EXHIBIT 10.21
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     FIRST AMENDMENT TOMEMBERSHIP INTEREST PURCHASE AGREEMENT

     THIS FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT ("First
     Amendment") is made this 30th day of December, 1999, by and among
     Cavanaughs Hospitality Corporation, a Washington corporation (the
     "Buyer"), October Hotel Investors, LLC, a Washington limited liability
     company ("October") and M and S Hotel LLC, a Washington limited
     liability company ("MS")(October and MS shall be referred to
     collectively herein as the "Seller").

     R E C I T A L S

     A.  Bellevue Inn, LLC ("Bellevue Inn") is a limited liability company
         organized and existing under the laws of the state of Washington.
         Bellevue Inn has three Members (as that term is defined in the
         Bellevue Inn Operating Agreement (the "Operating Agreement")) with
         the following ownership percentages:  October - 25%; MS   25%; and
         WestCoast Bellevue Inn, Inc., a Washington corporation ("WC
         Bellevue")   50%.

     B.  WC Bellevue is a wholly owned subsidiary of WestCoast Hotels,
         Inc., a Washington corporation ("WCH").

     C.  The shareholders of WCH are selling the stock of WCH (the "WCH
         Sale") under the terms of a Stock Purchase Agreement (the "Stock
         Purchase Agreement") by and among Buyer, Lisa Swanbeck Johnson,
         Rodney D. Olson and D. Michael Bashaw (Johnson, Olson and Bashaw
         shall be collectively referred to herein as "WCH Sellers") dated
         December 17, 1999. In exchange for their stock in WCH, the
         shareholders will receive cash, corporate bonds and certain assets
         of the Company.  The WCH Sale will transfer indirect ownership of
         fifty percent (50%) of Bellevue Inn to Buyer.

     D.  Under the terms and conditions of a MEMBERSHIP INTEREST PURCHASE
         AGREEMENT ("Purchase Agreement") dated as of  30th day of
         December, 1999, by and among Buyer and Seller, and conditioned
         upon the closing of the transactions contemplated in, and as
         defined in, the Stock Purchase Agreement ("Stock Purchase
         Closing"), Buyer will acquire from Seller, and Seller sells to
         Buyer the remaining fifty percent (50%) membership interest of
         Bellevue Inn, which is all of Seller's ownership interest in
         Bellevue Inn ("Bellevue Inn Interests").

     E.  The sole purpose of this First Amendment is to incorporate into
         the Purchase Agreement the provisions from the Stock Purchase
         Agreement which provide for handling of Excess Working Capital as
         defined below.
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     NOW, THEREFORE, in consideration of the mutual promises herein made,
     and in consideration of the representations, warranties, and covenants
     herein contained, the parties agree as follows.

     EXCESS WORKING CAPITAL. Within sixty (60) days following the Closing,
     and in coordination with the preparation of the Excess Working Capital
     calculation for WestCoast described in Section 7(e) of the Stock
     Purchase Agreement, the Sellers shall cause the accounting firm of
     Gunning, Stenson & Price (the "Accountants"), the regular outside
     accounting firm for WestCoast, to prepare an audited, balance sheet
     for the Bellevue Inn Interests, prepared as of the Effective Date in
     accordance with GAAP ("Closing Balance Sheet").  As part of the
     preparation of the audited balance sheets, the Accountants shall
     calculate the amount, if any, of Excess Working Capital for the
     Bellevue Inn Interests as of the Effective Date.  ("Excess Working
     Capital" means the amount, if any, by which current assets for the
     Bellevue Inn LLC exceeds current liabilities for Bellevue Inn LLC 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 receivable, inventories, prepaid expenses, and deposits.
     With respect to the Bellevue Inn Interests, Excess Working Capital
     shall be calculated for Bellevue Inn LLC and that amount shall be
     multiplied by the equity percentage ownership of Sellers. 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 U.S. Bank loan for the Bellevue Inn LLC), advance
     deposits for future business.  The Buyer and its accountants shall
     have the right to review the calculation of Excess 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 determinatio to the extent that the Excess Working
     Capital constitutes cash.  In the event the Excess Working Capital
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     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 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.

     IN WITNESS WHEREOF, Cavanaughs has caused this instrument to be signed
     in its corporate name by its duly authorized officer and dated the day
     and year first above written.

                                   CAVANAUGHS HOSPITALITY CORPORATION

                                   By:
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                                        Its: Senior Vice President
                                        201 W. North River Drive, Suite 100
                                        Spokane, Washington 99201
                                        Facsimile: (509) 325-7324