<PAGE>

SUBJECT PROPERTY:           622-632 POLK                            PAGE 3 OF 3
                  -------------------------------------------------

     I.   COMMON INTEREST DEVELOPMENT.  Where applicable to the property, within
          twenty (20) days of acceptance, Seller shall furnish Buyer, at 
          Seller's expense, copies of the subject property's current 
          Covenants, Conditions, and Restrictions; articles of 
          incorporation; bylaws; rules and regulations; financial 
          statements; current budget, including delinquent assessments, 
          penalties and attorney fees and shall advise Buyer of pending 
          special assessments or potential or pending litigation. Buyer 
          shall have seven (7) days from date of receipt of the above 
          information to notify Seller of his/her approval. Seller to pay 
          all homeowners' association transfer fees.  NOTE: Buyer 
          acknowledges that inspections and repairs required by this 
          contract may be subject to the approval of, and limited in scope 
          by the homeowners' association.
          
     J.   ENTIRE AGREEMENT.  This contract contains the entire agreement of the
          parties and any agreement or representation respecting the property or
          the duties of Buyer and Seller not expressly set forth herein is null
          and void.  Each party represents that they have not relied on any
          statements of the real estate agent or Broker which are not contained
          in this contract.  Each party acknowledges that they have thoroughly
          read and approved each of the provisions prior to signing this
          document.

8.   LIQUIDATED DAMAGES AS SPECIFIED IN OFFER.
     A.   LIQUIDATED DAMAGES REQUESTED:      Seller: ( /s/ [ILLEGIBLE]  )
                                                      ------------------
                                             Buyer:  (                  )
                                                      ------------------ 
     B.   LIQUIDATED DAMAGES DECLINED:       Seller: ( /s/ [ILLEGIBLE]  )
                                                      ------------------ 
                                             Buyer:  (                  )
                                                      ------------------ 
          ACKNOWLEDGEMENT: FUNDS PLACED IN ESCROW OR OTHER TRUSTEE ACCOUNT MAY
          NOT BE AUTOMATICALLY RELEASED UPON ANY DISPUTE BETWEEN THE PARTIES.
          STANDARD PRACTICE REQUIRES A RELEASE SIGNED BY ALL PARTIES PRIOR TO
          ANY DISBURSEMENT.

9.   ARBITRATION OF DISPUTES AS SPECIFIED IN OFFER.
     A.   ARBITRATION OF DISPUTES REQUESTED: Seller: ( /s/ [ILLEGIBLE]  )
                                                      ------------------
                                             Buyer:  (                  )
                                                      ------------------

     B.   ARBITRATION OF DISPUTES DECLINED:  Seller: (                  )
                                                      ------------------
                                             Buyer:  (                  )
                                                      ------------------

10.  AGENCY CONFIRMATION.  The following agency relationship(s) are hereby
     confirmed for this transaction:
     LISTING AGENT:  COLDWELL BANKER is the agent of (check one):
     / /  the seller exclusively; or /X/  both the Buyer and the Seller.
     SELLING AGENT: (Broker's Name)  COLDWELL BANKER (if not the same as Listing
     Agent) is the agent of (check one):
     / / the Buyer exclusively; or / / the Seller exclusively; or
     /X/ both the Buyer and Seller.

11.  ADDITIONAL TERMS;
       1. SELLER HAS MADE COUNTEROFFERS TO MORE THAN ONE PROSPECTIVE PURCHASER
          AND ACCEPTANCE IS NOT EFFECTIVE UNLESS AND UNTIL SELLER GIVES WRITTEN
          NOTIFICATION OF ACCEPTANCE TO ONE OF THE BUYERS.
       2. AMERICAN HOTELS, INC. STATES THAT ALL FURNITURE, FURNISHINGS, CARPETS
          AND PERSONAL PROPERTY IN THE BUILDING BELONG TO AMERICAN HOTELS, INC.
          THUS, AND NEGOTIATIONS REGARDING FURNITURE, FURNISHINGS, CARPETS AND
          PERSONAL PROPERTY SHOULD BE DIRECTED TO AMERICAN HOTELS, INC.
       3. ATTACHED 2 PAGE ADDENDUM FOR CDL 14 IS INCORPORATED AND MADE A PART
          HEREIN OF THIS CONTRACT.
       4. THIS IS AN "AS IS" SALE. BUYER SHOULD PAY FOR ALL COSTS FOR REPORTS,
          INSPECTIONS, AND INVESTIGATIONS, AS WELL AS ANY COSTS FOR REPAIRS
          RECOMMENDED FROM SAID REPORTS.

12.  ADDITIONAL ADDENDA ________________________________________ to be signed by
     Buyer and Seller, are attached and made a part hereof.

13.  OFFER AND ACCEPTANCE.  Seller reserves the right to continue to offer the
     herein described property for sale and to accept any offer at any time
     prior to delivery to Seller, or ___________________ of a copy of this
     Counteroffer duly accepted and signed by Buyer.  Unless this Counteroffer
     is accepted on or before THUR. JULY 3, 1997 by 12:00 / / AM /X/ PM, it
     shall be deemed revoked and the deposit shall be returned to Buyer.  This
     contract and any addendum or modification, including any photocopy or
     facsimile, may be executed in counterpart, all of which shall constitute
     one writing.  In the event facsimile transmissions are used and followed up
     by signatures on original copies, the date and time references on the
     facsimile copy shall be the effective date and times for the contract.
     SIGNATURE OF AGENT DOES NOT CONSTITUTE ACCEPTANCE.

RECEIPT OF A COPY IS HEREBY ACKNOWLEDGED.   SELLER  WELLS FARGO BANK, TRUSTEE
                                                    ----------------------------

DATE    7/01/97      TIME    1:30 PM        SELLER  BY: /s/ Jeffrey Hisech
        -------              -------                ----------------------------
                                                           JEFFREY HISECH
                                                    ----------------------------
                                                      ASSISTANT VICE PRESIDENT
                                                    ----------------------------

                                                    BY: /s/ Maureen C. McCartin
                                                    ----------------------------
                                                         MAUREEN C. McCARTIN
                                                    ----------------------------
                                                            VICE PRESIDENT
                                                    ----------------------------

The undersigned Buyer agrees to purchase the property on the terms and
conditions set forth above , / / except as follows:
     PURCHASE PRICE TO BE $1,850,000.00. EXHIBIT B TO BE INCORPORATED INTO THIS
     CONTRACT.

Unless this Counter to the Counteroffer is duly accepted on or before July 7,
1997 by 4:00 / / AM /X/ PM, it shall be deemed revoked and the deposit shall be
returned to Buyer.

RECEIPT OF A COPY IS HEREBY ACKNOWLEDGED.   BUYER   /s/ [ILLEGIBLE]
                                                    ----------------------------

DATE   July 3, 1997  TIME    12:00 NOON     BUYER
       ------------          ----------             ----------------------------

Buyer's Counter to the Counteroffer is hereby accepted and Seller agrees to sell
on the terms and conditions set forth above.

                                            SELLER  WELLS FARGO BANK, TRUSTEE
                                                    ----------------------------

DATE    7-3-97       TIME    4:00 PM        SELLER  BY: /s/ Maureen C. McCartin
        ------               -------                ----------------------------
                                                         MAUREEN C. McCARTIN
        -------              -------                ----------------------------
                                                            VICE PRESIDENT
        -------              -------                ----------------------------


                                                                     PAGE 3 OF 3
<PAGE>

                                     EXHIBIT B
                         622-632 POLK STREET, SAN FRANCISCO

REGARDING ITEM 10(a) OF ADDENDUM FORM CDL-14:

BUYER INTENDS TO PURCHASE THE PROPERTY IN "AS IS" CONDITION.  HOWEVER, THE BUYER
STATES THAT THEY HAVE NOT INSPECTED THE PROPERTY  TO THE FULL EXTENT DEEMED
APPROPRIATE AND WISH TO CONDUCT FURTHER INSPECTIONS AFTER ACCEPTANCE OF THEIR
OFFER TO PURCHASE THE ABOVE PROPERTY.

THE BUYER SHALL HAVE 21 DAYS AFTER ACCEPTANCE TO CONDUCT ADDITIONAL INSPECTIONS.
THIS CONTRACT IS CONTINGENT UPON BUYERS APPROVAL, IN WRITING, OF ALL OF THESE
INSPECTIONS.  SELLER IS TO ALLOW COMPLETE ACCESS TO THE VARIOUS INSPECTORS
DURING THIS PERIOD.

THE BUYER WILL USE BEST EFFORTS TO COMPLETE AND REVIEW ALL INSPECTION DATA
WITHIN THIS TIME-FRAME.  IF THERE ARE DELAYS IN RECEIVING REPORTS DUE TO FACTORS
BEYOND THE BUYERS CONTROL, THE SELLER WILL GRANT A REASONABLE EXTENSION OF TIME
UPON WRITTEN REQUEST OF THE BUYER.

TO CLARIFY THE CONTRACT, ITEM 10(e) IS TO BE WAIVED.  ESCROW TO CLOSE ON OR
BEFORE SEPTEMBER 5, 1997.

DATED     July 3, 1997                  BUYER        /s/ [ILLEGIBLE]
     -----------------------                 ---------------------------------
                                                 WELLS FARGO BANK, TRUSTEE
                                             ---------------------------------


DATED        7-3-97                     SELLER  By   /s/ Maureen C. McCartin
     -----------------------                  --------------------------------
                                                    MAUREEN C. McCARTIN
                                              --------------------------------
                                                      VICE PRESIDENT

                                                By:  Jeffrey Hisech
                                              --------------------------------


<PAGE>


                         ADDENDUM TO CALIFORNIA ASSOCIATION
     OF REALTORS COMMERCIAL REAL ESTATE PURCHASE CONTRACT, RECEIPT FOR DEPOSIT
                       AND ESCROW INSTRUCTIONS (FORM CDL-14)



     The California Association of Realtors Commercial Real Estate Purchase
Contract, Receipt for Deposit and Escrow Instructions (Form DLF-14)
("Agreement"), to which this Addendum is attached and incorporated into by this
reference, is hereby modified and amended as follows, notwithstanding any
provision of the Agreement to the contrary:

1.   BROKER'S COMPENSATION:  Wells Fargo Bank, N.A., in its fiduciary capacity,
     agrees to pay Broker as a commission, 6% of the selling price, if during
     the listing period or any extension thereof any anyone (exclusive right to
     sell listing) procure(s) a buyer on the terms stated in this listing
     agreement or any other terms acceptable to Wells Fargo Bank, N.A., in its
     fiduciary capacity.  The commission shall be earned and payable, as
     specified by the Court approving the subject sale or as agreed upon, only
     on the close of escrow and recording of the deed.  Any fee or commission
     due to any other broker in connection with the sale shall be paid by Broker
     prior to or concurrently with payment by Wells Fargo Bank, N.A., in its
     fiduciary capacity, to Broker.

2.   PAYMENT OF PURCHASE PRICE:  The purchase price shall be paid all in cash.

3.   BUYER'S DEPOSIT:  Broker is authorized to accept buyer's deposit only as 
     buyer's agent until acceptance of the offer by Wells Fargo Bank, N.A., 
     in its fiduciary capacity. Buyer's deposit shall be in the form of a 
     cashier's check.  All checks must be made payable to the order of the 
     escrow company.

4.   CONDITION OF TITLE/TITLE INSURANCE:  Title will be subject to the
     exceptions shown on any preliminary title report.  Evidence of title will
     be a California Land Title Association (CLTA) standard policy of title
     insurance to be paid for by Buyer.  Wells Fargo Bank, N.A., in its
     fiduciary capacity, shall execute a quitclaim or trustee's deed only.  If
     for any reason whatsoever title in the manner set forth herein cannot be
     conveyed by Wells Fargo Bank, N.A., in its fiduciary capacity, Wells Fargo
     Bank, N.A., in its fiduciary capacity, shall have the right to withdraw
     from the transaction, and shall be released from all liability hereunder.

5.   EXCULPATION OF WELLS FARGO BANK, N.A.:  It is understood and agreed by
     Buyer that Wells Fargo Bank, N.A. is executing this agreement  in its
     fiduciary capacity only and Wells Fargo Bank, N.A., in all capacities, and
     Wells Fargo Bank, N.A.'s affiliates, shareholders, officers, directors,
     employees and agents are not and shall not be liable hereunder, directly or
     indirectly, except for willful misconduct, under or by execution of this
     Agreement.  The rights and claims of Buyer as against Wells Fargo Bank,
     N.A., in any capacity, shall be limited exclusively to such rights as Buyer
     may have against the trust or other estate or entity represented herein by
     Wells Fargo Bank, N.A.  Any liability of Wells Fargo Bank, N.A., in any
     capacity (including without limitation Wells Fargo Bank, N.A.'s
     shareholders, officers, directors, affiliates, agents, and employees) to
     Buyer or any other person shall be limited to the interest of the trust or
     other estate or entity represented herein by Wells Fargo Bank, N.A. in the
     Property.  Buyer or any other person claiming through Buyer agrees to look
     solely to such interest for the recovery of any judgment against Wells
     Fargo Bank, N.A., in any capacity.  It is the intent of the parties that
     neither (a) such trust or other estate or entity represented herein by
     Wells Fargo Bank, N.A., (b) its trustees or beneficiaries, nor (c) any 
     other assets of such trust or other estate or entity represented herein by
     Wells Fargo Bank, N.A. or its trustees or beneficiaries shall be liable 
     for any such judgment.  Buyer hereby irrevocably and unconditionally 
     releases and forever discharges Wells Fargo Bank, N.A., in all capacities,
     and its affiliates, shareholders, officers, directors, employees and 
     agents ("Releasees"), from all liabilities, claims, rights, damages, 
     losses, and expenses, including attorney's fees, of any nature whosoever, 
     known or unknown, suspected or unsuspected, fixed or contingent, which it 
     now has or claims to have, or at any time heretofore had or claimed to 
     have, against the Releasees arising out of or related to the Property or 
     the physical condition of the Property, including, without limitation, the
     content or accuracy of any report, study, opinion or conclusion of any 
     person or entity who has examined the Property or any aspect thereof.

     BUYER EXPRESSLY WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES
     AS FOLLOWS:  "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
     CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF 
     EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY 
     AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

6.   APPROVALS:  The obligations of Wells Fargo Bank, N.A., in its fiduciary
     capacity, under this Agreement are expressly contingent upon obtaining
     court approval, if required, and approval of the required management
     persons or committee at Wells Fargo Bank, N.A., and all other owners of
     interests in the Property, if any.

7.   AMENDMENTS:  This Agreement cannot be altered, amended or modified in any
     way except in a writing signed by the party against whom which enforcement
     of such alteration, amendment or modification is sought.

8.   FINANCING WITH WELLS FARGO BANK, N.A.:  Buyer does not intend to finance
     the purchase of the Property through Wells Fargo Bank, N.A.  Buyer agrees 
     to inform Wells Fargo Bank, N.A. of any change in financing plans.  If
     financing is ultimately obtained through Wells Fargo Bank, N.A., this sale
     is contingent on approval of such financing by appropriate parties.

9.   ACCEPTANCE BY WELLS FARGO BANK, N.A.:  This offer will be null and void,
     and the Deposit shall be returned to Buyer, if not accepted by Wells Fargo
     Bank, N.A., in its fiduciary capacity. Buyer's offer and the acceptance 
     hereof by Wells Fargo Bank, N.A., in its fiduciary capacity, will 
     constitute the sale agreement ("Sale Agreement").

10.  ADDITIONAL TERMS AND CONDITIONS:  This Agreement is subject to the
     following terms and conditions:

     (a)  The Property, including all fixtures and any personal property, is
          being purchased by Buyer in its "AS IS" condition, without any express
          or implied warranties.  Buyer waives any and all obligations or claims
          based on any patent or latent defects.  Any documents or information
          furnished to Buyer is furnished as a courtesy only and is furnished
          without any warranty or representation whatsoever.  Buyer hereby
          represents that Buyer or Buyer's agent has inspected the property to
          the full extent deemed appropriate and is satisfied with and accepts
          its condition, including without limitation all matters relating to
          land use restrictions, structural matters, soil conditions, hazardous
          materials and environmental conditions.

     (b)  Buyer has not relied on any acts, including any written or oral
          statements, by Wells Fargo Bank N.A., in any capacity, or any person
          acting on Wells Fargo Bank, N.A.'s behalf, in submitting Buyer's 
          offer, but rather has relied solely on his, her or its own 
          independent investigation of the Property.

     (c)  Buyer agrees to accept title to the Property subject to any and all
          covenants, conditions, restrictions, reservations, rights,
          rights-of-way, and easements or record, if any, and any unpaid taxes
          not delinquent at close of escrow.  Any special assessments or bonds
          will be:  ( ) assumed by Buyer without offset or ( ) paid by Wells
          Fargo Bank, N.A., in its fiduciary capacity.

     (d)  Rental income, deposits, taxes, and any other related items will be
          prorated as of the date title to the Property is transferred to Buyer.
          Buyer will pay the cost of any termite report or repair work and all
          closing costs of this transaction, except transfer taxes, unless such
          taxes are customarily paid by Buyer in


                                          1
<PAGE>

          the county where the Property is located.  Buyer is responsible for
          obtaining all insurance coverage Buyer deems appropriate upon close of
          escrow.

     (e)  Buyer will establish an escrow, subject to the approval of Wells Fargo
          Bank, N.A., in its fiduciary capacity, to close on or before 45 days
          after acceptance hereof by Wells Fargo Bank, N.A., in its fiduciary
          capacity, or, if applicable, after court confirmation of sale.

     (f)  Possession of the Property will be delivered to Buyer (a) on close of
          escrow or (b) not later than ________ days after close of escrow or
          (c)__________________________________________________________________.

     (g)  IF SALE CANNOT BE COMPLETED BY REASON OF ANY DEFAULT BY BUYER, WELLS
          FARGO BANK, N.A., IN ALL CAPACITIES, WILL BE RELEASED FROM ANY AND ALL
          OBLIGATIONS HEREUNDER AND MAY PROCEED UPON ANY CLAIM OR REMEDY WHICH
          IT MAY HAVE IN LAW OR EQUITY; PROVIDED, HOWEVER, THAT BY PLACING THEIR
          INITIALS HERE BUYER (   ) AND WELLS FARGO BANK, N.A., IN ITS FIDUCIARY
          CAPACITY, (   ) AGREE THAT WELLS FARGO BANK, N.A., IN ITS FIDUCIARY
          CAPACITY, WILL RETAIN THE DEPOSITS AS ITS LIQUIDATED DAMAGES.  IF THE
          PROPERTY IS A DWELLING WITH NO MORE THAN FOUR UNITS, ONE OF WHICH 
          THE BUYER INTENTS TO OCCUPY AS HIS OR HER RESIDENCE, WELLS FARGO 
          BANK, N.A., IN ITS FIDUCIARY CAPACITY, WILL RETAIN AS LIQUIDATED 
          DAMAGES THE DEPOSIT ACTUALLY PAID, OR AN AMOUNT THEREFROM NO MORE 
          THAN 3% OF THE PURCHASE PRICE, AND PROMPTLY RETURN ANY EXCESS TO 
          BUYER.  IF SALE CANNOT BE COMPLETED BECAUSE OF THE INABILITY OF 
          WELLS FARGO BANK, N.A., IN ITS FIDUCIARY CAPACITY, TO CONVEY TITLE,
          BUYER WILL BE RELEASED FROM ANY AND ALL OBLIGATIONS HEREUNDER 
          AND THE DEPOSIT WILL BE PROMPTLY RETURNED TO BUYER.

     (h)  The terms and conditions set forth in the attached Counter Offer and
          this Addendum supercedes any similar clauses that exist in the
          original contract.

11.  GROSS/NET:  This offer is a Gross offer, subject to the commission
     indicated above.  Buyer holding Wells Fargo Bank, N.A. harmless should any
     commission arising out of Buyer's actions become subsequently payable. 
     Broker agrees to look solely to Buyer for compensation.

     Signature of Broker:
                         -------------------------------------------------------

12.  DISCLOSURE:  California Civil Code Section 1102.1 states that the article
     requiring the statutory Real Estate Transfer Disclosure Statement specified
     in Civil Code Section 1102.6 does not apply to "(d) Transfers by a
     fiduciary in the course of the administration of a decedent's estate,
     guardianship, conservatorship, or trust."

     WELLS FARGO BANK N.A., in its           BUYER:
     fiduciary capacity as Trustee



By: /s/ Jeffery Hisech                       /s/ [ILLEGIBLE]
   --------------------------------          -----------------------------------
                                             Buyer's Signature



Title:  JEFFERY HISECH
      ASSISTANT VICE PRESIDENT
     ------------------------------



By: /s/ Maureen C. McCartin
   --------------------------------          -----------------------------------
                                             Buyer's Signature


Title: MAUREEN C. McCARTIN
         VICE PRESIDENT
     ------------------------------



Dated: 7/1/97                                Dated: July 3, 1997
     ------------------------------               ------------------------------




     OTHER OWNERS:



     ------------------------------

     ------------------------------

     ------------------------------



                                          2
<PAGE>


[LOGO]


                               RENTAL PROPERTY ADDENDUM



BUYER: CALIFORNIA CULINARY ACADEMY      SELLER: WELLS FARGO BANK, TRUSTEE
      -----------------------------            ---------------------------------

BUYER:                                  SELLER:
      -----------------------------            ---------------------------------

SUBJECT PROPERTY:   622-632 POLK
                 ---------------------------------------------------------------



This ADDENDUM is made a part of the attached Real Estate Purchase Contract by
and between the above referenced SELLER and BUYER dated___________________ 19__
and together with that document will constitute joint escrow instructions to the
escrow holder and will supersede any comparable provisions in the Real Estate
Purchase Contract.


/X/  1.   Buyer agrees to take this property subject to existing leases and
          rights of the tenants.  Seller to deliver copies of all leases and
          rental agreements (including notices sent to tenants), and income and
          expense statements to Buyer, within seven (7) days of acceptance.  The
          contract is contingent upon Buyer's inspection and approval of all
          these documents within seven (7) day of receipt, and further
          conditioned upon inspection of all units within seven (7) days of
          acceptance of the contract.  Seller to advise Buyer in writing of any
          oral or written modification to the written lease agreements.  During
          escrow Seller agrees that no changes in leases or tenancies shall be
          made, nor new rental agreements entered into without prior written
          consent of Buyer.  Seller shall transfer all tenants' deposits and a
          statement of accounting as to those deposits to Buyer at close of
          escrow, and send all requisite written notification of same to
          tenants.  Buyer understands that a local rent control ordinance may
          exist which could regulate the rights and duties of owners and
          tenants.  Buyer has not relied on any representations by Broker(s) as
          to the income producing potential of the property or its rentability. 
          COLDWELL BANKER STRONGLY RECOMMENDS THAT BUYER AND SELLER REVIEW THE
          TAX AND LEGAL CONSEQUENCES OF THIS TRANSACTION WITH THEIR ATTORNEY
          AND/OR ACCOUNTANT PRIOR TO PROCEEDING WITH THIS TRANSACTION.

/ /  2.   Buyer understands and acknowledges that the property is currently
          occupied by tenants(s) under the terms of a ______________________
          agreement.

          The property shall be vacant at close or escrow.  Seller agrees to
          accept full responsibility for providing proper notice to vacate to
          the tenant(s) and for removal of the tenant(s). If at the end of 
          the notice period or at the time for closing, whichever occurs 
          first, tenant(s) or any other person remain in possession of the 
          subject property, then Buyer, at Buyer's sole option, may choose 
          to either postpone the closing of escrow until the property is 
          vacant, or void this contract and have all unused deposits 
          returned to Buyer.  COLDWELL BANKER STRONGLY RECOMMENDS THAT
          SELLER REVIEW THE TAX AND LEGAL CONSEQUENCES OF THIS TRANSACTION WITH
          THEIR ATTORNEY AND/OR ACCOUNTANT PRIOR TO PROCEEDING WITH THIS
          TRANSACTION.

          / /  In the event escrow is delayed as a result of Seller's inability
               to remove the tenant or any other person from the property, and
               Buyer agrees to extend the close of escrow, then Seller agrees to
               pay Buyer $_____________ per day until escrow closes.

          BUYER AND SELLER UNDERSTAND AND ACKNOWLEDGE THAT THE REAL ESTATE AGENT
          OR BROKER IS NOT ASSUMING RESPONSIBILITY FOR THE ISSUES COVERED IN
          SECTION 2.

/ /  3.   Buyer understands and acknowledges that the property is not currently
          being used for rental purposes but it is Buyer's intent to use this
          property as such.  Buyer understands that a local rent control
          ordinance may exist which could regulate the rights and duties of
          owners and tenants.  Buyer has been advised to satisfy Buyer's
          concerns as to the rentability of the property with all appropriate
          governmental agencies.  Buyer acknowledges that Buyer has not relied
          on any representations by Broker(s) as to the income producing
          potential of the property or its rentability.  COLDWELL BANKER
          STRONGLY RECOMMENDS THAT BUYER REVIEW THE TAX AND LEGAL CONSEQUENCES
          OF THIS TRANSACTION WITH THEIR ATTORNEY AND/OR ACCOUNTANT PRIOR TO
          PROCEEDING WITH THIS TRANSACTION.

/ /  4.   Additional terms.

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------

          ----------------------------------------------------------------------


DATED July 3, 1997        BUYER /s/ [ILLEGIBLE]
     ----------------          ------------------------------------------------


DATED                     BUYER
     ----------------          ------------------------------------------------


DATED                     SELLER  WELLS FARGO, BANK, TRUSTEE
     ----------------           -----------------------------------------------


DATED 7/1/97              SELLER  BY:/s/ [ILLEGIBLE] BY:/s/ Maureen C. McCartin
     ----------------          ------------------------------------------------