any interest, penalty, or addition thereto,
          whether disputed or not.

          "INCOME TAX RETURN" means any return, declaration, report, claim
          for refund, or information return or statement relating to Income
          Taxes, including any schedule or attachment thereto, and
          including any amendment thereof.

          "INDEMNIFIED PARTY" has the meaning set forth in Section 9(d)
          below.

          "INDEMNIFYING PARTY" has the meaning set forth in Section 9(d)
          below.

          "INTELLECTUAL PROPERTY" means (a) all inventions (whether
          patentable or unpatentable and whether or not reduced to
          practice), all improvements thereto, and all patents, patent
          applications, and patent disclosures, together with all
          reissuances, continuations, continuations-in-part, revisions,
          extensions, and reexaminations thereof, (b) all trademarks,
          service marks, trade dress, logos, trade names, and corporate
          names, together with all translations, adaptations, derivations,
          and combinations thereof and including all goodwill associated
          therewith, and all applications, registrations, and renewals in
          connection therewith, (c) all copyrightable works, all
          copyrights, and all applications, registrations, and renewals in
          connection therewith, (d) all mask works and all applications,
          registrations, and renewals in connection therewith, (e) all
          trade secrets and confidential business information (including
          ideas, research and development, know-how, formulas,
          compositions, manufacturing and production processes and
          techniques, technical data, designs, drawings, specifications,
          customer and supplier lists, pricing and cost information, and
          business and marketing plans and proposals), (f) all computer
          software (including data and related documentation), (g) all
          other proprietary rights, and (h) all copies and tangible
          embodiments thereof (in whatever form or medium).
     <PAGE>
          "KNOWLEDGE" means actual knowledge of Johnson, Olson or Bashaw.

          "MOST RECENT BALANCE SHEET" means the balance sheet contained
          within the Most Recent Financial Statements.

          "MOST RECENT FINANCIAL STATEMENTS" has the meaning set forth in
          Section 4(g) below.

          "MOST RECENT FISCAL MONTH END" has the meaning set forth in
          Section 4(g) below.

          "MOST RECENT FISCAL YEAR END" has the meaning set forth in
          Section 4(g) below.

          "MULTIEMPLOYER PLAN" has the meaning set forth in ERISA Section
          3(37).

          "OPTION REDEMPTION AGREEMENTS" has the meaning set forth in
          Section 6(h), below.

          "ORDINARY COURSE OF BUSINESS" means the ordinary course of
          business consistent with past custom and practice (including with
          respect to quantity and frequency).

          "PARTY" has the meaning set forth in the preface above.

          "PBGC" means the Pension Benefit Guaranty Corporation.

          "PERSON" means an individual, a partnership, a corporation, an
          association, a joint stock company, a trust, a joint venture, an
          unincorporated organization, or a governmental entity (or any
          department, agency, or political subdivision thereof).

          "PNW SHARE" means any share of any class and of any par or no-par
          value of PNW.

          "PROHIBITED TRANSACTION" has the meaning set forth in ERISA
          Section 406 and Code Section 4975.

          "PURCHASE PRICE" has the meaning set forth in Section 2(b) below.

          "REPORTABLE EVENT" has the meaning set forth in ERISA Section
          4043.

          "RETAINED EQUITY INTERESTS" has the meaning set forth in Section
          2(b)(iii).
     <PAGE>
          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of
          1934, as amended.

          "SECURITY INTEREST" means any mortgage, pledge, lien,
          encumbrance, charge, or other security interest, other than (a)
          mechanic's, materialmen's, and similar liens, (b) liens for taxes
          not yet due and payable, (c) purchase money liens and liens
          securing rental payments under capital lease arrangements, and
          (d) other liens arising in the Ordinary Course of Business and
          not incurred in connection with the borrowing of money.

          "SELLER" has the meaning set forth in the preface above.

          "SUBSIDIARY" means the following entities: WestCoast Hotel
          Marketing, Inc.; WestCoast Management, Inc.; Stewart Street
          Associates, Inc.; WestCoast Bellevue Inn, Inc.; WestCoast
          Executive Park Acquisition, Inc., WestCoast Hotel Properties,
          Inc., and the Bellevue Inn LLC.

          "SHAREHOLDERS AGREEMENT" has the meaning set forth in Section
          3(a)(vii) below.

          "THIRD PARTY CLAIM" has the meaning set forth in Section 9(d)
          below.

          "WESTCOAST" has the meaning set forth in the preface above.

          "WESTCOAST GROUP" means WestCoast Hotels, Inc.; Stewart Street
          Associates, Inc.; WestCoast Hotel Properties, Inc.; WestCoast
          Bellevue Inn, Inc.; WestCoast Executive Park Investment, Inc.;
          and WestCoast Marketing, Inc.

          "WESTCOAST SHARE" means any share of any class and of any par or
          no-par value of WestCoast.

          "WESTCOAST STOCK OPTIONS" has the meaning set forth in Section
          2(d).
     <PAGE>
     2.   PURCHASE AND SALE OF WESTCOAST SHARES.

          (a)  BASIC TRANSACTION.  On and subject to the terms and
               conditions of this Agreement, the Buyer agrees to purchase
               from each of the Sellers, and the Sellers collectively agree
               to sell to Buyer all of the WestCoast Shares (provided that
               all WestCoast Shares owned by Holdings shall be sold
               indirectly through a transfer by Johnson to Buyer of 100% of
               the issued and outstanding stock of PNW) and each of the
               Sellers individually agrees to sell to the Buyer, all of his
               or its WestCoast Shares for the consideration specified
               below in this Section 2

          (b)  PURCHASE PRICE.  In consideration for the sale of the
               Shares, the Buyer shall pay to the Sellers the following
               (the "Consideration"):

               (i)     $20,051,000 in immediately available US funds at
                       closing;

               (ii)    $6,000,000 in private bonds, which have been
                       approved as to form to be delivered to Sellers at
                       closing;

               (iii)   Transfer to Sellers of all of WestCoast's right,
                       title and interest in the entities listed at Exhibit
                       2(b)(iii) (collectively, together with the
                       assignment of the rights to the "Paramount" service
                       mark in the form agreed upon by the Parties, the
                       "Retained Equity Interests") through the execution
                       and delivery at closing of Assignment and Assumption
                       Agreements, which have been approved as to form;

               (iv)    The Excess Working Capital to be delivered at or
                       after Closing in accordance with Section 7(e) to be
                       allocated among the Shareholders in accordance with
                       their instructions; and

               (v)     For the purposes of determining the Consideration
                       stated in subsection (b)(i.) of this section, the
                       Buyer and Sellers have assumed that:

     (x)  the consolidated 1999 tax liability for the Holdings Group and
          WestCoast is Two Million and Six Hundred and Seventy-Five
          Thousand dollars ($2,675,000.00).  As part of the actions
          described in Section 7(f), for the 1999 tax audit prepared by
          Gunning, Stenson & Price, if the consolidated tax liability for
     <PAGE>
          the Holdings Group and WestCoast for 1999 as determined by
          Gunning & Stenson is more than $2,675,000, Sellers shall pay the
          excess amount; in the event the tax liability is less than
          $2,675,000, Buyer shall pay Sellers the difference on or before
          30 days from the completion of the Financial Reports described in
          Section 7(f) as an adjustment to the purchase price to be
          allocated among the Sellers in accordance with their
          instructions; and the tax liability shall account for any Federal
          Income Tax payments made on or about December 15, 1999; and

     (y)  that the agreements described in the Disclosure Schedule  for the
          Vancouver Gateway Hotel project are completed in a form approved
          by the Parties.  If that has not been completed by the Closing
          Date, the Consideration stated in subsection (b)(i.) of this
          section will be reduced by $210,000; and

     (z)  that the management agreement for the WestCoast Long Beach Hotel,
          in Long Beach, California remain in effect in its current form.
          Buyer authorizes WestCoast, in the exercise of its sole
          discretion prior to Closing, to terminate the existing management
          agreement for the Long Beach, California hotel prior to Closing
          and replace it with an agreement which allows cancellation by the
          owner upon 6 months prior notice and payment of a termination fee
          of $250,000.  In the event of such termination prior to Closing,
          the Consideration stated in subsection (b)(i.) of this section
          will be reduced by $500,000 and Buyer shall pay Sellers as
          deferred Compensation 50% of the management fee from the
          WestCoast Long Beach Hotel (if, as and when received) until such
          time as Sellers have received a total of $500,000(provided,
          however, that Buyer shall be solely entitled to any termination
          fee without splitting with Sellers).

          (c)  THE CONSIDERATION SHALL BE ALLOCATED AMONG THE SELLERS IN
               ACCORDANCE WITH EXHIBIT 2(C).

          (d)  OPTIONS.  As described in Section 6, prior to Closing
               Sellers shall have caused WestCoast to accomplish the
               complete execution and delivery of the Option Redemption
               Agreements in form approved by the Parties at a price of One
               Million Dollars ($1,000,000) in the aggregate to all of the
               holders of all outstanding options to purchase stock of
               WestCoast Hotels, Inc. 1998 Stock Option Plan (the
               "WestCoast Stock Options").  At Closing Buyer shall assume
               the obligations of WestCoast under the Option Redemption
               Agreements and pay One Million Dollars ($1,000,000) (gross
               payments, subject to applicable withholding obligations if
               any) in the aggregate to all of the holders in full

               satisfaction of all WestCoast Stock Options pursuant to the
               Option Redemption Agreements.  The employer portion of any
               taxes applicable to the Option Redemption payments shall be
               deemed to be an expense of WestCoast incurred on
               December 31, 1999 for purposes of the calculations described
               in Section 7(e).

          (e)  MARKETING MERGER.  As described in Section 6, prior to
               Closing Sellers shall have accomplished the merger of
               WestCoast Hotel Marketing, Inc. into WestCoast pursuant to
               RCW 23B.11.040 for all cash consideration and shall have
               completed the notices, disclosures and tender of payment
               required by RCW Chapter 23B.11 based upon the aggregate fair
               market value of the shares of the 10% minority shareholders
               (of which Gordon Sondland owns 70% of the 10%, or a 7%
               interest in WestCoast Hotel Marketing, Inc.; and Robert Dunn
               owns 30% of the 10%, or a 3% interest in WestCoast Hotel
               Marketing, Inc.) in WestCoast Hotel Marketing Inc. being
               $800,000.   At Closing, Buyer shall assume the obligations
               to pay all amounts due to the minority shareholder of
               WestCoast Hotel Marketing Inc. under RCW 23B.11.010,
               regardless of whether that amount is greater than or less
               than the $800,000 amount stipulated in this section.

          (f)  THE CLOSING.  Provided that all conditions described in
               Section 8 to the obligations of the Parties to consummate
               the transactions contemplated hereby have been satisfied or
               waived (other than conditions with respect to actions the
               respective Parties will take at the Closing itself), the
               closing of the transactions contemplated by this Agreement
               (the "Closing") shall take place at the offices of Graham &
               James LLP/Riddell Williams P.S. in Seattle, Washington on
               December 31, 1999 ("Closing Date").  The effective date of
               the transaction described in this Agreement ("Effective
               Date") shall be midnight of December 31, 1999, whether or
               not Closing has occurred by that date.  In order to
               conveniently effectuate Closing, the parties will cooperate
               to deposit all documents with Closing Agent under binding
               delivery instructions on December 30, 1999 and arrange for
               the transfer of all funds under binding delivery
               instructions by 11:00 a.m. Seattle time on the day of the
               Closing, but not earlier than December 31, 1999. To the
               extent that all conditions described in Section 8 to the
               obligations of the Parties to consummate the transactions
               contemplated hereby have not been satisfied or waived (other
               than conditions with respect to actions the respective
               Parties will take at the Closing itself) on or before
     <PAGE>
               December 31, 1999, the Closing Date shall be delayed until
               such conditions have been satisfied without modifying the
               Effective Date; provided however, in the event Closing does
               not occur prior to April 1, 2000, this Agreement shall
               automatically terminate with no penalty to either party,
               unless the failure to close is due to any material breaches
               of one of the Parties under this Agreement; and it is
               further provided, in the event this Agreement terminates the
               confidentiality Agreement previously entered into by the
               Parties shall remain in full force and effect.

          (g)  DELIVERIES AT THE CLOSING.  At the Closing, (i) the Sellers
               will deliver to the Buyer the various certificates,
               instruments, and documents referred to in Section 8(a)
               below, (ii) the Buyer will deliver to the Sellers the
               various certificates, instruments, and documents referred to
               in Section 8(b) below, (iii) each of the Sellers will
               deliver to the Buyer stock certificates representing all of
               his or its WestCoast Shares and Holdings Shares, endorsed in
               blank or accompanied by duly executed assignment documents,
               and (iv) the Buyer will deliver to each of the Sellers the
               Consideration specified in Section 2(b) above.

     3.   REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION.

          (a)  REPRESENTATIONS AND WARRANTIES OF THE SELLERS.  Each of the
               Sellers with respect to itself or himself represents and
               warrants to the Buyer that the statements contained in this
               Section 3(a) are correct and complete as of the date of this
               Agreement and will be correct and complete as of the Closing
               Date (as though made then and as though the Closing Date
               were substituted for the date of this Agreement throughout
               this Section 3(a)), subject to updating in connection with
               Section 5:

               (i)     ORGANIZATION, ACTIVITIES AND OWNERSHIP OF PNW AND
                       HOLDINGS.  Johnson represents:

                       (aa)  that PNW and Holdings are duly organized,
                             validly existing, and in good standing under
                             the laws of the state of Washington and
                             engaged in no activity other than the
                             ownership of WestCoast Shares and that Johnson
                             holds of record and owns beneficially the
                             number of PNW Shares set forth next to her
                             name in Section 3(a)(i) of the Disclosure
                             Schedule, which collectively represent all PNW
     <PAGE>
                             Shares, free and clear of any restrictions on
                             transfer (other than any restrictions under
                             the Securities Act and state securities laws),
                             Security Interests or purchase rights;

                       (bb)  and that PNW in turn holds of record and owns
                             beneficially the number of Holdings Shares set
                             forth next to its name in Section 3(a)(i) of
                             the Disclosure Schedule, which collectively
                             represent all Holdings Shares, free and clear
                             of any restrictions on transfer (other than
                             any restrictions under the Securities Act and
                             state securities laws), Security Interests or
                             purchase rights;

                       (cc)  and that neither Johnson nor PNW nor Holdings
                             is a party to any agreement that requires any
                             of Johnson or PNW or Holdings to sell,
                             transfer, or otherwise dispose of any capital
                             stock of PNW, Holdings or WestCoast (other
                             than this Agreement);

                       (dd)  and that neither Johnson nor PNW nor Holdings
                             is a party to any voting trust, proxy, or
                             other agreement or understanding with respect
                             to the voting of any capital stock of PNW or
                             Holdings or WestCoast, except for that certain
                             Shareholders Agreement among Sellers dated
                             June 1, 1997 (the "Shareholders Agreement")
                             which shall be terminated at or prior to
                             Closing;

                       (ee)  and that PNW was organized in 1999 solely to
                             serve as a holding company to own the stock of
                             Holdings and 832 Properties, Inc, whose sole
                             asset is a residence in Seattle; and PNW has
                             no operations or other assets or liabilities;

                       (ff)  and that Holdings has no other assets or
                             operations other than to own the stock of
                             WestCoast and Holdings has no operations or
                             other assets or liabilities.

                       (gg)  and that any declaration of Johnson which has
                             been approved as to form by the Parties in
                             connection with the transactions described in
                             this Agreement is true;
     <PAGE>
               (ii)    USRPHC.  Johnson, Holdings, and PNW represent that
                       none of WestCoast, PNW or Holdings is a United
                       States Real Property Holdings Company ("USRPHC")
                       within the meaning of Code Section 897(c)(2) during
                       the applicable period specified in Code Section
                       897(c)(1)(A)(ii); and Johnson, Holdings and PNW each
                       indemnify and hold Buyer harmless from all Adverse
                       Consequences arising from any determination that any
                       of WestCoast, Holdings or PNW is a USRPHC.

               (iii)   AUTHORIZATION OF TRANSACTION.  Each Seller
                       represents that it or he has full power and
                       authority (including, if a Seller is a corporation,
                       full corporate power and authority) to execute and
                       deliver this Agreement and to perform its or his
                       obligations hereunder.  This Agreement constitutes
                       the valid and legally binding obligation of each
                       Seller, enforceable in accordance with its terms and
                       conditions. Except as reflected in the Disclosure
                       Schedule, each Seller need not give any notice to,
                       make any filing with, or obtain any authorization,
                       consent, or approval of any government or
                       governmental agency in order to consummate the
                       transactions contemplated by this Agreement which
                       has not been obtained as of the execution of this
                       Agreement.

               (iv)    NONCONTRAVENTION.  Each of the Sellers represents
                       that no third party has any right to preclude the
                       Sellers from agreeing to and consummating all the
                       transactions contemplated by this Agreement.  In
                       addition, each of the Sellers represents, to the
                       Knowledge of Sellers, that neither the execution and
                       the delivery of this Agreement, nor the consummation
                       of the transactions contemplated hereby, will (A)
                       violate any constitution, statute, regulation, rule,
                       injunction, judgment, order, decree, ruling, charge,
                       or other restriction of any government, governmental
                       agency, or court to which any of the Sellers is
                       subject or any provision of its charter or bylaws or
                       (B) conflict with, result in a breach of, constitute
                       a default under, result in the acceleration of,
                       create in any party the right to accelerate,
                       terminate, modify, or cancel, or require any notice
                       under any agreement, contract, lease, license,
                       instrument, or other arrangement to which any of the
                       Sellers is a party or by which it or he is bound or
                       to which any of its or his assets is subject.
     <PAGE>
               (v)     BROKERS' FEES.  Each of the Sellers represents that
                       it or he has no liability or obligation to pay any
                       fees or commissions to any broker, finder, or agent
                       with respect to the transactions contemplated by
                       this Agreement for which the Buyer could become
                       liable or obligated.

               (vi)    INVESTMENT.  Each of the Sellers:  (A) understands
                       that the Buyer Bonds have not been, and will not be,
                       registered under the Securities Act, or under any
                       state securities laws, and are being offered and
                       sold in reliance upon federal and state exemptions
                       for transactions not involving any public offering,
                       (B) is acquiring the Buyer Bonds solely for its or
                       his own account for investment purposes, and not
                       with a view to the distribution thereof, except as
                       permitted under the terms of the Bond, (C) is a
                       sophisticated investor with knowledge and experience
                       in business and financial matters, (D) has received
                       certain information concerning the Buyer and has had
                       the opportunity to obtain additional information as
                       desired in order to evaluate the merits and the
                       risks inherent in holding the Buyer Bonds, (E) is
                       able to bear the economic risk and lack of liquidity
                       inherent in holding the Buyer Bonds, and (F) is an
                       Accredited Investor.

               (vii)   WESTCOAST SHARES.  Each of the Sellers holds of
                       record and owns beneficially the number of WestCoast
                       Shares set forth next to its or his name in Section
                       3(a)(vii) of the Disclosure Schedule, which
                       collectively represent all WestCoast Shares, free
                       and clear of any restrictions on transfer (other
                       than any restrictions under the Securities Act and
                       state securities laws), Security Interests or
                       purchase rights.  None of the Sellers is a party to
                       any purchase right that requires any of the Sellers
                       to sell, transfer, or otherwise dispose of any
                       capital stock of WestCoast (other than this
                       Agreement and the CCI Loans which will be terminated
                       prior to, or at, closing).  None of the Sellers is a
                       party to any voting trust, proxy, or other agreement
                       or understanding with respect to the voting of any
                       capital stock of WestCoast, except for that certain
                       Shareholders Agreement among Sellers dated June 1,
                       1997 which shall be terminated at or prior to
                       Closing.
     <PAGE>
               (viii)  THE SELLERS ARE NOT RELYING ON ANY REPRESENTATIONS
                       MADE BY OR ON BEHALF OF THE BUYER EXCEPT AS
                       EXPLICITLY SET FORTH IN THIS AGREEMENT.

               (ix)    DISCLOSURE.  The representations and warranties
                       contained in this Section 3(a) do not contain any
                       untrue statement of a material fact or omit to state
                       any material fact necessary in order to make the
                       statements and information contained in this Section
                       3(a) not misleading.

          (b)  REPRESENTATIONS AND WARRANTIES OF THE BUYER.  The Buyer
               represents and warrants to the Sellers that the statements
               contained in this Section 3(b) are correct and complete as
               of the date of this Agreement and will be correct and
               complete as of the Closing Date (as though made then and as
               though the Closing Date were substituted for the date of
               this Agreement throughout this Section 3(b), subject to
               updating in accordance with Section 5.

               (i)     ORGANIZATION OF THE BUYER.  The Buyer is a
                       corporation duly organized, validly existing, and in
                       good standing under the laws of the jurisdiction of
                       its incorporation.

               (ii)    AUTHORIZATION OF TRANSACTION.  The Buyer has full
                       power and authority (including full corporate power
                       and authority) to execute and deliver this Agreement
                       and to perform its obligations hereunder.  This
                       Agreement constitutes the valid and legally binding
                       obligation of the Buyer, enforceable in accordance
                       with its terms and conditions.  The Buyer need not
                       give any notice to, make any filing with, or obtain
                       any authorization, consent, or approval of any
                       government or governmental agency in order to
                       consummate the transactions contemplated by this
                       Agreement which has not been obtained at the time of
                       execution of this Agreement.

               (iii)   NONCONTRAVENTION.  Neither the execution and the
                       delivery of this Agreement, nor the consummation of
                       the transactions contemplated hereby, will (A)
                       violate any constitution, statute, regulation, rule,
                       injunction, judgment, order, decree, ruling, charge,
                       or other restriction of any government, governmental
                       agency, or court to which the Buyer is subject or
                       any provision of its charter or bylaws or (B)
     <PAGE>
                       conflict with, result in a breach of, constitute a
                       default under, result in the acceleration of, create
                       in any party the right to accelerate, terminate,
                       modify, or cancel, or require any notice under any
                       agreement, contract, lease, license, instrument, or
                       other arrangement to which the Buyer is a party or
                       by which it is bound or to which any of its assets
                       is subject, except for obligations Buyer may have to
                       disclose the transactions contemplated by this
                       Agreement to the public pursuant to applicable laws
                       and regulations.

               (iv)    BROKERS' FEES.  The Buyer has no liability or
                       obligation to pay any fees or commissions to any
                       broker, finder, or agent with respect to the
                       transactions contemplated by this Agreement for
                       which any Seller could become liable or obligated.

               (v)     INVESTMENT.  The Buyer is not acquiring WestCoast
                       Shares with a view to or for sale in connection with
                       any distribution thereof within the meaning of the
                       Securities Act.

               (vi)    BUYER BONDS.  The Buyer Bonds issued to the Sellers
                       as part of the Consideration will be issued in
                       compliance with the Securities Act, the Securities
                       Exchange Act and related state securities
                       regulations, have been authorized and are
                       enforceable in accordance with their terms and
                       conditions.  No event has occurred since the date of
                       the Buyer's latest quarterly filings with the
                       Securities and Exchange Commission which would
                       prevent Buyer from performing its obligations under
                       the Buyer Bonds.

               (vii)   RELIANCE.  The Buyer is not relying on any
                       representations made by or on behalf of the Sellers
                       except as explicitly set forth in this Agreement.

               (viii)  DISCLOSURE.  The representations and warranties
                       contained in this Section 3(b) do not contain any
                       untrue statement of a material fact or omit to state
                       any material fact necessary in order to make the
                       statements and information contained in this Section
                       3(b) not misleading.
     <PAGE>
     4.   REPRESENTATIONS AND WARRANTIES CONCERNING WESTCOAST AND ITS
          SUBSIDIARIES.

          The Sellers represent and warrant to the Buyer that the
          statements contained in this Section 4 are correct and complete
          as of the date of this Agreement and will be correct and complete
          as of the Closing Date (as though made then and as though the
          Closing Date were substituted for the date of this Agreement
          throughout this Section 4), subject to updating in accordance
          with Section 5.

          (a)  ORGANIZATION, QUALIFICATION, AND CORPORATE POWER.  Each of
               WestCoast and its Subsidiaries is duly organized, validly
               existing, and in good standing under the laws of the
               jurisdiction of its formation.  Each of WestCoast and its
               Subsidiaries is duly authorized to conduct business and is
               in good standing under the laws of each jurisdiction where
               such qualification is required, except where the lack of
               such qualification would not have material Adverse
               Consequences on the business, financial condition,
               operations, or results of operations, of WestCoast and its
               Subsidiaries.  Each of WestCoast and its Subsidiaries has
               full power and authority to carry on the businesses in which
               they are engaged and to own and use the properties owned and
               used by them. Section 4(a) of the Disclosure Schedule lists
               the directors and officers (or members) of each of WestCoast
               and its Subsidiaries.

          (b)  CAPITALIZATION.  The entire authorized capital stock of
               WestCoast consists of 80,000 shares of Class A Common Stock,
               of which 80,000 shares are issued and outstanding (all of
               which are owned of record by Holdings), and 25,263 shares of
               Class B Common Stock, of which 20,000 shares are issued and
               outstanding (of which 10,000 shares are owned of record by
               Olson and 10,000 are owned of record by Bashaw), which
               together comprise all of the WestCoast Shares.  All of the
               issued and outstanding WestCoast Shares have been duly
               authorized, are validly issued, fully paid, and
               nonassessable, and are held of record by the respective
               Sellers as set forth above. There are no outstanding or
               authorized options, warrants, purchase rights, subscription
               rights, conversion rights, exchange rights, or other
               contracts or commitments that could require WestCoast to
               issue, sell, or otherwise cause to become outstanding any of
               its capital stock except for the WestCoast Stock Options
               which will be redeemed at Closing in accordance with
               Sections 2 and 6.  Except as described in the Disclosure
     <PAGE>
               Schedule, there are no outstanding or authorized stock
               appreciation, phantom stock, profit participation, or
               similar rights with respect to WestCoast.  There are no
               voting trusts, proxies, or other agreements or
               understandings with respect to the voting of the capital
               stock of WestCoast other than the Shareholders Agreement
               which shall be terminated at Closing.

          (c)  NONCONTRAVENTION. To the Knowledge of Sellers, neither the
               execution and the delivery of this Agreement, nor the
               consummation of the transactions contemplated hereby, will
               (i) violate any constitution, statute, regulation, rule,
               injunction, judgment, order, decree, ruling, charge, or
               other restriction of any government, governmental agency, or
               court to which any of WestCoast and its Subsidiaries is
               subject or any provision of the charter or bylaws of any of
               WestCoast and its Subsidiaries or (ii) except as reflected
               in the Disclosure Schedule, conflict with, result in a
               breach of, constitute a default under, result in the
               acceleration of, create in any party the right to
               accelerate, terminate, modify, or cancel, or require any
               notice under any agreement, contract, lease, license,
               instrument, or other arrangement to which any of WestCoast
               and its Subsidiaries is a party or by which it is bound or
               to which any of its assets is subject (or result in the
               imposition of any Security Interest upon any of its assets),
               except for such which will be satisfied by obtaining, prior
               to Closing, consents to the transactions contemplated by
               this Agreement or  where the violation, conflict, breach,
               default, acceleration, termination, modification,
               cancellation, failure to give notice, or Security Interest
               would not have material Adverse Consequences on the
               business, financial condition, operations or results of
               operations of WestCoast and its Subsidiaries or on the
               ability of the Parties to consummate the transactions
               contemplated by this Agreement.  None of WestCoast and its
               Subsidiaries is required to give any notice to, make any
               filing with, or obtain any authorization, consent, or
               approval of any government or governmental agency in order
               for the Parties to consummate the transactions contemplated
               by this Agreement, except where such notice or filing will
               be accomplished prior to Closing or the failure to give
               notice, to file, or to obtain any authorization, consent, or
               approval would not have material Adverse Consequences on the
               business, finacial condition, operations or results of
               operations of WestCoast and its Subsidiaries or on the
               ability of the Parties to consummate the transactions
     <PAGE>
               contemplated by this Agreement.  Notwithstanding the
               foregoing, the Parties have agreed that no filing is
               required under the Hart-Scott-Rodino Act in connection with
               this transaction; and all Parties are aware that certain
               filings or consents may be required with various state
               agencies in connection with the regulation of liquor sales.

          (d)  BROKERS' FEES.  None of WestCoast and its Subsidiaries has
               any liability or obligation to pay any fees or commissions
               to any broker, finder, or agent with respect to the
               transactions contemplated by this Agreement.

          (e)  TITLE TO ASSETS.  WestCoast and its Subsidiaries have good
               and marketable title to, or a valid leasehold interest in,
               the properties and assets reflected on the Most Recent
               Balance Sheet or acquired after the date thereof, free and
               clear of all Security Interests, except for:  Security
               Interests reflected on the most recent Balance Sheet;
               Security Interests listed on the Disclosure Schedule; and
               properties and assets disposed of in the Ordinary Course of
               Business since the date of the Most Recent Balance Sheet.

          (f)  SUBSIDIARIES.  Each of the Subsidiaries is formed under the
               laws of the State of Washington, and WestCoast owns all of
               the issued and outstanding stock, membership interests or
               limited partnership interests, as applicable, of each of the
               Subsidiaries except for the Bellevue Inn LLC and WestCoast
               Hotel Marketing, Inc. (which is in the process of being
               merged into WestCoast) and all of the issued and outstanding
               shares of capital stock of each corporate Subsidiary have
               been duly authorized and are validly issued, fully paid, and
               nonassessable.  WestCoast holds of record and owns
               beneficially all of the outstanding shares of each corporate
               Subsidiary, free and clear of any restrictions on transfer
               (other than restrictions under the Securities Act and state
               securities laws), Security Interests or purchase rights.
               WestCoast Bellevue Inn, Inc. holds of record and owns
               beneficially 50% of the outstanding membership interests of
               Bellevue Inn LLC.  Except as set forth in Section 4(f) of
               the Disclosure Schedule, there are no outstanding or
               authorized options, warrants, purchase rights, subscription
               rights, conversion rights, exchange rights, or other
               contracts or commitments that could require any of WestCoast
               or its Subsidiaries to sell, transfer, or otherwise dispose
               of any capital stock, membership interest or partnership
               interest of any of the Subsidiaries.  There are no
               outstanding stock appreciation, phantom stock, profit
     <PAGE>
               participation, or similar rights with respect to any
               Subsidiary.  Except as set forth in Section 4(f) of the
               Disclosure Schedule, there are no voting trusts, proxies, or
               other agreements or understandings with respect to the
               voting of any capital stock, partnership interest or
               membership interest held by any Subsidiary of WestCoast.

          (g)  FINANCIAL STATEMENTS.  The Sellers have provided to Buyer
               the following financial statements (collectively the
               "Financial Statements"): (i) audited consolidated balance
               sheets and statements of income, changes in stockholders'
               equity, and cash flow as of and for the fiscal years ended
               December 31, 1994, 1995, 1996, 1997 and 1998, (the "Most
               Recent Fiscal Year End") for WestCoast and its wholly owned
               Subsidiaries; and (ii) unaudited consolidated balance sheets
               and statements of income (the "Most Recent Financial
               Statements") as of and for the 10 months ended October 31,
               1999 (the "Most Recent Fiscal Month End") for WestCoast and
               its wholly owned Subsidiaries; and (iii) will provide to
               Buyer the updated Most Recent Fiscal Month End through the
               end of each subsequent month by the 20th of the following
               month, a yearly financial statement 45 days after year-end,
               and an audited financial statement by February 29, 2000.
               The Financial Statements (including the notes thereto) have
               been and will be prepared in accordance with GAAP applied on
               a consistent basis throughout the periods covered thereby
               and present fairly the financial condition of WestCoast and
               its Subsidiaries as of such dates and the results of
               operations of WestCoast and its Subsidiaries for such
               periods; provided, however, that the Most Recent Financial
               Statements are subject to normal year-end adjustments (which
               will not be material individually or in the aggregate) and
               lack footnotes and other presentation items.

          (h)  EVENTS SUBSEQUENT TO MOST RECENT FISCAL MONTH END.  Since
               the Most Recent Fiscal Month End, there has not been any
               changes in the business, financial condition, operations, or
               results of operations of WestCoast and its Subsidiaries
               which would have material Adverse Consequences, taken as a
               whole.  Without limiting the generality of the foregoing,
               since that date and except as described on the Disclosure
               Schedule:

               (i)     none of WestCoast and its Subsidiaries has sold,
                       leased, transferred, or assigned any material
                       assets, tangible or intangible, outside the Ordinary
                       Course of Business;
     <PAGE>
               (ii)    none of WestCoast and its Subsidiaries has entered
                       into any material agreement, contract, lease, or
                       license outside the Ordinary Course of Business;

               (iii)   no party (including any of WestCoast and its
                       Subsidiaries) has accelerated, terminated, made
                       material modifications to, or canceled any material
                       agreement, contract, lease, or license to which any
                       of WestCoast and its Subsidiaries is a party or by
                       which any of them is bound;

               (iv)    none of WestCoast and its Subsidiaries has imposed
                       any Security Interest upon any of its assets,
                       tangible or intangible;

               (v)     none of WestCoast and its Subsidiaries has made any
                       material capital expenditures outside the Ordinary
                       Course of Business;

               (vi)    none of WestCoast and its Subsidiaries has made any
                       material capital investment in, or any material loan
                       to, any other Person outside the Ordinary Course of
                       Business;

               (vii)   WestCoast and its Subsidiaries have not created,
                       incurred, assumed, or guaranteed aggregate
                       indebtedness for borrowed money and capitalized
                       lease obligations  except to replace or refinance an
                       equal amount of previously existing indebtedness;

               (viii)  none of WestCoast and its Subsidiaries has granted
                       any license or sublicense of any material rights
                       under or with respect to any Intellectual Property
                       except for marketing agreements in the Ordinary
                       Course of Business;

               (ix)    there has been no change made or authorized in the
                       charter or bylaws of any of WestCoast and its
                       Subsidiaries;

               (x)     none of WestCoast and its Subsidiaries has issued,
                       sold, or otherwise disposed of any of its capital
                       stock, partnership interests or membership
                       interests, as applicable, or granted any options,
                       warrants, or other rights to purchase or obtain
                       (including upon conversion, exchange, or exercise)
                       any of its capital stock, partnership interests or
                       membership interests, as applicable;
     <PAGE>
               (xi)    none of WestCoast and its Subsidiaries has declared,
                       set aside, or paid any dividend or made any
                       distribution to its partners or members, as
                       applicable, or with respect to its capital stock
                       (whether in cash or in kind) or redeemed, purchased,
                       or otherwise acquired any of its capital stock or
                       any of its partners' or members' partnership or
                       membership interest, as applicable, except in the
                       Ordinary Course of Business of a Subsidiary;

               (xii)   none of WestCoast and its Subsidiaries has
                       experienced any material damage, destruction, or
                       loss (whether or not covered by insurance) to its
                       property;

               (xiii)  none of WestCoast and its Subsidiaries has made any
                       loan to, or entered into any other transaction with,
                       any of its directors, officers, and employees
                       outside the Ordinary Course of Business;

               (xiv)   none of WestCoast and its Subsidiaries has entered
                       into any employment contract or collective
                       bargaining agreement, written or oral, or modified
                       the terms of any existing such contract or
                       agreement;

               (xv)    none of WestCoast and its Subsidiaries has granted
                       any increase in the base compensation of any of its
                       directors, officers, and employees outside the
                       Ordinary Course of Business;

               (xvi)   none of WestCoast and its Subsidiaries has adopted,
                       amended, modified, or terminated any bonus, profit-
                       sharing, incentive, severance, or other plan,
                       contract, or commitment for the benefit of any of
                       its directors, officers, and employees (or taken any
                       such action with respect to any other Employee
                       Benefit Plan);

               (xvii)  none of WestCoast and its Subsidiaries has made any
                       other material change in employment terms for any of
                       its directors, officers, and employees outside the
                       Ordinary Course of Business; and

               (xviii) none of WestCoast and its Subsidiaries has committed
                       to any of the foregoing.
     <PAGE>
          (i)  UNDISCLOSED LIABILITIES.  To the Knowledge of Sellers, none
               of WestCoast and its Subsidiaries has any liability, which
               would have material Adverse Consequences except for (i)
               liabilities set forth on the face of the Most Recent Balance
               Sheet (rather than in any notes thereto); (ii) liabilities
               which have arisen after the Most Recent Fiscal Month End in
               the Ordinary Course of Business; (iii) liabilities disclosed
               in the Disclosure Schedule; and (iv) liabilities not within
               the Knowledge of any of the Sellers resulting from
               operations in the Ordinary Course of Business.

          (j)  LEGAL COMPLIANCE.  To the Sellers' Knowledge, each of
               WestCoast and its Subsidiaries has materially complied with
               all applicable laws (including rules, regulations, codes,
               plans, injunctions, judgments, orders, decrees, rulings, and
               charges thereunder) of federal, state, local, and foreign
               governments (and all agencies thereof), and no action, suit,
               proceeding, hearing, investigation, charge, complaint,
               claim, demand, or notice has been filed or commenced against
               any of them alleging any failure so to comply, except where
               the failure to comply would not have a material adverse
               effect on the business, financial condition, operations, or
               results of operations of WestCoast and its Subsidiaries.

          (k)  TAX MATTERS.  Johnson, Olson and Bashaw make the following
               representations on behalf of the WestCoast Group (as if it
               were not consolidated for tax purposes with the Holdings
               Group); and Johnson, in addition, makes the following
               representations with respect to the Holdings Group (as if it
               were not consolidated for tax purposes with WestCoast
               Group):

               (i)     Each of Holdings, WestCoast and its Subsidiaries has
                       filed all Income Tax Returns that it was required to
                       file. All such Income Tax Returns were correct and
                       complete in all material respects. All Income Taxes
                       owed by any of Holdings, WestCoast and its
                       Subsidiaries have been paid. None of WestCoast and
                       its Subsidiaries (whether or not shown on any Income
                       Tax Return) currently is the beneficiary of any
                       extension of time within which to file any Income
                       Tax Return.

               (ii)    There is no material dispute or claim concerning any
                       Income Tax liability of any of Holdings, WestCoast
                       and its Subsidiaries either (A) claimed or raised by
                       any authority in writing or (B) as to which any of
     <PAGE>
                       the Sellers has Knowledge based upon personal
                       contact with any agent of such authority.

               (iii)   Holdings, WestCoast and Subsidiaries have filed all
                       tax returns required for the last six years.  None
                       of those Income Tax Returns are currently the
                       subject of audit.  The Sellers have delivered to the
                       Buyer correct and complete copies of all federal
                       Income Tax Returns, examination reports, and
                       statements of deficiencies assessed against, or
                       agreed to by any of Holdings, WestCoast and its
                       Subsidiaries since 1993.  None of Holdings,
                       WestCoast and its Subsidiaries has waived any
                       statute of limitations in respect of Income Taxes or
                       agreed to any extension of time with respect to an
                       Income Tax assessment or deficiency.

               (iv)    None of Holdings, WestCoast and its Subsidiaries has
                       filed a consent under Code Section 341(f) concerning
                       collapsible corporations.  None of Holdings,
                       WestCoast and its Subsidiaries has made any material
                       payments, is obligated to make any material
                       payments, or is a party to any agreement that under
                       certain circumstances could obligate it to make any
                       material payments that will not be deductible under
                       Code Section 280G. None of Holdings, WestCoast and
                       its Subsidiaries is a party to any tax allocation or
                       sharing agreement.  None of Holdings, WestCoast and
                       its Subsidiaries (A) has been a member of an
                       Affiliated Group filing a consolidated federal
                       Income Tax Return (other than a group the common
                       parent of which was Holdings) or (B) has any
                       liability for the taxes of any Person (other than
                       any of WestCoast and its Subsidiaries) under Reg.
                       Section 1.1502-6 (or any similar provision of state,
                       local, or foreign law), as a transferee or
                       successor, by contract, or otherwise.

               (v)     The unpaid Income Taxes of Holdings, WestCoast and
                       its Subsidiaries (A) did not, as of the Most Recent
                       Fiscal Month End, exceed by any material amount the
                       reserve for Income Tax liability (rather than any
                       reserve for deferred taxes established to reflect
                       timing differences between book and tax income) set
                       forth on the face of the Most Recent Balance Sheet
                       (rather than in any notes thereto) and (B) will not
                       exceed by any material amount that reserve as
     <PAGE>
                       adjusted for operations and transactions through the
                       Closing Date in accordance with the past custom and
                       practice of Holdings, WestCoast and its Subsidiaries
                       in filing their Income Tax Returns plus all tax
                       liabilities arising out of the transfer of the
                       Retained Equity Interests.

               (vi)    WestCoast is not a United States Real Property
                       Holdings Company within the meaning of Code Section
                       897(c)(2) during the applicable period specified in
                       Code Section 897(c)(1)(A)(ii).

          (l)  REAL PROPERTY.

               Section 4(l)(i) of the Disclosure Schedule lists and
               describes briefly all real property that any of WestCoast
               and its Subsidiaries owns or leases. With respect to each
               such parcel of owned real property, except as disclosed in
               Section 4(l)(i):

               (A)     WestCoast or its Subsidiary has good and marketable
                       fee title or leasehold title to the parcel of real
                       property, free and clear of any Security Interest
                       except those listed at Section 4(l)(i) of the
                       Disclosure Schedule, easement;

               (B)     there are no pending or, to the Knowledge of any of
                       the Sellers, threatened condemnation proceedings,
                       lawsuits, or administrative actions relating to the
                       property or other matters affecting materially and
                       adversely the current use, occupancy, or value
                       thereof;

               (C)     to the Knowledge of Sellers, the legal description
                       for the parcel contained in the deed or lease
                       thereof describes such parcel fully and adequately,
                       the buildings and improvements are located within
                       the boundary lines of the described parcels of land,
                       are not in material violation of applicable setback
                       requirements, zoning laws, and ordinances (and none
                       of the properties or buildings or improvements
                       thereon are subject to "permitted non-conforming
                       use" or "permitted non-conforming structure"
                       classifications), and do not encroach on any
                       easement which may burden the land;
     <PAGE>
               (D)     to the Knowledge of Sellers, all facilities have
                       received all approvals of governmental authorities
                       (including material licenses and permits) required
                       in connection with the ownership or operation
                       thereof, and have been operated and maintained in
                       accordance with applicable laws, rules, and
                       regulations in all material respects;

               (E)     there are no leases, subleases, licenses,
                       concessions, or other agreements, written or oral,
                       granting to any party or parties other than
                       WestCoast or its Subsidiary the right of use or
                       occupancy of any portion of the parcel of real
                       property;

               (F)     there are no outstanding options or rights of first
                       refusal to purchase the parcel of real property, or
                       any portion thereof or interest therein, except
                       those for which WestCoast or its Subsidiary is the
                       optionee;

               (G)     there are no parties (other than WestCoast and its
                       Subsidiaries) in possession of the parcel of real
                       property, other than tenants under any leases
                       disclosed in Section 4(l)(i) of the Disclosure
                       Schedule who are in possession of space to which
                       they are entitled.

          (m)  INTELLECTUAL PROPERTY.

               (i)     WestCoast holds the Intellectual Property
                       registrations listed in the Disclosure Schedule.
                       Except as listed on the Disclosure Schedule, none of
                       WestCoast and its Subsidiaries has interfered with,
                       infringed upon, misappropriated, or violated any
                       material Intellectual Property rights of third
                       parties in any material respect, and none of the
                       Sellers, WestCoast or the Subsidiaries has ever
                       received any charge, complaint, claim, demand, or
                       notice alleging any such interference, infringement,
                       misappropriation, or violation (including any claim
                       that any of WestCoast and its Subsidiaries must
                       license or refrain from using any Intellectual
                       Property rights of any third party). To the
                       Knowledge of any of the Sellers, no third party is
                       interfering with, infringed upon, misappropriated,
                       or violated any material Intellectual Property
     <PAGE>
                       rights of any of WestCoast and its Subsidiaries in
                       any material respect.

               (ii)    Section 4(m)(ii) of the Disclosure Schedule
                       identifies each material license, agreement, or
                       other permission which any of WestCoast and its
                       Subsidiaries has granted to any third party with
                       respect to any of its Intellectual Property
                       (together with any exceptions) other than rights to
                       use the name "WestCoast," granted in connection with
                       a Joint Marketing Agreement with WestCoast Hotel
                       Members, Inc. The Sellers have delivered to the
                       Buyer correct and complete copies of all such
                       licenses, agreements, and permissions (as amended to
                       date). Section 4(m)(ii) of the Disclosure Schedule
                       also identifies each material trade name or
                       unregistered trademark used by any of WestCoast and
                       its Subsidiaries in connection with any of its
                       businesses.  With respect to each item of
                       Intellectual Property required to be identified in
                       Section 4(m)(i) or (ii) of the Disclosure Schedule:

                       (A)   WestCoast and its Subsidiaries possess all
                             right, title, and interest in and to the item,
                             free and clear of any Security Interest,
                             license, or other restriction;

                       (B)   the item is not subject to any outstanding
                             injunction, judgment, order, decree, ruling,
                             or charge;

                       (C)   no action, suit, proceeding, hearing,
                             investigation, charge, complaint, claim, or
                             demand is pending or, to the Knowledge of any
                             of the Sellers, is threatened which challenges
                             the legality, validity, enforceability, use,
                             or ownership of the item; and

                       (D)   none of WestCoast and its Subsidiaries has
                             ever agreed to indemnify any Person for or
                             against any interference, infringement,
                             misappropriation, or other conflict with
                             respect to the item.

               (iii)   Section 4(m)(iii) of the Disclosure Schedule
                       identifies each material item of Intellectual
                       Property that any third party owns and that any of
                       WestCoast and its Subsidiaries uses pursuant to
     <PAGE>

                       license, sublicense, agreement, or permission other
                       than commercially available software licenses.  The
                       Sellers have delivered to the Buyer correct and
                       complete copies of all such licenses, sublicenses,
                       agreements, and permissions (as amended to date).
                       With respect to each item of Intellectual Property
                       required to be identified in Section 4(m)(iii) of
                       the Disclosure Schedule:

                       (A)   the license, sublicense, agreement, or
                             permission covering the item is legal, valid,
                             binding, enforceable, and in full force and
                             effect in all material respects;

                       (B)   no party to the license, sublicense,
                             agreement, or permission is in material breach
                             or default, and no event has occurred which
                             with notice or lapse of time would constitute
                             a material breach or default or permit
                             termination, modification, or acceleration
                             thereunder;

                       (C)   no party to the license, sublicense,
                             agreement, or permission has repudiated any
                             material provision thereof; and

                       (D)   none of WestCoast and its Subsidiaries has
                             granted any sublicense or similar right with
                             respect to the license, sublicense, agreement,
                             or permission.

          (n)  TANGIBLE ASSETS.  The buildings, machinery, equipment, and
               other tangible assets that WestCoast and its Subsidiaries
               own and lease are on the Closing Date in sufficient
               operating condition for the operations of WestCoast and its
               Subsidiaries as they are presently conducted.

          (o)  INVENTORY.  The inventory of WestCoast and its Subsidiaries
               consists of supplies, all of which are merchantable and fit
               for the purpose for which they were procured.

          (p)  CONTRACTS.  The Sellers have provided to Buyer access to or
               copies of, as requested by Buyer, the following material
               contracts and other agreements as listed on the Disclosure
               Schedule to which any of WestCoast and its Subsidiaries is a
               party:
     <PAGE>
               (i)     all agreements (or group of related agreements) for
                       the lease of personal property to or from any Person
                       providing for lease payments in excess of $50,000
                       per annum;

               (ii)    all agreements (or group of related agreements) for
                       the purchase or sale of raw materials, commodities,
                       supplies, products, or other personal property, or
                       for the furnishing or receipt of services, involve
                       annual consideration in excess of $50,000, which
                       cannot be terminated by notice of 90 days without
                       penalty;

               (iii)   all agreements concerning partnerships or joint
                       ventures;

               (iv)    all agreements (or group of related agreements)
                       under which it has created, incurred, assumed, or
                       guaranteed any indebtedness for borrowed money, or
                       any capitalized lease obligation or under which it
                       has imposed a Security Interest on any of its
                       assets, tangible or intangible;

               (v)     all material agreements concerning confidentiality
                       or noncompetition;

               (vi)    all material agreements with any of the Sellers and
                       their Affiliates (other than WestCoast and its
                       Subsidiaries);

               (vii)   all currently existing profit sharing, stock option,
                       stock purchase, stock appreciation, deferred
                       compensation, severance, or other material plans or
                       arrangements for the benefit of its current or
                       former directors, officers, and employees;

               (viii)  all collective bargaining agreements;

               (ix)    all agreements at the WestCoast or wholly owned
                       subsidiary level for the employment of any
                       individual on a full-time, part-time, consulting, or
                       other basis providing annual compensation in excess
                       of $50,000 or providing material severance benefits;

               (x)     all agreements under which it has advanced or loaned
                       any amount to any of its directors, officers, and
                       employees outside the Ordinary Course of Business;
     <PAGE>
               (xi)    all other agreements which require payments from
                       WestCoast or any of the Subsidiaries in excess of
                       $50,000 per year, which cannot be terminated by
                       WestCoast or a Subsidiary on notice of 90 days or
                       less.

               To the best of Seller's knowledge, the Sellers have provided
               to Buyer access to or copies of, as requested by Buyer, each
               complete written agreement listed in Section 4(p) of the
               Disclosure Schedule (as amended to date) and have provided
               to Buyer a written summary setting forth the material terms
               and conditions of each oral agreement referred to in Section
               4(p) of the Disclosure Schedule. With respect to each such
               agreement: (A) the agreement is legal, valid, binding,
               enforceable, and in full force and effect in all material
               respects; (B) no party is in material breach or default, and
               no event has occurred which with notice or lapse of time
               would constitute a material breach or default, or permit
               termination, modification, or acceleration, under the
               agreement; and (C) no party has repudiated any material
               provision of the agreement.

               (q)     NOTES AND ACCOUNTS RECEIVABLE.  All notes and
                       accounts receivable of WestCoast and its
                       Subsidiaries are reflected properly on their books
                       and records in accordance with GAAP, are valid
                       receivables subject to no setoffs or counterclaims,
                       are current and collectible, subject only to the
                       reserve for bad debts set forth on the face of the
                       Most Recent Balance Sheet (rather than in any notes
                       thereto) as adjusted for operations and transactions
                       through the Closing Date in accordance with the past
                       custom and practice of WestCoast and its
                       Subsidiaries.

               (r)     POWERS OF ATTORNEY.  To the Knowledge of any of the
                       Sellers, there are no material outstanding powers of
                       attorney executed on behalf of any of WestCoast or
                       any of its Subsidiaries.

               (s)     INSURANCE.  To the Knowledge of Sellers, the Sellers
                       have provided to Buyer access to or copies of, as
                       requested by Buyer, each material insurance policy
                       (including policies providing property, casualty,
                       liability, and workers' compensation coverage and
     <PAGE>
                       bond and surety arrangements) with respect to which
                       any of WestCoast and its Subsidiaries is a party, a
                       named insured, or otherwise the beneficiary of
                       coverage.  With respect to each such insurance
                       policy: (A) the policy is legal, valid, binding,
                       enforceable, and in full force and effect in all
                       material respects; (B) neither any of WestCoast and
                       its Subsidiaries nor any other party to the policy
                       is in material breach or default (including with
                       respect to the payment of premiums or the giving of
                       notices), and no event has occurred which, with
                       notice or the lapse of time, would constitute such a
                       material breach or default, or permit termination,
                       modification, or acceleration, under the policy; and
                       (C) no party to the policy has repudiated any
                       material provision thereof. Section 4(s) of the
                       Disclosure Schedule describes any material self-
                       insurance arrangements affecting any of WestCoast
                       and its Subsidiaries.

          (t)  LITIGATION.  To the Knowledge of Sellers, Section 4(t) of
               the Disclosure Schedule sets forth each instance in which
               any of WestCoast and its Subsidiaries (i) is subject to any
               outstanding injunction, judgment, order, decree, ruling, or
               charge or (ii) is a party or, to the Knowledge of any of the
               Sellers, is threatened to be made a party to any action,
               suit, proceeding, hearing, or investigation of, in, or
               before any court or quasi-judicial or administrative agency
               of any federal, state, local, or foreign jurisdiction or
               before any arbitrator.

          (u)  Reserved.

          (v)  Reserved.

          (w)  EMPLOYEES.  Except as set forth in Section 4(w) of the
               Disclosure Schedule, none of WestCoast and its Subsidiaries
               is a party to or bound by any collective bargaining
               agreement, nor is any of them currently experiencing any
               strike or material grievance, claim of unfair labor
               practices, or other collective bargaining dispute which
               remains unresolved.  None of the Sellers has any Knowledge
               of any organizational effort presently being made or
               threatened by or on behalf of any labor union with respect
               to employees of any of WestCoast and its Subsidiaries.
               Except for Olson and Bashaw, whose current employment
               agreements are being terminated at Closing, all agreements
     <PAGE>
               relating to employment for employees of WestCoast or at the
               SeaTac or Bellevue properties may be terminated at will,
               following the end of the Transition Agreement to be
               delivered at Closing in accordance with Section 8 without
               payment of other than then accrued wages and benefits (with
               the exception of the obligation to purchase options
               described in Section 2 (d)) except to the extent such right
               to terminate is restricted by applicable laws and
               regulations and vacation pay accruals for WestCoast
               employees who work at individual hotels whose payroll
               expense is charged against individual hotels in accordance
               with WestCoast practice but for which accruals are not
               maintained on WestCoast books.

          (x)  EMPLOYEE BENEFITS.

               (i)     Section 4(x) of the Disclosure Schedule lists each
                       Employee Benefit Plan that any of WestCoast and its
                       Subsidiaries maintains or to which any of WestCoast
                       and its Subsidiaries contributes or has any
                       obligation to contribute.

                       (A)   Each such Employee Benefit Plan (and each
                             related trust, insurance contract, or fund)
                             complies in form and in operation in all
                             material respects with the applicable
                             requirements of ERISA, the Code, and other
                             applicable laws.

                       (B)   All required reports and descriptions
                             (including Form 5500 Annual Reports, summary
                             annual reports, PBGC-l's, and summary plan
                             descriptions) have been timely filed and
                             distributed appropriately with respect to each
                             such Employee Benefit Plan. The requirements
                             of COBRA have been met in all material
                             respects with respect to each such Employee
                             Benefit Plan which is an Employee Welfare
                             Benefit Plan.

                       (C)   All contributions (including all employer
                             contributions and employee salary reduction
                             contributions) which are due have been paid to
                             each such Employee Benefit Plan which is an
                             Employee Pension Benefit Plan and all
                             contributions for any period ending on or
                             before the Closing Date which are not yet due
     <PAGE>
                             have been paid to each such Employee Pension
                             Benefit Plan or accrued in accordance with the
                             past custom and practice of WestCoast and its
                             Subsidiaries. All premiums or other payments
                             for all periods ending on or before the
                             Closing Date have been paid with respect to
                             each such Employee Benefit Plan which is an
                             Employee Welfare Benefit Plan.

                       (D)   Each such Employee Benefit Plan which is an
                             Employee Pension Benefit Plan meets the
                             requirements of a "qualified plan" under Code
                             Section 401(a), has received, within the last
                             two years, a favorable determination letter
                             from the Internal Revenue Service that it is a
                             "qualified plan," and Seller is not aware of
                             any facts or circumstances that could result
                             in the revocation of such determination
                             letter.

                       (E)   Except as set forth in Section 4(x)(i)(E) of
                             the Disclosure Schedule, the market value of
                             assets under each such Employee Benefit Plan
                             which is an Employee Pension Benefit Plan
                             (other than any Multiemployer Plan) equals or
                             exceeds the present value of all vested and
                             nonvested liabilities thereunder determined in
                             accordance with PBGC methods, factors, and
                             assumptions applicable to an Employee Pension
                             Benefit Plan terminating on the date for
                             determination.

                       (F)   The Sellers have provided to Buyer access to
                             or copies of, as requested by Buyer, the plan
                             documents and summary plan descriptions, the
                             most recent determination letter received from
                             the Internal Revenue Service, the most recent
                             Form 5500 Annual Report, and all related trust
                             agreements, insurance contracts, and other
                             funding agreements which implement each such
                             Employee Benefit Plan.

               (ii)    With respect to each Employee Benefit Plan that any
                       of WestCoast, its Subsidiaries, and any ERISA
                       Affiliate maintains or ever has maintained or to
                       which any of them contributes, ever has contributed,
                       or ever has been required to contribute:
     <PAGE>
                       (A)   No such Employee Benefit Plan which is an
                             Employee Pension Benefit Plan (other than any
                             Multiemployer Plan) has been completely or
                             partially terminated or been the subject of a
                             Reportable Event as to which notices would be
                             required to be filed with the PBGC. No
                             proceeding by the PBGC to terminate any such
                             Employee Pension Benefit Plan (other than any
                             Multiemployer Plan) has been instituted or, to
                             the Knowledge of any of the Sellers and the
                             directors and officers of WestCoast and its
                             Subsidiaries, threatened.

                       (B)   There have been no Prohibited Transactions
                             with respect to any such Employee Benefit
                             Plan. No Fiduciary has any liability for
                             material breach of fiduciary duty or any other
                             material failure to act or comply in
                             connection with the administration or
                             investment of the assets of any such Employee
                             Benefit Plan. No action, suit, proceeding,
                             hearing, or investigation with respect to the
                             administration or the investment of the assets
                             of any such Employee Benefit Plan (other than
                             routine claims for benefits) is pending or, to
                             the Knowledge of any of the Sellers and the
                             directors and officers of WestCoast and its
                             Subsidiaries, threatened.

                       (C)   None of WestCoast and its Subsidiaries has
                             incurred any material liability (whether known
                             or unknown, whether asserted or unasserted,
                             whether absolute or contingent, whether
                             accrued or unaccrued, whether liquidated or
                             unliquidated, and whether due or to become
                             due) to the PBGC (other than PBGC premium
                             payments) or otherwise under Title IV of ERISA
                             (including any withdrawal liability as defined
                             in ERISA Section 4201) or under the Code with
                             respect to any such Employee Benefit Plan
                             which is an Employee Pension Benefit Plan.

               (iii)   Except as set forth in Section 4(x)(iii) of the
                       Disclosure Schedule, none of WestCoast, its
                       Subsidiaries, and the other members of the
                       Controlled Group that includes WestCoast and it
                       Subsidiaries contributes to any Multiemployer Plan
     <PAGE>
                       or has any material liability, including any
                       withdrawal liability (as defined in ERISA Section
                       4201), under any Multiemployer Plan.

               (iv)    None of WestCoast and its Subsidiaries maintains or
                       ever has maintained or contributes, ever has
                       contributed, or ever has been required to contribute
                       to any Employee Welfare Benefit Plan providing
                       medical, health, or life insurance or other welfare-
                       type benefits for current or future retired or
                       terminated employees, their spouses, or their
                       dependents (other than in accordance with COBRA).

          (y)  GUARANTIES.  Except as set forth in Section 4(y) of the
               Disclosure Schedule.  None of WestCoast and its Subsidiaries
               is a guarantor or otherwise is responsible for any liability
               or obligation (including indebtedness) of any other Person.

          (Z)  ENVIRONMENT, HEALTH, AND SAFETY MATTERS.

               (i)     To the Knowledge of the Sellers, each of WestCoast
                       and its Subsidiaries has complied and is in
                       compliance, in each case in all material respects,
                       with all Environmental, Health, and Safety
                       Requirements.

               (ii)    Without limiting the generality of the foregoing, to
                       the Knowledge of the Sellers, each of WestCoast and
                       its Subsidiaries has obtained, has complied, and is
                       in compliance with, in each case in all material
                       respects, all material permits, licenses and other
                       authorizations that are required pursuant to
                       Environmental, Health, and Safety Requirements for
                       the occupation of its facilities and the operation
                       of its business.

               (iii)   To the Knowledge of the Sellers, none of WestCoast
                       or its Subsidiaries has received any written or oral
                       notice, report or other information regarding any
                       actual or alleged material violation of
                       Environmental, Health, and Safety Requirements, or
                       any material liabilities or potential material
                       liabilities (whether accrued, absolute, contingent,
                       unliquidated or otherwise), including any material
                       investigatory, remedial or corrective obligations,
                       relating to any of them or its facilities arising
                       under Environmental, Health, and Safety
                       Requirements.
     <PAGE>
               (iv)    To the Knowledge of Sellers, except as set forth on
                       Section 4(z) of the Disclosure Schedule, none of the
                       following exists at any property owned or leased by
                       WestCoast or its Subsidiaries: (1) underground
                       storage tanks, (2) asbestos-containing material in
                       any friable and damaged form or condition, (3)
                       materials or equipment containing polychlorinated
                       biphenyls, or (4) landfills, surface impoundments,
                       or disposal areas.

               (v)     To the Knowledge of Sellers, none of WestCoast or
                       its Subsidiaries has treated, stored, disposed of,
                       arranged for or permitted the disposal of,
                       transported, handled, or released any substance,
                       including without limitation any hazardous
                       substance, or owned or operated any property or
                       facility (and no such property or facility is
                       contaminated by any such substance) in a manner that
                       has given rise to material liabilities, including
                       any material liability for response costs,
                       corrective action costs, personal injury, property
                       damage, natural resources damages or attorney fees,
                       pursuant to the Comprehensive Environmental
                       Response, Compensation and Liability Act of 1980, as
                       amended ("CERCLA") or the Solid Waste Disposal Act,
                       as amended ("SWDA") or any other Environmental,
                       Health, and Safety Requirements.

               (vi)    Neither this Agreement nor the consummation of the
                       transaction that is the subject of this Agreement
                       will result in any material obligations for site
                       investigation or cleanup, or notification to or
                       consent of government agencies or third parties,
                       pursuant to any of the so-called "transaction-
                       triggered" or "responsible property transfer"
                       Environmental, Health, and Safety Requirements.

          (aa) CERTAIN BUSINESS RELATIONSHIPS WITH WESTCOAST AND ITS
               SUBSIDIARIES.  Except as described in the Disclosure
               Statement, none of the Sellers and their Affiliates owns any
               material asset, tangible or intangible, which is used in the
               business of any of WestCoast and its Subsidiaries.
     <PAGE>
          (bb) DISCLOSURE.  The representations and warranties contained in
               this Section 4 do not contain any untrue statement of a
               material fact or omit to state any material fact necessary
               in order to make the statements and information contained in
               this Section 4 not misleading.

          (cc) LIMITATION ON REPRESENTATIONS AS TO CERTAIN SUBSIDIARIES.
               Sellers represent and warrant that to their Knowledge, no
               material liabilities have arisen and no material contractual
               obligations have been incurred by the Vance Hotel Associates
               Limited Partnership and the Executive Park Acquisitions
               Limited Partnership since the effective date of the loans
               from Archon Financial L.P. and Sellers agree to provide to
               Buyer complete copies of the disclosure documents provided
               to Archon Financial L.P. that enabled Archon Financial L.P.
               to provide the above-mentioned loans prior to the Effective
               Date.

     5.   UPDATING OF REPRESENTATIONS AND WARRANTIES.

          Each of the Parties shall be entitled to update its or his
          representations and warranties contained in Section 3 and 4 by
          written notice (an "Updating Notice") delivered to the other
          Parties between the date of this Agreement and December 29, 1999;
          provided that any such Updating Notice may only reflect events,
          conditions or facts of which Sellers acquired Knowledge or Buyer
          became aware subsequent to the date of this Agreement and
          provided that the Party delivering the notice has not caused the
          event, condition or fact which is the subject of the Updating
          Notice.  Upon receipt of an Updating Notice containing a
          disclosure which reasonably causes or will reasonable cause the
          recipient to suffer material Adverse Consequences, the recipient
          shall have the right to terminate this Agreement without any
          further obligation hereunder.

          In the event that the recipient of the Updating Notice elects to
          close despite noncompliance by the Party delivering the Updating
          Notice with Section 6(c) or 6(b), the noncompliance reflected in
          the Updating Notice shall be deemed waived.
     <PAGE>
     6.   PRE-CLOSING COVENANTS.

          The Parties agree as follows with respect to the period between
          the execution of this Agreement and the Closing.

          (a)  GENERAL.  Each of the Parties will use his or its reasonable
               best efforts to take all action and to do all things
               necessary in order to consummate and make effective the
               transactions contemplated by this Agreement (including
               satisfaction, but not waiver, of the closing conditions set
               forth in Section 8 below).

          (b)  NOTICES AND CONSENTS.  To the extent not already given or
               obtained, the Sellers will cause each of WestCoast and its
               Subsidiaries to give any notices to third parties, and will
               obtain any third party consents which are material to the
               business of WestCoast and/or of its Subsidiaries in
               connection with the matters referred to in Section 4(c)
               above.  Each of the Parties will (and the Sellers will cause
               each of WestCoast and its Subsidiaries to) give any notices
               to, make any filings with, and use its reasonable best
               efforts to obtain any authorizations, consents, and
               approvals of governments and governmental agencies in
               connection with the matters referred to in Section 3(a)(ii),
               Section 3(b)(ii), and Section 4(c) above.

          (c)  OPERATION OF BUSINESS.  The Sellers will not cause or permit
               any of WestCoast and its Subsidiaries to engage in any
               practice, take any action, or enter into any transaction
               outside the Ordinary Course of Business. Without limiting
               the generality of the foregoing, except as reflected in the
               Disclosure Schedule with reference to this Section, the
               Sellers will not cause or permit any of WestCoast and its
               Subsidiaries to (i) declare, set aside, or pay any dividend
               or make any distribution with respect to its capital stock
               or redeem, purchase, or otherwise acquire any of its capital
               stock, or (ii) otherwise engage in any practice, take any
               action, or enter into any transaction of the sort described
               in Section 4(h) above without the prior written consent of
               Buyer, which consent shall not be unreasonably withheld.
               The existing Sprint long distance contract will be continued
               without replacement on a month to month basis to allow Buyer
               to negotiate a replacement long distance contract following
               Closing.  In the event that Wildcat and Buyer agree to
               participate in a long-term long distance telephone contract
               following Closing, the parties will negotiate any payment
               following Closing.
     <PAGE>
          (d)  PRESERVATION OF BUSINESS.  The Sellers will cause each of
               WestCoast and its Subsidiaries to keep its business and
               properties substantially intact, including its present
               operations, physical facilities, working conditions, and
               relationships with lessors, licensors, suppliers, customers,
               and employees; provided that the Buyer is aware that certain
               employees of WestCoast have been offered employment by the
               Sellers.

          (e)  FULL ACCESS.  Between the Effective Date of this Agreement
               and the Closing Date, each of the Sellers will permit, and
               the Sellers will cause each of WestCoast and its
               Subsidiaries to permit, representatives of the Buyer to have
               full access at all reasonable times, and in a manner so as
               not to interfere with the normal business operations of
               WestCoast and its Subsidiaries, to all premises, properties,
               personnel, books, records (including tax records),
               contracts, and documents of or pertaining to each of
               WestCoast and its Subsidiaries.  The Buyer will treat and
               hold as such any Confidential Information it receives from
               any of the Sellers, WestCoast, and its Subsidiaries in the
               course of the reviews contemplated by this Section 6(e),
               will not use any of the Confidential Information except in
               connection with this Agreement.

          (f)  NOTICE OF DEVELOPMENTS.  The Sellers will give prompt
               written notice to the Buyer of any material adverse
               development causing a breach of any of the representations
               and warranties in Section 4 above.  Each Party will give
               prompt written notice to the others of any material adverse
               development causing a breach of any of his or its own
               representations and warranties in Section 3 above.

          (g)  EXCLUSIVITY.  None of the Sellers will (and the Sellers will
               not cause or permit any of WestCoast and its Subsidiaries
               to) (i) solicit, initiate, or encourage the submission of
               any proposal or offer from any Person relating to the
               acquisition of any capital stock or other voting securities,
               or any substantial portion of the assets, of any of
               WestCoast and its Subsidiaries (including any acquisition
               structured as a merger, consolidation, or share exchange)
               except those specifically contemplated by this Agreement; or
               (ii) participate in any discussions or negotiations
               regarding, furnish any information with respect to, assist
               or participate in, or facilitate in any other manner any
               effort or attempt by any Person to do or seek any of the
               foregoing. None of the Sellers will vote their WestCoast
     <PAGE>
               Shares in favor of any such acquisition structured as a
               merger, consolidation, or share exchange.

          (h)  OPTION REDEMPTION AGREEMENTS.  Prior to December 30, 1999,
               Sellers shall have caused WestCoast to accomplish the
               complete execution and delivery of the Option Redemption
               Agreements at a price of One Million Dollars ($1,000,000) in
               the aggregate to all of the holders of all outstanding
               options to purchase stock of WestCoast Hotels, Inc. 1998
               Stock Option Plan (the "WestCoast Stock Options").  The
               Option Redemption Agreements shall be contingent upon the
               Closing and shall be subject to the Buyer's prior approval,
               which approval Buyer may withhold in Buyer's reasonable
               discretion.

          (i)  DEBT OBLIGATIONS.  Prior to December 30, 1999, the Sellers
               shall obtain releases (which may be contingent on Closing)
               from all debts or guaranties under which PNW or Holdings or
               WestCoast or their Subsidiaries is a debtor or guarantor or
               any asset of WestCoast or its Subsidiaries is security,
               except for any debt or guaranty by WestCoast or its
               Subsidiaries as (i) the loan from Seafirst Bank to WestCoast
               Hotel Properties, Inc. secured by the leasehold interest in
               the WestCoast SeaTac Hotel; (ii) the loan from Archon
               Financial to Medallion Bellevue Inn, L.L.C. secured by a
               deed of trust on the Best Western Bellevue Inn; (iii)  the
               loan from U.S. bank in the original principal amount of
               $2,650,000 for the Best Western Bellevue Inn which Buyer
               will pay at Closing; and (iv) that certain loan from the
               Sakagami Corporation to WestCoast Maui Coast LLC providing
               for the principal amount of $13,400,000 for which WestCoast
               has provided a guarantee (the "Maui Guarantee").  The Maui
               Guarantee may remain in effect at and following Closing,
               provided that the Sellers shall jointly and severally
               defend, indemnify and hold WestCoast harmless against any
               Adverse Consequences resulting from the Maui Guarantee after
               Closing, and provided further that Sellers shall provide
               Buyer with a demand letter of credit from U. S. Bank in the
               full amount of the Maui Guarantee callable immediately upon
               any demand being made upon the Maui Guarantee or failure to
               renew the letter of credit a minimum of 30 days prior to its
               expiration.
     <PAGE>
          (j)  TERMINATION OF AGREEMENTS.  Prior to December 30, 1999, the
               Sellers shall cause all agreements of PNW or Holdings or
               WestCoast or their Subsidiaries with or for the benefit of
               Sellers or their Affiliates to be terminated except for
               those agreements listed on the Disclosure Schedule which do
               not specify they are being terminated, and provide Buyer
               with reasonable evidence of such terminations.  Such
               terminations may be contingent upon Closing.

          (k)  ACCOUNTING AGREEMENT.  Prior to Closing, Sellers shall
               obtain an agreement for the benefit of PNN/Holdings and
               Buyer for the provision of the accounting services described
               in Section 7 (e) and (f).

          (l)  BELLEVUE INN AGREEMENT MODIFICATIONS.  Prior to Closing,
               Sellers shall cause the agreements between Bellevue Inn LLC
               and Medallion Bellevue Inn, LLC to be modified substantially
               in the form provided to Buyer, with the addition of any
               consents of Lessor required to the transactions contemplated
               by this Agreement.

          (m)  WESTCOAST MANAGEMENT.  Prior to Closing, Sellers shall cause
               the formation of WestCoast Management Inc. in the form
               previously provided to Buyer and the transfer in the form
               previously provided to Buyer of the management and marketing
               agreements described in the Bashaw and Olson employment
               agreements to WestCoast Management.

          (n)  MERGER OF MARKETING INC. INTO WESTCOAST.  Prior to December
               30, 1999 Sellers shall have accomplished the merger of
               WestCoast Hotel Marketing, Inc. into WestCoast pursuant to
               RCW 23B.11.040 for all cash consideration and shall have
               completed the notices and disclosures required by RCW
               Chapter 23B.11 based upon the aggregate fair market value of
               the shares of the 10% minority shareholders in WestCoast
               Marketing Inc being $800,000, which is based upon the fair
               market value of a 100% interest in WestCoast Hotel Marketing
               Inc. being valued at $8 million in the judgment of Sellers
               and Buyer, and reflects no discount for the minority status
               of the 10% interest.

          (o)  Merger of Holdings into PNW and Elimination of 832
               Properties Johnson, Holdings and PNW shall have eliminated
               (at Closing) 832 Properties, Inc. as a subsidiary of PNW and
               shall have merged Holdings into PNW, with all Adverse
               Consequences arising from these transactions being the sole
               responsibility of Johnson to the extent not already
               accounted for in Section 2(b)(v).
     <PAGE>
     7.   POST-CLOSING COVENANTS.

          The Parties agree as follows with respect to the period following
          the Closing.

          (a)  GENERAL.  In case at any time after the Closing any further
               action is necessary to carry out the purposes of this
               Agreement, each of the Parties will take such further action
               (including the execution and delivery of such further
               instruments and documents) as any other Party reasonably may
               request, all at the sole cost and expense of the requesting
               Party (unless the requesting Party is entitled to
               indemnification therefor under Section 9 below).  From and
               after the Closing, the Buyer will be entitled to possession
               of all documents, books, records (including tax records),
               agreements, and financial data of any sort relating to PNW,
               Holdings, WestCoast and its Subsidiaries which Buyer shall
               retain in accordance with its standard corporate policy
               regarding retention of records; and the Sellers shall be
               entitled to review and copy any of that material relating to
               periods prior to Closing, upon reasonable notice to Buyer
               following Closing.

          (b)  LITIGATION SUPPORT.  In the event and for so long as any
               Party actively is contesting or defending against any
               action, suit, proceeding, hearing, investigation, charge,
               complaint, claim, or demand in connection with (i) any
               transaction contemplated under this Agreement or (ii) any
               fact, situation, circumstance, status, condition, activity,
               practice, plan, occurrence, event, incident, action, failure
               to act, or transaction on or prior to the Closing Date
               involving any of PNW, Holdings, WestCoast and its
               Subsidiaries, each of the other Parties will cooperate with
               him or it and his or its counsel in the contest or defense,
               make available their personnel, and provide such testimony
               and access to their books and records as shall be necessary
               in connection with the contest or defense, all at the sole
               cost and expense of the contesting or defending Party
               (unless the contesting or defending Party is entitled to
               indemnification therefor under Section 9 below).

          (c)  TRANSITION AGREEMENT.  The parties will comply with the
               terms of the Transition Agreement.
     <PAGE>
          (d)  CONFIDENTIALITY.  The Buyer and Sellers will treat and hold
               as such all of the Confidential Information, refrain from
               using any of the Confidential Information except in
               connection with this Agreement.  In the event that the Buyer
               or any of the Sellers is requested or required (by oral
               question or request for information or documents in any
               legal proceeding, interrogatory, subpoena, civil
               investigative demand, or similar process) to disclose any
               Confidential Information (the "Disclosing Party"), the
               Disclosing Party will notify the other Party promptly of the
               request or requirement so that the other Party may seek an
               appropriate protective order or waive compliance with the
               provisions of this Section 7(d).  If, in the absence of a
               protective order or the receipt of a waiver hereunder, the
               Disclosing Party is, on the advice of counsel, compelled to
               disclose any Confidential Information to any tribunal or
               else stand liable for contempt, the Disclosing Party may
               disclose the Confidential Information to the tribunal;
               provided, however, that the Disclosing Party shall use its
               reasonable best efforts to obtain, at the reasonable request
               of the other Party, an order or other assurance that
               confidential treatment will be accorded to such portion of
               the Confidential Information required to be disclosed as the
               other Party shall designate.

          (e)  EXCESS WORKING CAPITAL. Within sixty (60) days following the
               Closing, the Sellers shall cause the accounting firm of
               Gunning, Stenson & Price (the "Accountants"), the regular
               outside accounting firm for WestCoast, Holdings, and PNW, to
               prepare an audited, consolidated balance sheet for the
               WestCoast, Holdings, and PNW and their subsidiaries ( the
               Holding Group and the WestCoast Group), prepared as of the
               Effective Date in accordance with GAAP ("Closing Balance
               Sheet"), stated as though all the Retained Equity Interests
               have been removed. As part of the preparation of the audited
               balance sheets, the Accountants shall calculate the amount,
               if any, of Excess Working Capital for the WestCoast,
               Holdings, PNW, and subsidiaries as of the Effective Date.
               ("Excess Working Capital" means the amount, if any, by which
               current assets for the consolidated Holdings Group and
               WestCoast Group exceeds current liabilities for the group on
               the Effective Date).  Current assets shall be determined in
               accordance with GAAP and shall include, but not limited to,
               cash, restricted cash according to loan escrow requirements
               (reduced by any amounts required for replacement or FF&E
               reserves), health care cash, reserves for property taxes and
               property/casualty insurance, marketable securities, accounts
     <PAGE>
               receivable, inventories, prepaid expenses, and deposits.
               With respect to entities in which WestCoast has an equity
               interest of less than 100%, Excess Working Capital shall be
               calculated for each of those entities and that amount shall
               be multiplied by the equity percentage ownership of
               WestCoast (either directly or through wholly owned
               affiliates).  Current liabilities will be determined in
               accordance with GAAP as of the Effective Date and will
               include but not limited to: accounts payable, accrued
               expenses, accrued payroll and related taxes, accrued
               vacation benefits, accrued sales/room/business occupancy
               taxes, reserves for incurred but not reported health
               insurance claims, property taxes, current maturities (which
               are principal amounts payable within one year excluding the
               CCI Loan and U.S. Bank loan for the Bellevue Inn LLC),
               advance deposits for future business, except income taxes
               which shall be excluded from this calculation to the extent
               they were included in the adjustment to the purchase price.
               For purposes of this calculation, the Parties agree that
               WestCoast owns 100% of the SeaTac Hotel, 100% of WestCoast
               Hotel Properties, Inc., 15% of the Vance Hotel Limited
               Partnership, .3% of the Executive Park Limited Partnership,
               7.1% of the Shoreview Associates Limited Partnership (which
               owns the Hotel La Jolla,) and 90% of WestCoast Hotel
               Marketing, Inc.  A sample calculation is attached as Exhibit
               7 e for illustration only. The Buyer and its accountants
               shall have the right to review the calculation of Exces
               Working Capital and have access to the detailed financial
               records utilized by the Accountants in making the
               determination.  In the event the Buyer objects to the
               calculation of the Excess Working Capital in writing within
               thirty (30) days following delivery of the Closing Balance
               Sheet and Excess Working Capital calculation, the dispute
               shall be resolved by arbitration in accordance with Section
               12.  In the event the Buyer does not object to the
               calculation of Excess Working Capital or in the event the
               amount of Excess Working Capital is determined through
               arbitration or agreement of the Parties, Excess Working
               Capital, if any, shall be paid to the Sellers within ten
               (10) days following that determination to the extent that
               the Excess Working Capital constitutes cash.  In the event
               the Excess Working Capital does not constitute cash, Buyer
               shall cause WestCoast to continue collection of the accounts
               receivable at the Effective Date, through the exercise of
               commercially reasonable collection efforts, and pay to
               Sellers cash received through such efforts, on a monthly
               basis for 12 months following Closing.  In the event Excess
     <PAGE>
               Working Capital is a deficit the Seller shall pay to Buyer
               within ten (10) days the amount required to bring the Excess
               Working Capital calculation to zero.

               During the period starting on the Effective Date through the
               Closing Date Seller will cause all revenue and expenses
               reasonably attributed to the Retained Equity Interests, the
               compensation of Rod Olson, Michael Bashaw, and 25% of all
               other WestCoast corporate office and personnel expenses to
               be charged to the Retained Equity Interests books.

          (f)  1999 YEAR END AUDIT.  Sellers will retain the accounting
               firm of  Gunning, Stenson & Price to complete an audit
               report prior to February 28, 2000 of WC Coast Holdings, Inc.
               which will also reflect the consolidated operations of
               WestCoast Hotels, Inc. and its Subsidiaries as of and for
               the year ended December 31, 1999, the audit shall be in a
               form that meets the Securities and Exchange Commission
               requirements for filing in an 8-K/A.  The financial
               information to be included in the Form 8-K/A is as follows:

               Audited financial statements of WC Coast Holdings, Inc
               including WestCoast Hotels, Inc. and its subsidiaries (WC
               Coast) as of December 31, 1999 for the year then ended.

               Pro forma balance sheet reflecting the distribution of
               Retained Equity Assets to Sellers in accordance with Section
               2 as of the Closing Date.

               Pro forma balance sheet and income statement, which reflects
               the distribution of the Retained Equity Assets as though the
               transaction had been completed as of January 1, 1999.

               Explanatory Footnotes to the Pro Forma Statements.

          A copy of a Financial Statement Disclosure Checklist has been
          delivered to Gunning, Stenson & Price to help ensure that all SEC
          financial statement requirements have been met. Gunning, Stenson
          & Price as auditors of WC Coast will consent to their audit
          report being included in Purchaser's Form 8-K/A.  They will
          accomplish this by giving the Purchaser a manually signed audit
          opinion. The form of consent which Gunning, Stenson & Price will
          use in order to document and transmit their manually signed
          opinion to the Purchaser in March prior to filing of the Form 8-
          K/A has been provided to Gunning Stenson & Price.
     <PAGE>
          (g)  BENEFITS PROVIDED TO OFFICERS AND DIRECTORS.  All of the
               rights of exculpation and indemnification provided to the
               officers and directors of the WestCoast Group as stated in
               the Articles and Bylaws in effect as of the Effective Date
               shall remain in full force and effect after the Closing Date
               as to any obligations thereunder as of the Effective Date
               and if any of the Articles and Bylaws in effect as of the
               Effective Date for the WestCoast Group are amended, such
               amendment shall have no application to any officer and
               director who was an officer and director prior to the
               Closing Date.

     8.   CONDITIONS TO OBLIGATION TO CLOSE.

          (a)  CONDITIONS TO OBLIGATION OF THE BUYER.  The obligation of
               the Buyer to consummate the transactions to be performed by
               it in connection with the Closing is subject to satisfaction
               of the following conditions:

               (i)     the representations and warranties set forth in
                       Section 3(a) and Section 4 above shall be true and
                       correct in all material respects at and as of the
                       Closing Date;

               (ii)    the Sellers shall have performed and complied with
                       all of their covenants hereunder in all material
                       respects through the Closing;

               (iii)   WestCoast and the Sellers shall have procured all of
                       the material third party consents listed on Schedule
                       8(a) 3 of the Disclosure Schedule.

               (iv)    no action, suit, or proceeding shall be pending
                       before any court or quasi-judicial or administrative
                       agency of any federal, state, local, or foreign
                       jurisdiction or before any arbitrator wherein an
                       unfavorable injunction, judgment, order, decree,
                       ruling, or charge would (A) prevent consummation of
                       any of the transactions contemplated by this
                       Agreement, (B) cause any of the transactions
                       contemplated by this Agreement to be rescinded
                       following consummation, (C) affect adversely the
                       right of the Buyer to own WestCoast Shares and to
                       control WestCoast and its Subsidiaries, or (D)
                       affect materially and adversely the right of any of
                       WestCoast and its Subsidiaries to own its assets and
                       to operate its businesses (and no such injunction,
     <PAGE>
                       judgment, order, decree, ruling, or charge shall be
                       in effect).

               (v)     the Sellers shall have delivered to the Buyer a
                       certificate to the effect that each of the
                       conditions specified above in Section 8(a)(i)-(iv)
                       is satisfied in all respects;

               (vi)    the Buyer shall have received from counsel to the
                       Holdings Group an opinion or opinions (including but
                       not limited to an opinion from Counsel to Holdings
                       relating to existence, powers and ownership rights
                       of Holdings, which has been approved as to form) in
                       form and substance subject to the reasonable
                       approval of Buyer, addressed to the Buyer, and dated
                       as of the Closing Date;

               (vii)   Buyer and Olson shall have entered into the
                       Executive Services and Non-Competition Agreement,
                       which has been approved as to form;

               (viii)  Buyer and Bashaw shall have entered into the
                       Executive Services and Non-Competition Agreement,
                       which has been approved as to form;

               (ix)    Buyer and Sellers shall have entered into the
                       Transition Agreement, which has been approved as to
                       form;

               (x)     Buyer shall have simultaneously closed the
                       acquisition of all of the ownership of the equity of
                       Bellevue Inn LLC which is not owned by WestCoast for
                       a total acquisition price of $1,250,000 cash and
                       $1,000,000 in Buyer Bonds under the terms of the
                       Membership Interest Purchase Agreement in the form
                       which has been approved by the parties;

               (xi)    WestCoast shall have obtained the commitment of the
                       lender for the CCI Loan to deposit with U.S. Bank
                       for delivery on Closing to Buyer all WestCoast
                       Shares and any other security held for the CCI Loan
                       and to accept at Closing $4,500,000 in complete
                       payment of the CCI loans (with any excess over
                       $4,500,000 to be paid by Sellers as part of the
                       process described in Section 7(e)) and Sellers shall
                       arrange for the release of the WestCoast Share
                       certificates and any other security upon payment of
                       the $4,500,000 by the Closing Date;
     <PAGE>
               (xii)   The Sellers shall have obtained agreements from each
                       holder of WestCoast Stock Options sufficient to
                       redeem all of the WestCoast Stock Options at Closing
                       with the funds described in Section 2;

               (xiii)  WestCoast and WestCoast Hotel Marketing, Inc. shall
                       have been merged;

               (xiv)   The Buyer shall have received the resignations,
                       effective as of the Closing Date, of each director
                       and officer of Holdings, WestCoast and its wholly
                       owned Subsidiaries, or Sellers shall have removed
                       such officers and directors;

               (xv)    All actions to be taken by the Sellers in connection
                       with consummation of the transactions contemplated
                       hereby and all certificates, opinions, instruments,
                       and other documents required to effect the
                       transactions contemplated hereby will be reasonably
                       satisfactory in form and substance to the Buyer;

               (xvi)   Sellers shall have performed their obligations under
                       the covenants described in Section 6; and

               (xvii)  Sellers shall have obtained the modification of the
                       marketing agreements for the Maui and Seattle
                       Paramount properties in the form provided in the
                       Commission Agreement.

          The Buyer may waive any condition specified in this Section 8(a)
          if it executes a writing so stating at or prior to the Closing.

          (b)  CONDITIONS TO OBLIGATION OF THE SELLERS.  The obligation of
               the Sellers to consummate the transactions to be performed
               by them in connection with the Closing is subject to
               satisfaction of the following conditions:

               (i)     the representations and warranties set forth in
                       Section 3(b) above shall be true and correct in all
                       material respects at and as of the Closing Date;

               (ii)    the Buyer shall have performed and complied with all
                       of its covenants hereunder in all material respects
                       through the Closing;
     <PAGE>
               (iii)   no action, suit, or proceeding shall be pending
                       before any court or quasi-judicial or administrative
                       agency of any federal, state, local, or foreign
                       jurisdiction or before any arbitrator wherein an
                       unfavorable injunction, judgment, order, decree,
                       ruling, or charge would (A) prevent performance by
                       Buyer of any of the transactions contemplated by
                       this Agreement or (B) cause any of the transactions
                       contemplated by this Agreement to be rescinded by
                       Buyer following consummation (and no such
                       injunction, judgment, order, decree, ruling, or
                       charge shall be in effect);

               (iv)    the Buyer shall have delivered to the Sellers a
                       certificate to the effect that each of the
                       conditions specified above in Section 8(b)(i)-(iii)
                       is satisfied in all respects;

               (v)     Buyer shall have executed the Assignment and
                       Assumption Agreement in substantially the form
                       approved by the Parties.

               (vi)    Buyer shall have executed the Buyer Bonds in the
                       form approved by the Parties.

               (vii)   Buyer and Sellers have entered into the Transition
                       Agreement in the form approved by the Parties.

               (viii)  Buyer shall have simultaneously closed the
                       acquisition of all of the ownership of the equity of
                       Bellevue Inn LLC and pay, at Closing, the loan from
                       U.S. Bank in the original amount of $2,650,000 for
                       the Best Western Bellevue Inn.

               (ix)    Buyer and the Sellers have entered into the
                       Commission Agreement, which has been approved as to
                       form.

               (x)     all actions to be taken by the Buyer in connection
                       with consummation of the transactions contemplated
                       hereby and all certificates, opinions, instruments,
                       and other documents required to effect the
                       transactions contemplated hereby will be reasonably
                       satisfactory in form and substance to the Requisite
                       Sellers.
     <PAGE>
               (xi)    Buyer shall have delivered Four Million Five Hundred
                       Thousand Dollars ($4,500,000.00) to CCI in payment
                       of the CCI obligation.

               The Sellers may waive any condition specified in this
               Section 8(b) if they execute a writing so stating at or
               prior to the Closing.

     9.   REMEDIES FOR BREACHES OF THIS AGREEMENT.

          (a)  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.  All of the
               representations and warranties of the Parties contained in
               Section 3 and Section 4 above shall survive the Closing
               hereunder and continue in full force and effect for a period
               of two (2) years thereafter, provided, however that the
               preceding notwithstanding, the representations of the Seller
               contained in Section 3(a)(i) and (iii) and Sections
               4(a)(b)(f) shall remain in effect for the full term of any
               applicable statute of limitations and Section 4(k) shall
               remain in effect for the full term for which any tax year
               through 1999 remains open to audit by the Internal Revenue
               Service.

          (b)  INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE BUYER.

               (i)     In the event any of the Sellers breaches any of his
                       or her representations, warranties, and covenants
                       contained herein, provided that the Buyer makes a
                       written claim for indemnification against the
                       Sellers pursuant to Section 12(h) below within the
                       survival period specified in Section 9(a), then each
                       of the Sellers agrees to indemnify the Buyer from
                       and against the entirety of any Adverse Consequences
                       the Buyer may suffer through and after the date of
                       the claim for indemnification (including any Adverse
                       Consequences the Buyer may suffer after the end of
                       any applicable survival period) resulting from,
                       arising out of, relating to, in the nature of, or
                       caused by the breach; provided, however, that:
                       (A) the Sellers shall not have any obligation to
                       indemnify the Buyer from and against any Adverse
                       Consequences resulting from, arising out of,
                       relating to, in the nature of, or caused by the
                       breach of any representation, warranty or covenant
                       of the Sellers until (and only to the extent that)
                       the Buyer has suffered Adverse Consequences by
                       reason of any such breaches in excess of $75,000 per
     <PAGE>
                       occurrence or $125,000 in the aggregate of all such
                       breaches; (B) each Shareholder shall be solely
                       responsible for his or her own representations
                       contained in Section 3(a); (C) responsibility for
                       any claim arising under any other representation,
                       warranty or covenant shall be allocated among the
                       Shareholders as follows (with each Shareholder's
                       responsibilities limited to that percentage):
                       Johnson 75%; Olson 13% and Bashaw 12%; and (D) the
                       aggregate amount of all such claims shall not exceed
                       Thirty Million Dollars ($30,000,000).

               (ii)    In addition to the indemnification provided for in
                       Section 9(b)(i.) above, (a) Each of the Sellers
                       agrees to indemnify the Buyer from and against the
                       entirety of any Adverse Consequences the Buyer may
                       suffer resulting from, arising out of, relating to,
                       in the nature of, or caused by any liability of any
                       of the WestCoast Group as if it were not
                       consolidated for tax purposes with the Holdings
                       Group and (b) Johnson agrees to indemnify the Buyer
                       from and against the entirety of any Adverse
                       Consequences the Buyer may suffer resulting from,
                       arising out of, relating to, in the nature of, or
                       caused by any liability of the Holdings Group as if
                       it were not consolidated for tax purposes with the
                       WestCoast Group:  (x) for any Income Taxes or other
                       tax however measured of WestCoast with respect to
                       any tax year or portion thereof ending on or before
                       the Closing Date (or for any tax year beginning
                       before and ending after the Closing Date to the
                       extent allocable (determined in a manner consistent
                       with Section 9(c)) to the portion of such period
                       beginning before and ending on the Effective Date),
                       to the extent such Income Taxes or other taxes are
                       not reflected in the reserve for Income Tax or other
                       tax liability (rather than any reserve for deferred
                       taxes established to reflect timing differences
                       between book and tax income) shown on the face of
                       the Most Recent Balance Sheet (rather than in any
                       notes thereto), as such reserve is adjusted for the
                       passage of time through the Effective Date in
                       accordance with the past custom and practice of
                       WestCoast in filing their Tax Returns, and (y) for
                       the unpaid taxes of any Person (other than any of
                       WestCoast and its 100% owned Subsidiaries) under
                       Reg. Section 1.1502-6 (or any similar provision of
     <PAGE>
                       state, local, or foreign law), as a transferee or
                       successor, by contract, or otherwise.

               (iii)   In addition to the indemnification provided for in
                       Section 9(b)(i.) and (ii) above, Sellers shall
                       indemnify the Buyer from and against the entirety of
                       any Adverse Consequences the Buyer may suffer
                       resulting from, arising out of, relating to, in the
                       nature of, or caused by any liability of any of the
                       WestCoast Group: (x) arising out of the management
                       or ownership of the Retained Equity Interests,
                       whether before or following the Effective Date, and
                       whether or not disclosed in the Disclosure Schedule;
                       or (y) any claim by the prior owner of the Ridpath
                       Hotel in Spokane Washington arising out of the
                       management by WestCoast of the Ridpath Hotel in
                       Spokane prior to the sale of that hotel to
                       Cavanaughs.

               (iv)    With respect to any tax liability arising out of
                       this section, the WestCoast Group shall be treated
                       as if it were not part of a consolidated group with
                       the Holdings Group and liability shall be allocated
                       among the Shareholders as follows (with each
                       Shareholder's responsibilities limited to that
                       percentage):  Johnson   75%; Olson   13% and Bashaw
                         12%.  Responsibility for any claim arising under
                       this Section with respect to the tax liabilities of
                       the Holdings Group shall be treated as if it were
                       not part of a consolidated group with WestCoast and
                       shall be the sole responsibility of Johnson.

          (c)  INDEMNIFICATION PROVISIONS FOR BENEFIT OF THE SELLERS.  In
               the event the Buyer breaches any of its representations,
               warranties, and covenants contained herein, provided that if
               any of the Sellers makes a written claim for indemnification
               against the Buyer pursuant to Section 12(h) below within
               survival period specified in Section 9(a), then the Buyer
               agrees to indemnify each of the Sellers from and against the
               entirety of any Adverse Consequences the Seller may suffer
               through and after the date of the claim for indemnification
               (including any Adverse Consequences the Sellers may suffer
               after the end of any applicable survival period) resulting
               from, arising out of, relating to, in the nature of, or
               caused by the breach.
     <PAGE>
          (d)  MATTERS INVOLVING THIRD PARTIES.

               (i)     If any third party shall notify any Party (the
                       "Indemnified Party") with respect to any matter (a
                       "Third Party Claim") which may give rise to a claim
                       for indemnification against any other Party (the
                       "Indemnifying Party") under this Section 9, then the
                       Indemnified Party shall promptly notify each
                       Indemnifying Party thereof in writing; provided,
                       however, that no delay on the part of the
                       Indemnified Party in notifying any Indemnifying
                       Party shall relieve the Indemnifying Party from any
                       obligation hereunder unless (and then solely to the
                       extent) the Indemnifying Party thereby is
                       prejudiced.

               (ii)    Any Indemnifying Party will have the right to assume
                       the defense of the Third Party Claim with counsel of
                       his or its choice reasonably satisfactory to the
                       Indemnified Party at any time within 15 days after
                       the Indemnified Party has given notice of the Third
                       Party Claim; provided, however, that the
                       Indemnifying Party must conduct the defense of the
                       Third Party Claim actively and diligently thereafter
                       in order to preserve its rights in this regard; and
                       provided further that the Indemnified Party may
                       retain separate co-counsel at its sole cost and
                       expense and participate in the defense of the Third
                       Party Claim.

               (iii)   So long as the Indemnifying Party has assumed and is
                       conducting the defense of the Third Party Claim in
                       accordance with Section 9(d)(ii) above, (A) the
                       Indemnifying Party will not consent to the entry of
                       any judgment or enter into any settlement with
                       respect to the Third Party Claim without the prior
                       written consent of the Indemnified Party (not to be
                       withheld unreasonably) unless the judgment or
                       proposed settlement involves only the payment of
                       money damages by one or more of the Indemnifying
                       Parties and does not impose an injunction or other
                       equitable relief upon the Indemnified Party and (B)
                       the Indemnified Party will not consent to the entry
                       of any judgment or enter into any settlement with
                       respect to the Third Party Claim without the prior
                       written consent of the Indemnifying Party (not to be
                       withheld unreasonably).
     <PAGE>
               (iv)    In the event none of the Indemnifying Parties
                       assumes and conducts the defense of the Third Party
                       Claim in accordance with Section 9(d)(ii) above,
                       however, (A) the Indemnified Party may defend
                       against, and consent to the entry of any judgment or
                       enter into any settlement with respect to, the Third
                       Party Claim in any manner he or it reasonably may
                       deem appropriate (and the Indemnified Party need not
                       consult with, or obtain any consent from, any
                       Indemnifying Party in connection therewith) and (B)
                       the Indemnifying Parties will remain responsible for
                       any Adverse Consequences the Indemnified Party may
                       suffer resulting from, arising out of, relating to,
                       in the nature of, or caused by the Third Party Claim
                       to the fullest extent provided in this Section 9.

          (e)  DETERMINATION OF ADVERSE CONSEQUENCES.  The Parties shall
               make appropriate adjustments for tax consequences and
               insurance coverage and take into account the time cost of
               money (using the Applicable Rate as the discount rate) in
               determining Adverse Consequences for purposes of this
               Section 9. All indemnification payments under this Section 9
               shall be deemed adjustments to the Purchase Price.

          (f)  EXCLUSIVE REMEDY.  Except for the failure of Sellers or
               Buyer to accomplish all preconditions to and perform all
               actions required to close the transactions contemplated by
               this Agreement, for which failure each Party retains every
               remedy at law or at equity, Buyer and the Seller acknowledge
               and agree that the foregoing indemnification provisions in
               this Section 9 shall be the exclusive remedy of the Buyer
               and the Seller with respect to WestCoast, its Subsidiaries,
               and the transactions contemplated by this Agreement.
               Without limiting the generality of the foregoing, the Buyer
               and the Seller hereby waive any statutory, equitable, or
               common law rights or remedies relating to any environmental
               matters, including without limitation any such matters
               arising under any Environmental, Health, and Safety
               Requirements and including without limitation any arising
               under the Comprehensive Environmental Response,
               Compensation, and Liability Act ("CERCLA").  Each of the
               Sellers hereby agrees that he or it will not make any claim
               for indemnification against any of WestCoast and its
               Subsidiaries by reason of the fact that he or it was a
               director, officer, employee, or agent of any such entity or
               was serving at the request of any such entity as a partner,
               trustee, director, officer, employee, or agent of another
     <PAGE>
               entity (whether such claim is for judgments, damages,
               penalties, fines, costs, amounts paid in settlement, losses,
               expenses, or otherwise and whether such claim is pursuant to
               any statute, charter document, bylaw, agreement, or
               otherwise) with respect to any action, suit, proceeding,
               complaint, claim, or demand brought by the Buyer against
               such Seller (whether such action, suit, proceeding,
               complaint, claim, or demand is pursuant to this Agreement,
               applicable law, or otherwise).

     10.  TAX MATTERS.

          The following provisions shall govern the allocation of
          responsibility as between Buyer and Sellers for certain tax
          matters following the Closing Date:

          (a)  TAX PERIODS ENDING ON OR BEFORE THE CLOSING DATE.  On or
               before the due date (including extensions), Sellers shall,
               at Seller's sole expense, cause the regular outside
               accountants for WestCoast prior to the Closing Date (the
               "Accountants") to prepare or cause to be prepared and file
               or cause to be filed all Tax Returns for Holdings, WestCoast
               and its 100% owned Subsidiaries for all periods ending on or
               prior to the Closing Date which are filed after the Closing
               Date.  Subject to the allocation provisions of Section 9
               (b), Sellers will pay all Taxes of Holdings, WestCoast or
               its 100% owned Subsidiaries with such return.  Sellers shall
               permit Buyer and WestCoast to review and approve each such
               Tax Return described in the preceding sentence prior to
               filing and shall make such revisions to such Tax Returns as
               are reasonably requested by Buyer.  Sellers shall pay any
               Income Taxes of Holdings, WestCoast and its Subsidiaries
               with respect to such periods within thirty (30) days
               calculation by Buyer or WestCoast and its Subsidiaries of
               such Income Taxes to the extent such Income Taxes are not
               reflected in the reserve for Income Tax liability (rather
               than any reserve for deferred Taxes established to reflect
               timing differences between book and Tax income) shown on the
               face of the Closing Balance Sheet.

          (b)  TAX PERIODS BEGINNING BEFORE AND ENDING AFTER THE CLOSING
               DATE.  Buyer shall prepare or cause to be prepared and file
               or cause to be filed any Tax Returns of WestCoast and its
               Subsidiaries for Tax periods which begin before the Closing
               Date and end after the Closing Date. Buyer shall not file
               such Tax Returns without the approval of Sellers, which
               shall not be unreasonably withheld.  Sellers shall pay to
     <PAGE>
               Buyer within thirty (30) days after the date on which Taxes
               are paid with respect to such periods an amount equal to the
               Taxes which relates to the portion of such Taxable period
               ending on the Closing Date to the extent such Taxes are not
               reflected in the reserve for Tax Liability (rather than any
               reserve for deferred Taxes established to reflect timing
               differences between book and Tax income) shown on the face
               of the Closing Balance Sheet.

          (c)  REFUNDS AND TAX BENEFITS.  Any Tax refunds that are received
               by Buyer, Holdings or WestCoast and its Subsidiaries, and
               any amounts credited against Tax to which Buyer, Holdings or
               WestCoast and its Subsidiaries become entitled, that relate
               to Tax periods or portions thereof ending on or before the
               Closing Date shall be for the account of Sellers, and Buyer
               shall pay over to Seller any such refund or the amount of
               any such credit within fifteen (15) days after receipt or
               entitlement thereto. In addition, to the extent that a claim
               for refund or a proceeding results in a payment or credit
               against Tax by a taxing authority to the Buyer, Holdings or
               WestCoast and its Subsidiaries of any amount accrued on the
               Closing Balance Sheet, the Buyer shall pay such amount to
               Sellers within fifteen (15) days after receipt or
               entitlement thereto.

          (d)  COOPERATION ON TAX MATTERS.

               (i)     Buyer, Holdings, WestCoast and its Subsidiaries and
                       Sellers shall cooperate fully, as and to the extent
                       reasonably requested by the other party, in
                       connection with the filing of Tax Returns pursuant
                       to this Section and any audit, litigation or other
                       proceeding with respect to Taxes. Such cooperation
                       shall include the retention and (upon the other
                       party's request) the provision of records and
                       information which are reasonably relevant to any
                       such audit, litigation or other proceeding and
                       making employees available on a mutually convenient
                       basis to provide additional information and
                       explanation of any material provided hereunder.
                       WestCoast and its Subsidiaries, Sellers (with
                       respect to records pertaining to the Retained Equity
                       Interests) and Buyer agree (A) to retain all books
                       and records with respect to Tax matters pertinent to
                       WestCoast and its Subsidiaries and the Retained
                       Equity Interests relating to any taxable period
                       beginning before the Closing Date until the
     <PAGE>
                       expiration of the statute of limitations (and, to
                       the extent notified by Buyer or Sellers, any
                       extensions thereof) of the respective taxable
                       periods, and to abide by all record retention
                       agreements entered into with any taxing authority,
                       and (B) to give the other party reasonable written
                       notice prior to transferring, destroying or
                       discarding any such books and records and, if the
                       other party so requests, WestCoast and its
                       Subsidiaries, Buyer or Sellers, as the case may be,
                       shall allow the other party to take possession of
                       such books and records.  For periods prior to the
                       Closing Date, Buyer and WestCoast shall not amend
                       any previously filed Tax Returns or take any
                       position in the future which is inconsistent with
                       positions taken in prior Tax Returns without the
                       consent of the Shareholders, which shall not be
                       unreasonably withheld.  In addition, Buyer shall not
                       take any position that is inconsistent with the
                       classification of Holdings or any entity within the
                       Holdings Group and WestCoast as non-U.S. Real
                       Property Holding Corporations.

               (ii)    Buyer and Sellers further agree, upon request, to
                       use their best efforts to obtain any certificate or
                       other document from any governmental authority or
                       any other Person as may be necessary to mitigate,
                       reduce or eliminate any Tax that could be imposed
                       (including, but not limited to, with respect to the
                       transactions contemplated hereby).

               (iii)   Buyer and Seller further agree, upon request, to
                       provide the other party with all information that
                       either party may be required to report pursuant to
                       Section 6043 of the Code and all Treasury Department
                       Regulations promulgated thereunder.

          (e)  TAX SHARING AGREEMENTS.  All tax sharing agreements or
               similar agreements between WestCoast and the Retained Equity
               Interests shall be terminated as of the Closing Date and,
               after the Closing Date, WestCoast and its Subsidiaries shall
               not be bound thereby or have any liability thereunder.
     <PAGE>
          (f)  CERTAIN TAXES.  All real estate excise taxes incurred in
               connection with this Agreement, shall be allocated to
               Sellers and paid at Closing, and the Parties agree to
               cooperate to file all necessary Tax Returns and other
               documentation with respect to all such transfer taxes and to
               join in the execution of any such Tax Returns and other
               documentation.

     11.  TERMINATION.

          (a)  TERMINATION OF AGREEMENT.  Certain of the Parties may
               terminate this Agreement as provided below:

               (i)     the Buyer and the Sellers may terminate this
                       Agreement by mutual written consent at any time
                       prior to the Closing;

               (ii)    the Buyer may terminate this Agreement by giving
                       written notice to the Sellers at any time prior to
                       the Closing (A) in the event any of the Sellers has
                       breached any material representation, warranty, or
                       covenant contained in this Agreement in any material
                       respect, the Buyer has notified the Sellers of the
                       breach, and the breach has continued without cure
                       for a period of 10 days after the notice of breach,
                       (B) if the Closing shall not have occurred on or
                       before December 31, 1999, by reason of the failure
                       of any condition precedent under Section 8(a) hereof
                       (unless the failure results primarily from the Buyer
                       itself breaching any representation, warranty, or
                       covenant contained in this Agreement); and

               (iii)   the Sellers may terminate this Agreement by giving
                       written notice to the Buyer at any time prior to the
                       Closing (A) in the event the Buyer has breached any
                       material representation, warranty, or covenant
                       contained in this Agreement in any material respect,
                       any of the Sellers has notified the Buyer of the
                       breach, and the breach has continued without cure
                       for a period of 10 days after the notice of breach
                       or (B) if the Closing shall not have occurred on or
                       before December 31, l999, by reason of the failure
                       of any condition precedent under Section 8(b) hereof
                       (unless the failure results primarily from any of
                       the Sellers themselves breaching any representation,
                       warranty, or covenant contained in this Agreement).
     <PAGE>
          (b)  EFFECT OF TERMINATION.  If any Party terminates this
               Agreement pursuant to Section 11(a) above, all rights and
               obligations of the Parties hereunder shall terminate without
               any liability of any Party to any other Party (except for
               any liability of any Party then in breach); provided,
               however, that the confidentiality provisions contained in
               Section 7(d) above shall survive termination.

     12.  MISCELLANEOUS.

          (a)  NATURE OF CERTAIN OBLIGATIONS.

               (i)     The covenants of each of the Sellers in Section 2(a)
                       above concerning the sale of his or its WestCoast
                       Shares to the Buyer and the representations and
                       warranties of each of the Sellers in Section 3(a)
                       above concerning the transaction are several
                       obligations. This means that the particular Seller
                       making the representation, warranty, or covenant
                       will be solely responsible to the extent provided in
                       Section 9 above for any Adverse Consequences the
                       Buyer may suffer as a result of any breach thereof.

               (ii)    The remainder of the representations, warranties,
                       and covenants of Sellers in this Agreement are joint
                       and several obligations, but each Seller will only
                       be responsible to the extent provided in Section  9
                       above for the entirety of any Adverse Consequences
                       the Buyer may suffer as a result of any breach
                       thereof.

          (b)  PRESS RELEASES AND PUBLIC ANNOUNCEMENTS.  No Party shall
               issue any press release or make any public announcement
               relating to the subject matter of this Agreement without the
               prior written approval of the Buyer and the Sellers;
               provided, however, that any Party may make any public
               disclosure which is required by applicable law or any
               listing or trading agreement concerning its publicly-traded
               securities (in which case the disclosing Party will use its
               reasonable best efforts to advise the other Parties prior to
               making the disclosure); provided further, that
               notwithstanding anything to the contrary in this Agreement,
               Buyer shall have the right after Closing to issue such press
               releases and make such public announcements relating to the
               subject matter of this Agreement without the prior written
               approval of the Sellers so long as Buyer provides Sellers'
               legal counsel a summary of such issuance or announcement
               prior to such issuance or announcement.
     <PAGE>
          (c)  NO THIRD-PARTY BENEFICIARIES.  This Agreement shall
               notconfer any rights or remedies upon any Person other than
               the Parties and their respective successors and permitted
               assigns.

          (d)  ENTIRE AGREEMENT.  This Agreement (including the documents
               referred to herein) constitutes the entire agreement among
               the Parties and supersedes any prior understandings,
               agreements, or representations by or among the Parties,
               written or oral, to the extent they related in any way to
               the subject matter hereof.

          (e)  SUCCESSION AND ASSIGNMENT.  This Agreement shall be binding
               upon and inure to the benefit of the Parties named herein
               and their respective successors and permitted assigns. No
               Party may assign either this Agreement or any of his or its
               rights, interests, or obligations hereunder without the
               prior written approval of the Buyer and the Sellers, which
               approval shall not be unreasonably withheld; provided,
               however, that the Buyer may (i) assign any or all of its
               rights and interests hereunder to one or more of its
               Affiliates and (ii) designate one or more of its Affiliates
               to perform its obligations hereunder (in any or all of which
               cases the Buyer nonetheless shall remain responsible for the
               performance of all of its obligations hereunder).  For
               purposes of this Section, the term "assign" shall mean an
               any direct or indirect change in majority ownership through
               the sale of equity interests, merger, consolidation or
               reorganization or any other change in control of an entity.

          (f)  COUNTERPARTS.  This Agreement may be executed in one or more
               counterparts, each of which shall be deemed an original but
               all of which together will constitute one and the same
               instrument.  Any execution and delivery of this Agreement or
               any agreement or instrument contemplated hereby may be
               delivered by facsimile and such delivery shall constitute
               delivery of an original counterpart for all purposes
               hereunder.

          (g)  HEADINGS.  The section headings contained in this Agreement
               are inserted for convenience only and shall not affect in
               any way the meaning or interpretation of this Agreement.

          (h)  NOTICES.  All notices, requests, demands, claims, and other
               communications hereunder will be in writing. Any notice,
               request, demand, claim, or other communication hereunder
               shall be deemed duly given if (and then two business days
     <PAGE>
               after) it is sent by registered or certified mail, return
               receipt requested, postage prepaid, and addressed to the
               intended recipient as set forth below:

               If to the Sellers:       Lisa Swanbeck-Johnson
                                        832   37th Avenue E.
                                        Seattle, WA  98102

               With a copy to:          Robert D. Kaplan
                                        Dorsey & Whitney LLP
                                        1420 Fifth Avenue
                                        Suite 3400
                                        Seattle, WA  98101
                                        Fax 206-903-8820

               With a copy to:          Bruce T. Bjerke
                                        Riddell Williams P.S.
                                        1001 Fourth Avenue Plaza
                                        Suite 4500
                                        Seattle, WA  98154
                                        Fax 206-389-1708

               And to:                  Rodney D. Olson
                                        PO Box 29
                                        Medina, WA  98039-0029

                                        Michael Bashaw
                                        24513   137th Avenue SE
                                        Kent, WA  98042

               With a copy to:          Bruce T. Bjerke
                                        Riddell Williams P.S.
                                        1001 Fourth Avenue Plaza
                                        Suite 4500
                                        Seattle, WA  98154
                                        Fax 206-389-1708

               If to the Buyer:         Cavanaughs Hospitality Corporation
                                        Attn:  Donald K. Barbieri,
                                          President
                                        201 W. North River Drive,
                                          CHC Building
                                        Spokane, WA 99201
                                        Fax:  509-325-7324
     <PAGE>
               With a copy to:          Richard L. Barbieri, General
                                          Counsel
                                        201 W. North River Drive,
                                          CHC Building
                                        Spokane, WA 99201
                                        Fax:  509-325-7324

               Any Party may send any notice, request, demand, claim, or
               other communication hereunder to the intended recipient at
               the address set forth above using any other means (including
               personal delivery, expedited courier, messenger service,
               telecopy, telex, ordinary mail, or electronic mail), but no
               such notice, request, demand, claim, or other communication
               shall be deemed to have been duly given unless and until it
               actually is received by the intended recipient. Any Party
               may change the address to which notices, requests, demands,
               claims, and other communications hereunder are to be
               delivered by giving the other Parties notice in the manner
               herein set forth.

          (i)  GOVERNING LAW.  This Agreement shall be governed by and
               construed in accordance with the domestic laws of the State
               of Washington without giving effect to any choice or
               conflict of law provision or rule that would cause the
               application of the laws of any jurisdiction other than the
               State of Washington.

          (j)  ARBITRATION.  Any dispute arising out of or relating to this
               Agreement or any breach hereof shall be settled by panel of
               three arbitrators, with each side to the dispute selecting
               an arbitrator and those two arbitrators selecting a third
               neutral arbitrator in accordance with the Commercial
               Arbitration Rules of the American Arbitration Association
               and judgement upon any award rendered may be entered in any
               court having jurisdiction thereof.  Arbitration proceedings
               hereunder shall be held in Seattle, Washington.  In addition
               to all other relief, the substantially prevailing party in
               any arbitration or court action shall be entitled to its or
               their reasonable attorneys' fees and costs incurred by
               reason of the dispute (including any appellate review and
               bankruptcy or enforcement proceedings) and the substantially
               losing party shall pay all fees and costs of the arbitrators
               and arbitration.  Notwithstanding anything to the contrary
               herein, this Section shall in no way prevent either party
               from seeking equitable relief as set forth in Section 12(k),
               below.
     <PAGE>
          (k)  SPECIFIC PERFORMANCE.  Each of the Parties acknowledges and
               agrees that the other Parties would be damaged irreparably
               in the event any of the provisions of this Agreement are not
               performed in accordance with their specific terms or
               otherwise are breached. Accordingly, each of the Parties
               agrees that the other Parties shall be entitled to an
               injunction or injunctions to prevent breaches of the
               provisions of this Agreement and to enforce specifically
               this Agreement and the terms and provisions hereof in any
               action instituted in any court of the United States or any
               state thereof having jurisdiction over the Parties and the
               matter (subject to the provisions set forth in Section 12(l)
               below), in addition to any other remedy to which they may be
               entitled, at law or in equity.

          (l)  SUBMISSION TO JURISDICTION.  Subject to the provisions of
               Section 12(j), above, each of the Parties submits to the
               jurisdiction of any state or federal court sitting in
               Seattle, Washington in any action or proceeding arising out
               of or relating to this Agreement and agrees, subject to the
               provisions of  Section 12(j), above, that all claims in
               respect of the action or proceeding may be heard and
               determined in any such court.  Each Party also agrees not to
               bring any action or proceeding arising out of or relating to
               this Agreement in any other court.  Each of the Parties
               waives any defense of inconvenient forum to the maintenance
               of any action or proceeding so brought and waives any bond,
               surety, or other security that might be required of any
               other Party with respect thereto.  Any Party may make
               service on any other Party by sending or delivering a copy
               of the process to the Party to be served at the address and
               in the manner provided for the giving of notices in this
               Agreement.  Nothing in this Section 12(l), however, shall
               affect the right of any Party to serve legal process in any
               other manner permitted by law or at equity. Each Party
               agrees that a final judgment in any action or proceeding so
               brought shall be conclusive and may be enforced by suit on
               the judgment or in any other manner provided by law or at
               equity.

          (m)  AMENDMENTS AND WAIVERS.  No amendment of any provision of
               this Agreement shall be valid unless the same shall be in
               writing and signed by the Buyer and the Requisite Sellers.
               No waiver by any Party of any default, misrepresentation, or
               breach of warranty or covenant hereunder, whether
               intentional or not, shall be deemed to extend to any prior
               or subsequent default, misrepresentation, or breach of
     <PAGE>
               warranty or covenant hereunder or affect in any way any
               rights arising by virtue of any prior or subsequent such
               occurrence.

          (n)  SEVERABILITY.  Any term or provision of this Agreement that
               is invalid or unenforceable in any situation in any
               jurisdiction shall not affect the validity or enforceability
               of the remaining terms and provisions hereof or the validity
               or enforceability of the offending term or provision in any
               other situation or in any other jurisdiction.

          (o)  EXPENSES.  The Sellers' expenses in connection with
               negotiating this Agreement and the transactions contemplated
               thereby shall be paid by WestCoast prior to Closing and
               deducted from current assets.  Buyer shall be responsible
               for its expenses in negotiating this Agreement and the
               transactions contemplated thereby.  All expenses associated
               with obtaining any approval of any lender or other third
               party required to accomplish the transactions described in
               this Agreement shall be paid by WestCoast prior to or at
               Closing and deducted from current assets or, if current
               assets are insufficient, from the cash paid by Buyer to
               Sellers at Closing.

          (p)  CONSTRUCTION.  The Parties have participated jointly in the
               negotiation and drafting of this Agreement. In the event an
               ambiguity or question of intent or interpretation arises,
               this Agreement shall be construed as if drafted jointly by
               the Parties and no presumption or burden of proof shall
               arise favoring or disfavoring any Party by virtue of the
               authorship of any of the provisions of this Agreement. Any
               reference to any federal, state, local, or foreign statute
               or law shall be deemed also to refer to all rules and
               regulations promulgated thereunder, unless the context
               requires otherwise. The word "including" shall mean
               including without limitation.

          (q)  INCORPORATION OF EXHIBITS AND SCHEDULES.  The Exhibits and
               Schedules identified in this Agreement are incorporated
               herein by reference and made a part hereof.

     *****SIGNATURES ON FOLLOWING PAGE
     <PAGE>
     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
     as of the date first above written.

     "BUYER"

     Cavanaughs Hospitality Corporation,
     a Washington corporation


     By: ________________________________
     Its: Authorized Officer


     "SELLERS"

     ____________________________________
     Lisa Swanbeck-Johnson


     ____________________________________
     Rodney D. Olson


     ____________________________________
     D. Michael Bashaw

     ** Spousal consents on the following page. **
     <PAGE>
     SPOUSAL CONSENT

     Each of the undersigned hereby represents and warrants that he or she
     has read the foregoing Stock Purchase Agreement, fully understands its
     terms, and agrees that any community property or other interest he or
     she has in the capital stock to be purchased thereunder is bound
     pursuant to the terms of the Agreement.  Each of the undersigned
     further represents and warrants that he or she has been advised by the
     Parties to consult with counsel of her choice regarding the provisions
     of the Agreement and that he or she has either waived her right to do
     so or has consulted with counsel of his or her choice with regard to
     the provisions of the Agreement.


                                        ___________________________________
                                        Janice Olson

                                        ___________________________________
                                        Linda Bashaw


                         ANDERS JOHNSON ACKNOWLEDGEMENT

     Anders Johnson is the husband of Lisa Swanbeck-Johnson and
     acknowledges that he has no right, title or interest in PNW Holdings,
     Inc.; WC Coast Holdings, Inc.; and WestCoast Hotels, Inc.; or any of
     WestCoast Hotels, Inc.'s subsidiaries, and he further acknowledges
     that the above-mentioned corporations constitute the separate property
     of Lisa Swanbeck-Johnson.

                                        ___________________________________
                                        Anders Johnson
     <PAGE>
     SCHEDULE OF EXHIBITS:


     2(b)(iii)   List of Retained Equity Interests
     2(c)        Allocation of Consideration among Assets and Among Sellers
     <PAGE>
                                TABLE OF CONTENTS

     1.   DEFINITIONS

     2.   PURCHASE AND SALE OF WESTCOAST SHARES

          (a)  Basic Transaction
          (b)  Purchase Price
          (c)  The consideration shall be allocated among the Sellers in
                 accordance with Exhibit 2(c)
          (d)  Options
          (e)  Marketing Merger
          (f)  The Closing
          (g)  Deliveries at the Closing

     3.   REPRESENTATIONS AND WARRANTIES CONCERNING THE TRANSACTION

          (a)  Representations and Warranties of the Sellers

               (i)      Organization and Ownership of Holdings
               (ii)     Closing
               (iii)    Authorization of Transaction
               (iv)     Noncontravention
               (v)      Brokers' Fees
               (vi)     Investment
               (vii)    WestCoast Shares
               (viii)   The Sellers are not relying on any representations
                        made by or on behalf of the Buyer except as
                        explicitly set forth in this Agreement
               (ix)     Disclosure

          (b)  Representations and Warranties of the Buyer

               (i)      Organization of the Buyer
               (ii)     Authorization of Transaction
               (iii)    Noncontravention
               (iv)     Brokers' Fees
               (v)      Investment
               (vi)     Buyer Bonds
               (vii)    Reliance
               (viii)   Disclosure
     <PAGE>
     4.   REPRESENTATIONS AND WARRANTIES CONCERNING WESTCOAST AND ITS
          SUBSIDIARIES

          (a)  Organization, Qualification, and Corporate Power
          (b)  Capitalization
          (c)  Noncontravention
          (d)  Brokers' Fees
          (e)  Title to Assets
          (f)  Subsidiaries
          (g)  Financial Statements
          (h)  Events Subsequent to Most Recent Fiscal Month End
          (i)  Undisclosed Liabilities
          (j)  Legal Compliance
          (k)  Tax Matters
          (l)  Real Property
          (m)  Intellectual Property
          (n)  Tangible Assets
          (o)  Inventory
          (p)  Contracts
          (q)  Notes and Accounts Receivable
          (r)  Powers of Attorney
          (s)  Insurance
          (t)  Litigation
          (u)  Reserved
          (v)  Reserved
          (w)  Employees
          (x)  Employee Benefits
          (y)  Guaranties
          (z)  Environment, Health, and Safety Matters
          (aa) Certain Business Relationships With WestCoast and Its
               Subsidiaries
          (bb) Disclosure

     5.   UPDATING OF REPRESENTATIONS AND WARRANTIES

     6.   PRE-CLOSING COVENANTS

          (a)  General
          (b)  Notices and Consents
          (c)  Operation of Business
          (d)  Preservation of Business
          (e)  Full Access
          (f)  Notice of Developments
          (g)  Exclusivity
          (h)  Option Redemption Agreements
          (i)  Guaranteed Debts
          (j)  Termination of Agreements
          (k)  Merger of Marketing Inc. into WestCoast
     <PAGE>
      7.  POST-CLOSING COVENANTS

          (a)  General
          (b)  Litigation Support
          (c)  Transition Agreement
          (d)  Confidentiality
          (e)  [Reserved] Excess Working Capital
          (f)  1999 Year End Audit
          (g)  Benefits Provided to officers and directors

     8.   CONDITIONS TO OBLIGATION TO CLOSE

          (a)  Conditions to Obligation of the Buyer
          (b)  Conditions to Obligation of the Sellers

     9.   REMEDIES FOR BREACHES OF THIS AGREEMENT

          (a)  Survival of Representations and Warranties
          (b)  Indemnification Provisions for Benefit of the Buyer
          (c)  Indemnification Provisions for Benefit of the Sellers
          (d)  Matters Involving Third Parties
          (e)  Determination of Adverse Consequences
          (f)  Exclusive Remedy

     10.  TAX MATTERS

          (a)  Tax Periods Ending on or Before the Closing Date
          (b)  Tax Periods Beginning Before and Ending After the Closing
               Date
          (c)  Refunds and Tax Benefits
          (d)  Cooperation on Tax Matters
          (e)  Tax Sharing Agreements
          (f)  Certain Taxes

     11.  TERMINATION

          (a)  Termination of Agreement
          (b)  Effect of Termination

     12.  MISCELLANEOUS

          (a)  Nature of Certain Obligations
          (b)  Press Releases and Public Announcements
          (c)  No Third-Party Beneficiaries
          (d)  Entire Agreement
          (e)  Succession and Assignment
          (f)  Counterparts
          (g)  Headings
     <PAGE>
     12.  MISCELLANEOUS, CONTINUED

          (h)  Notices
          (i)  Governing Law
          (j)  Arbitration
          (k)  Specific Performance
          (l)  Submission to Jurisdiction
          (m)  Amendments and Waivers
          (n)  Severability
          (o)  Expenses
          (p)  Construction
          (q)  Incorporation of Exhibits and Schedules
     <PAGE>
     An extra section break has been inserted above this paragraph. Do not
     delete this section break if you plan to add text after the Table of
     Contents/Authorities.  Deleting this break will cause Table of
     Contents/Authorities headers and footers to appear on any pages
     following the Table of Contents/Authorities.