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                               ASSET PURCHASE AGREEMENT
          THIS  AGREEMENT  is  made  effective  this  10th  day  of April, 2002.


BETWEEN:

          SALIM  S.  RANA INVESTMENTS CORP., a Nevada corporation with an
          Office located at 4440 East Washington Avenue, Las Vegas, Clark
          County, Nevada;

          (the  "Vendor")

                                                  OF  THE  FIRST  PART

AND:

          WHISTLER  INVESTMENTS, INC., a Nevada corporation with an office
          located at 8805 Fall  Green  Drive,  Las  Vegas,  Nevada,  89129;

          ("Whistler")

                                                       OF  THE  SECOND  PART

WHEREAS:

A.     Subject  to a mortgage held by Commercial Federal Bank, the Vendor owns a
100%  interest  in the real property and all buildings and improvements situated
thereon  (the  "Property"),  which Property is known as the Azra Shopping Center
located  at  4440  East  Washington  Avenue,  Las  Vegas,  Nevada and is legally
described  as:  Portion  of  Lot  1,  Azra Center, Plat Book 94, Page 42, parcel
number  140-29-212-003  as  recorded  in the Clark County Recorder's Office; and

B.     Whistler  desires  to purchase an undivided 100% interest, subject to the
charges  described  herein,  in  the Property from the Vendor upon the terms and
conditions  hereinafter  set  forth;
          NOW  THEREFORE  THIS  AGREEMENT WITNESSES that in consideration of the
premises  and  mutual  agreements  and  covenants  herein contained, the parties
hereby  covenant  and  agree  as  follows:

1.          VENDOR'S  REPRESENTATIONS

          The  Vendor  hereby makes the following representations and warranties
to Whistler, each of which is true and correct as of the date hereof and each of
which  shall  survive  the  closing  of  the  transaction  described  herein:

(a)  The  Vendor owns an undivided 100% interest in the Property, free and clear
     of  any  encumbrances  other  than  the  following:

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                                       2

               (i)  a  mortgage  for  no  more than $3,150,000 as of the date of
                    this  agreement  held  by  Commercial Federal Bank 215 South
                    Wadsworth  Blvd.,  Lakewood,  Colorado,  80226;  and

               (ii) various  lease  agreements  between  the  Vendor and certain
                    lessees  of  various  dates,  copies of which the Vendor has
                    provided  to  Whistler.

(b)  The  Vendor  is  a  body  corporate, duly incorporated and in good standing
     under  the  laws of the State of Nevada, and has the full power, authority,
     right  and  capacity  to  own  and  dispose of the Property, to execute and
     deliver  this  Agreement  and  to  complete  the  transactions contemplated
     hereby;

(c)  The execution of this Agreement will not constitute or result in the breach
     or  default under any other agreement or arrangement to which the Vendor is
     a  party;

(d)  The  Vendor does not require authorization or consent from any governmental
     authority  or  other entity in order to transfer an undivided 100% interest
     in  the  Property  to  Whistler,  other  than  the  written  consent of the
     Commercial  Federal  Bank  located  in  Lakewood,  Colorado;

(e)  No  legal action, judgment or other proceeding is in process, or pending or
     threatened, against or relating to the Vendor or the Property, and no state
     of  facts  exists  which  could  constitute  the  basis  therefor;

(f)  The  Vendor has obtained all necessary permits related to the Property, all
     of  which were validly issued, are in full force and effect and are in good
     standing  and no notice of breach or default in respect of the terms of any
     such  permit  has  been  received by the Vendor and the is not aware of any
     matters  which  could  give  rise  to  such  notice;

(g)  the suites located in the building on the Property are leased by the Vendor
     on  normal  business terms from persons with whom the Vendor deals at arm's
     length;

(h)  the  Property  is  adequately  covered  by  insurance;

(i)  the  Property  has  a  land  area  of  2.37 acres with a 31,187 square feet
     shopping  centre  erected  thereon;  and

(j)  the  Property  is subject to an appraisal report dated November 13, 2001 by
     Gary  H.  Kent, Inc., Real Estate Appraisers and Consultants that appraises
     the  market  value  of  the  Property,  in  both  leased fee and fee simple
     interest  at  November  7,  2001  to  be  $4,765,000.

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2.          WHISTLER'S  REPRESENTATIONS

          Whistler  warrants  and  represents  to  the  Vendor that it is a body
corporate, duly incorporated and in good standing under the laws of the State of
Nevada  with  full  power and absolute capacity to enter into this Agreement and
that the terms of this Agreement have been authorized by all necessary corporate
acts  and  deeds  in  order  to  give  effect  to  the  terms  hereof.

3.          SALE  OF  PROPERTY

          Whistler  hereby  agrees  to  purchase  from the Vendor and the Vendor
hereby agrees to sell to Whistler an undivided 100% right, title and interest in
and  to  the Property, subject to the charges and encumbrances disclosed herein,
in  consideration  of  Whistler  delivering  the  following consideration to the
Vendor  at  Closing:

     (a)  a promissory note for $600,000 in the form attached hereto as Schedule
          "A";

     (b)  written  acknowledgment,  in  a  form  acceptable  to the Vendor, that
          Whistler  will  assume responsibility for all encumbrances and charges
          on  the  Property;  and

     (c)  share certificates representing 40,000,000 shares of restricted common
          stock  in the capital of Whistler at a deemed price of $0.01 each (the
          "Shares"),  which  Shares shall be subject to the pooling restrictions
          described  in  the  Pooling Agreement attached hereto as Schedule "B".

4.          CLOSING

          The sale and purchase of the Property shall be closed at the office of
Whistler  at 10:00 A.M. (Las Vegas time) on April 15, 2002 or on such other date
or  at  such  other  place  as  may  be agreed upon by the parties (the "Closing
Date").

5.          ACTIONS  BY  THE  PARTIES  PENDING  CLOSING

          From  and after the date hereof and until the Closing Date, the Vendor
and  Whistler  covenant  and  agree  that:

     (a)  Whistler,  and  its authorized representatives, shall have full access
          during  normal  business hours to all documents of the Vendor relating
          to  the  Property  and shall have full access to inspect the Property,
          subject  to  the rights of the tenants located thereon, and the Vendor
          shall  furnish  to  Whistler  or  its  authorized  representatives all
          information  with  respect  to the Property as Whistler may reasonably
          request;  and

     (b)  The Vendor shall not enter into any contract or commitment to purchase
          or sell any interest in the Property or any related assets without the
          prior  written  consent  of  Whistler.

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6.          CONDITIONS  PRECEDENT  TO  THE  VENDOR'S  OBLIGATIONS

          Each and every obligation of the Vendor to be performed on the Closing
Date  shall  be subject to the satisfaction by the Closing Date of the following
conditions,  unless  waived  in  writing  by  the  Vendor:

     (a)  The  representations and warranties made by Whistler in this Agreement
          shall  be true and correct on and as of the Closing Date with the same
          effect  as though such representations and warranties had been made or
          given  by  the  Closing  Date;  and

     (d)  Whistler  shall  deliver  to  the  Vendor:

          (i)  an  executed  promissory  note  in  the  form  attached hereto as
               Schedule  "A";

          (ii) written  acknowledgment, in a form acceptable to the Vendor, that
               Whistler  will  assume  responsibility  for  all encumbrances and
               charges  on  the  Property;  and

          (iii) written confirmation from Pacific Stock Transfer Company that it
               has  issued  share  certificates representing the Shares which it
               holds  pursuant  to  the  terms  of  a pooling agreement attached
               hereto  as  Schedule  "B";  and

          (iv) a  copy  of  resolutions  of  Whistler's  Board  of  Directors
               authorizing  the acquisition of the Property, the delivery of the
               documents  described in this subparagraph and the issuance of the
               Shares.

7.          CONDITIONS  PRECEDENT  TO  WHISTLER'S  OBLIGATIONS

          Each  and  every obligation of Whistler to be performed on the Closing
Date  shall  be subject to the satisfaction by the Closing Date of the following
conditions,  unless  waived  in  writing  by  Whistler:

     (a)  The  representations  and  warranties  made  by  the  Vendor  in  this
          Agreement shall be true and correct on and as of the Closing Date with
          the same effect as though such representations and warranties had been
          made  or  given  by  the  Closing  Date;

     (b)  The  Vendor  shall  have  performed  and  complied  with  all  of  its
          obligations under this Agreement which are to be performed or complied
          with  by  its  by  the  Closing  Date;

     (c)  The  Vendor  shall  deliver  to  Whistler:

          (i)  satisfactory  documentation  evidencing  the sale and transfer of
               the  Property  to  Whistler  in  a form necessary for Whistler to
               record  its  interest  in  the

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                                       5

               Property  with  the  Clark County
               Recorder's  Office;

          (ii) an  executed  copy  of  the  Pooling Agreement attached hereto as
               Schedule  "B";

          (iii) a letter from the Commercial Federal Bank consenting to the sale
               of  the  Property  to  Whistler;

          (iv) written  confirmation  from  Salim  Rana that he will continue to
               personally  guarantee  the  mortgage  held  by Commercial Federal
               Bank;  and

          (v)  a  copy  of  resolutions  of  the  Vendor's  Board  of  Directors
               authorizing  the  sale  of  the  Property,  the  delivery  of the
               documents described in this subparagraph and the execution of the
               Pooling  Agreement  attached  hereto  as  Schedule  "B".

8.          FURTHER  ASSURANCES

          The  parties  hereto  covenant  and  agree to do such further acts and
execute  and deliver all such further deeds and documents as shall be reasonably
required  in  order  to fully perform and carry out the terms and intent of this
Agreement.

9.          ENTIRE  AGREEMENT

          This  Agreement  constitutes  the entire agreement to date between the
parties  hereto  and  supersedes  every  previous  agreement,  communication,
expectation,  negotiation,  representation  or  understanding,  whether  oral or
written,  express  or  implied, statutory or otherwise, between the parties with
respect  to  the  subject  of  this  Agreement.

10.          TIME  OF  ESSENCE

          Time  shall  be  of  the  essence  of  this  Agreement.

11.          TITLES

          The  titles  to  the  respective sections hereof shall not be deemed a
part of this Agreement but shall be regarded as having been used for convenience
only.

12.          CURRENCY

          All funds referred to under the terms of this Agreement shall be funds
designated  in  the  lawful  currency  of  the  United  States  of  America.

13.          SEVERABILITY


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                                       6


          If  any  one  or  more  of  the  provisions contained herein should be
invalid,  illegal  or  unenforceable  in  any  respect in any jurisdictions, the
validity, legality and enforceability of such provisions shall not in any way be
affected  or  impaired  thereby  in  any  other  jurisdiction  and the validity,
legality  and  enforceability of the remaining provisions contained herein shall
not  in  any  way  be  affected  or  impaired  thereby.

14.          APPLICABLE  LAW

          The  situs of the Agreement is Las Vegas, Nevada, and for all purposes
this  Agreement  will  be  governed exclusively by and construed and enforced in
accordance  with  laws  prevailing in the State of Nevada.  The parties agree to
attorn  to  the  jurisdiction  of  the  Courts  of  the  State  of  Nevada.

15.          ENUREMENT

          This  Agreement  shall enure to the benefit of and be binding upon the
parties  hereto  and  their  respective  successors  and  permitted  assigns.

          IN  WITNESS WHEREOF this Agreement has been executed as of the day and
year  first  above  written.

SALIM S. RANA INVESTMENTS CORP.           WHISTLER  INVESTMENTS, INC.

per: /s/ Salim S. Rana                    per: /s/ Stacey Fling
_______________________________           _________________________________
Salim S. Rana                                 Authorized  Signatory