SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


(Mark One)
   [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended June 30, 2001.

   [  ]  Transition report under Section 13 or 15(d) of the Securities Exchange
 Act of 1934 for the transition period from              to               .
                                            ------------    --------------


         Commission file number:000-27691
                                ---------


                   GOLDEN OPPORTUNITY DEVELOPMENT CORPORATION
                  --------------------------------------------
        (Exact name of small business issuer as specified in its charter)





              Nevada                                    87-0067813
             --------                                  ------------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)





            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
            ---------------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (801) 575-8073
                           (Issuer's telephone number)


         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                                    Yes XX           No
                                        --             ----


         The number of outstanding shares of the issuer's common stock, $0.001
par value (the only class of voting stock), as of August 13, 2001 was 7,758,050.




<PAGE>




                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS.................................................1

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............2


                                     PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.....................................6

SIGNATURES....................................................................7

INDEX TO EXHIBITS.............................................................8











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<PAGE>



ITEM 1.           FINANCIAL STATEMENTS

         As used herein, the term "Company" refers to Golden Opportunity
Development Corporation, a Nevada corporation, and its subsidiaries and
predecessors unless otherwise indicated. Consolidated, unaudited, condensed
interim financial statements including a balance sheet for the Company as of the
quarter ended June 30, 2001, and statements of operations, and statements of
cash flows for the interim period up to the date of such balance sheet and the
comparable period of the preceding year are attached hereto as Pages F-1 through
F-4 and are incorporated herein by this reference.










                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]






                                       1

<PAGE>




                   Golden Opportunity Development Corporation
                        Unaudited Condensed Balance Sheet


                                                                   June 30, 2000
                                                                    (Unaudited)
                                                             ----------------

ASSETS
      Current Assets:                                     $
            Cash and cash equivalents                                      15
            Other                                                           -
                                                             ----------------
                 Total current assets                                      15

      Property and Equipment                                        2,670,395
          Less: Accumulated depreciation                             (199,651)
                                                             ----------------
      Property and Equipment (net of depreciation)                  2,470,744

TOTAL ASSETS                                              $         2,470,759
                                                             ----------------

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

LIABILITIES AND STOCK HOLDERS' EQUITY
      Current Liabilities:
            Bank overdrafts                                             2,646
            Accounts payable                                           19,856
            Accounts payable-related party                            393,286
            Current portion of Long Term Obligations                   29,496
                                                             ----------------
                 Total current liabilities                            445,284

      Long Term Obligations (net of current portion)                1,768,176
                                                             ----------------

TOTAL LIABILITIES                                                   2,213,460

      Stockholders' equity
            Common stock $.001 par value
            shares, 100,000,000 shares
            authorized; 7,758,050 shares issued
            and outstanding on June 30, 2001                            7,758
            Additional paid in capital                              1,304,182
            Retained Earnings (Deficit)                            (1,054,641)
                 Total stockholders' equity                           257,299
                                                             ----------------

TOTAL LIABILITIES AND EQUITY                              $         2,470,759
                                                             ----------------
                                                                      257,299
                                                             ================






                        See notes to financial statements






                                       F-1

<PAGE>



                   Golden Opportunity Development Corporation
                  Unaudited Condensed Statements of Operations
<TABLE>
<CAPTION>
                                                       Three Months Ended                         Six Months Ended
                                                             June 30,                                 June 30,
                                                     2001                 2000                2001                 2000
                                                     ----                 ----                ----                 ----
<S>                                           <C>                  <C>                    <C>                  <C>

REVENUE
     Hotel Revenue                             $           46,044   $          67,242             110,661              134,878
     Lease Revenue                                            690               9,685                 814               23,005
                                                 ----------------      --------------      --------------       --------------
          Total Revenue                                    46,734              76,927             111,475              157,883

EXPENSES
     Hotel Direct Costs                                    67,647             100,832             161,974              223,870
     Selling, general & administrative                      4,000              10,054              14,820               20,494
     Depreciation                                          12,167              25,757              24,645               36,181
     Interest Expense                                      27,032              27,451              54,173               56,107
                                                 ----------------      --------------      --------------       --------------
           Total Operating Expenses                       110,846             164,094             255,612              336,652
                                                 ----------------      --------------      --------------       --------------


NET LOSS                                       $          (64,112)  $         (87,167)           (144,137)            (178,769)

BASIC AND DILUTED LOSS
PER COMMON SHARE                               $            (0.01)  $           (0.34)              (0.02)               (0.70)
                                                 ----------------      --------------      --------------       --------------

BASIC AND DILUTED
WEIGHTED AVERAGE
SHARES OUTSTANDING                                      7,758,050             255,423           7,758,050              255,423

</TABLE>








                        See notes to financial statements




                                       F-2

<PAGE>



                   Golden Opportunity Development Corporation
                  Unaudited Condensed Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                    Six Months               Six Months
                                                                                       Ended                   Ended
                                                                                   June 30, 2001           June 30, 2000

                                                                                -------------------      ------------------
CASH FLOWS FROM OPERATION ACTIVITIES
<S>                                                                         <C>                       <C>
     Net loss                                                                $             (144,137)   $           (178,769)
     Adjustments to reconcile net loss to net cash provided (used) by
     operating activities:
          Depreciation and amortization                                                      24,645                  36,181
     Changes in operating assets and liabilities (net of effect from
     acquisitions)
          Other Assets                                                                            -                    (616)
          Bank overdrafts                                                                     2,646                       -
          Accounts Payable                                                                   (6,503)                (13,887)
          Accounts Payable-Related Parties                                                  122,100                 168,892
          Accrued Expenses                                                                    8,344                       -
                                                                                -------------------      ------------------
               Total adjustments                                                            151,232                 190,570
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES                                                                                    7,095                  11,801
                                                                                -------------------      ------------------

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES
     Purchase of additional building improvements                                                 -                    (307)
                                                                                -------------------      ------------------
                                                                                                  -
CASH FLOWS FROM FINANCING ACTIVITIES
     Payments on Notes                                                                      (14,176)                (17,890)
                                                                                -------------------      ------------------
NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES                                                                                  (14,176)                (17,890)
                                                                                -------------------      ------------------

NET INCREASE (DECREASE) IN CASH EQUIVALENTS                                                  (7,081)                 (6,396)

CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD                                                                                        7,096                  10,027
                                                                                -------------------      ------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   $                   15    $              3,631


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
     Cash paid during the period for interest                                $               54,173    $             56,107
                                                                                -------------------      ------------------
</TABLE>
                        See notes to financial statements





                                       F-3

<PAGE>



                   Golden Opportunity Development Corporation
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                  June 30, 2001



1.  Basis of Presentation

The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance with the instructions in Form 10-QSB and,
therefore, do not include all information and footnotes required by generally
accepted accounting principles and should, therefore, be read in conjunction
with the Company's Annual Report to Shareholders on Form 10-KSB for the fiscal
year ended December 31, 2000. These statements do include all normal recurring
adjustments which the Company believes necessary for a fair presentation of the
statements. The interim operations results are not necessarily indicative of the
results for the full year ended December 31, 2001.

2.  Related Party Transaction

During the six months ended June 30, 2001, the Company's parent and/or related
entities advanced $122,100 to cover operating deficiencies. The amount advanced
during the quarter ended June 30, 2001, was $56,100. The total amount payable
owed to related parties at June 30, 2001 was $393,286.

3.  Additional footnotes included by reference

Except as indicated in Notes above, there have been no other material changes in
the information disclosed in the notes to the financial statements included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2000.
Therefore, those footnotes are included herein by reference.




                                       F-4

<PAGE>



ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

As used herein the term "Company" refers to Golden Opportunity Development
Corporation, its subsidiaries and predecessors, unless the context indicates
otherwise. The Company was incorporated in Louisiana on May 7, 1997 for the
purpose of engaging in any lawful activity for which corporations may be formed
under the Business Corporation Law of Louisiana.

The Company is currently engaged in the business of operating and acquiring
hospitality property. The Company currently owns a 134 unit motel, a restaurant
facility and four adjacent office retail buildings in Baton Rouge, Louisiana
(the "Motel"). The Motel is located next to the Mississippi River, three blocks
from a river boat dock, at 427 Lafayette Street, Baton Rouge, Louisiana. The
Company is also actively seeking to acquire other hospitality properties.

The Company's operations are largely being overseen by Diversified Holdings I,
Inc., a subsidiary of Axia Group, Inc a majority shareholder, (the "Parent
Company") by way of a Management Agreement entered into on April 30th, 1999
between the Company and the Parent Company. The Company agreed to compensate
Diversified Holdings I, Inc. $10,000 per month plus 5% of net income, if any, in
excess of $5,000 in return for management services provided by Diversified
Holdings I, Inc.

The Company has listed the property for sale with Brooks Hearn, a real estate
broker in Baton Rouge, Louisiana, for a listed sale price of $2,500,000. On June
10, 2001 the Company received and accepted an offer to buy the motel for
$2,332,000. The closing of the sale is pending due to the terms and conditions
set forth in the sales agreement (see exhibit 10(iii)).

Results of Operations

Revenues

Revenues for the quarter ended June 30, 2001, decreased to $46,734 from $76,927
for the quarter ended June 30, 2000, a decrease of 39%. The decrease in revenues
was attributable to a decrease in commercial tenant and retail rental occupancy.

Revenues for the six months period ended June 30, 2001 were $111,475 compared to
$157,883 for the corresponding period ended June 30, 2000.

Losses

Net losses for the quarter ended June 30, 2001, decreased to $64,112 from
$87,167 for the quarter ended June 30, 2000, a decrease of 26%. The decrease in
losses is attributable to a decrease in repair direct costs and a dramatic
decrease in general and administrative expenses. The company has made
significant strides in decreasing overhead and direct costs at the motel through
reductions in work forces and elimination of unnecessary costs.

Net losses for the six months ended June 30, 2001, decreased to $144,137 from
$178,769 for the six months ended June 30, 2000, a decrease of 19%. The decrease
in losses is attributable to a decrease in repair direct

                                        2

<PAGE>



costs and a dramatic decrease in general and administrative expenses. The
company has made significant strides in decreasing overhead and direct costs at
the motel through reductions in work forces and elimination of unnecessary
costs.

The Company expects to continue to incur losses at least through fiscal 2001 and
there can be no assurance that the Company will achieve or maintain
profitability or that its revenue growth can be sustained in the future. It is
anticipated that upon the sale of the motel, the company will incur a long term
capital loss of approximately $200,000.

Expenses

General and administrative expenses for quarters ended June 30, 2001 and June
30, 2000, were $4,000 and $10,054, respectively. General and administrative
expenses for six months ended June 30, 2001 and June 30, 2000, were $14,820 and
$20,494, respectively.

Depreciation and amortization expenses for the quarters ended June 30, 2001 and
June 30, 2000 were $12,167 and $25,757 , respectively. The decrease was due to
fully depreciating some equipment and respective recalculation of amortization
schedules and valuations. Depreciation for the six months ended June 30, 2001
and 2000 was $24,645 and $36,181, respectively.

For the quarters ended June 30, 2001 and June 30, 2000, the Motel's direct
operating costs were $67,647 and $100,832 respectively, a decrease of $33,185.
This decrease is primarily attributable to a decrease expenses relating to
payroll and repairs and general maintenance costs.

Liquidity and Capital Resources

Cash flow provided by operations was $7,095 for the six months ended June 30,
2001, compared to $11,801 for the six months ended June 30, 2000.

Cash flow used in financing activities was $14,176 for the six months ended June
30, 2001, compared to $17,890 for the six months ended June 30, 2000. The
Company's cash flow used in financing activities decreased due to the fact that
the Company was able to retire less debt than it could in the previous year.

The Company has funded its cash needs from inception through June 30, 2001 with
revenues generated from its operations and advances from its Parent Company. In
addition, the Company may issue additional shares of its common stock pursuant
to a private placement or registered offering, if necessary to raise additional
capital.

Capital Expenditures

The Company has a working capital deficiency at June 30, 2001, in the amount of
$385,744. However, $393,286 of this working capital deficiency is owed to the
Company's Parent. The Company intends to fund the Motel's operations over the
course of the year with cash infusions until the property is sold or if the sale
falls through, with long term bank financing, increasing rental revenues from
increased occupancy rates and/or equity financing in the form of a private
placement offering.



                                        3

<PAGE>



Income Tax Expense (Benefit)

The Company has an income tax benefit resulting from net operating losses to
offset future operating profit.

Impact of Inflation

The Company believes that inflation has had a negligible effect on operations
over the past two years. The Company believes that it can offset inflationary
increases in the cost of materials and labor by increasing sales and improving
operating efficiencies.

Known Trends, Events, or Uncertainties

Lodging Industry Operating Risks. The Company is subject to all operating risks
common to the lodging industry. These risks include, among other things, (i)
competition for guests from other hotels, a number of which may have greater
marketing and financial resources than the Company, (ii) increases in operating
costs due to inflation and other factors, which increases may not have been
offset in recent years, and may not be offset in the future, by increased room
rates, (iii) dependance on business and commercial travelers and tourism, which
business may fluctuate and be seasonal, (iv) increase in energy costs and other
expenses of travel which may deter travelers, and (v) adverse effects of general
and local economic and weather conditions.

Capital Requirements and Availability of Financing. The Company's business is
capital intensive, and it will have significant capital requirements in the
future. The Company's leverage could affect its ability to obtain financing in
the future to undertake remodeling or refinancings on terms and subject to
conditions deemed acceptable to the Company. In the event that the Company's
cash flow and working capital are not sufficient to fund the Company's
expenditures or to service its indebtedness, it would be required to raise
additional funds through the sale of additional equity securities, the
refinancing of all or part of its indebtedness or the sale of assets. There can
be no assurances that any of these sources of funds would be available in an
amount sufficient for the Company to meet its obligations. Moreover, even if the
Company were able to meet its obligations, its leveraged capital structure could
significantly limit its ability to finance its remodeling program and other
capital expenditures to compete effectively or to operate successfully under
adverse economic conditions. Additionally, financial and operating restrictions
contained in the Company's existing indebtedness may limit the Company's ability
to secure additional financing, and may prevent the Company from engaging in
transactions that might otherwise be beneficial to the Company and to holders of
the Company's common stock. The Company's ability to satisfy its obligations
will also be dependant upon its future performance, which is subject to
prevailing economic conditions and financial, business and other factors beyond
the Company's control.

General Real Estate Investment Risks. The Company's investments are subject to
varying degrees of risk generally incident to the ownership of real property.
Real estate values and income from the Company's current properties may be
adversely affected by changes in national or local economic conditions and
neighborhood characteristics, changes in interest rates and in the availability,
cost and terms of mortgage funds, the impact of present or future environmental
legislation and compliance with environmental laws, the ongoing need for capital
improvements, changes in governmental rules and fiscal policies, civil unrest,
acts of God, including earthquakes and other natural disasters which may result
in uninsured losses), acts of war, adverse changes in zoning laws and other
factors which are beyond the control of the Company.



                                        4

<PAGE>



Value and Illiquidity of Real Estate. Real estate investments are relatively
illiquid. The ability of the Company to vary its ownership of real estate
property in response to changes in economic and other conditions is limited. If
the Company must sell an investment, there can be no assurance that the Company
will be able to dispose of it in the time period it desires or that the sales
price of any investment will recoup the amount of the Company's investment.

Property Taxes. The Company's property is subject to real property taxes. The
real property taxes on this property may increase or decrease as property tax
rates change and as the property is assessed or reassessed by taxing
authorities. If property taxes increase, the Company's operations could be
adversely affected.

Investment in Single Industry/Property. The Company is subject to risks inherent
in investments in a single industry/property. The effects on the Company's
revenues resulting from a downturn in the lodging industry would be more
pronounced than if the Company had diversified its investments outside of the
lodging industry.

                                     PART II


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
         are listed in the Index to Exhibits on page 7 of this Form 10-QSB, and
         are incorporated herein by this reference.

(b)      Reports on Form 8-K.   No reports were filed on Form 8-K during the
quarter.





                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]



                                        5

<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 13th day of August 2001.




Golden Opportunity Development
Corporation
                                                           August 13, 2001

By:     s/ Richard Surber
   -------------------------------------
       Richard Surber

Its:   President, Chief Executive Officer and
        Director


                                        6

<PAGE>



                                INDEX TO EXHIBITS


Exhibit
No.       Page No.         Description

2(i)     *           Articles of Incorporation of the Company dated May 7, 1997.
                    (Incorporated by reference filed with the Company's Form
                    10-SB/A-2 on May 2, 2000).

2(ii)    *          Amended Articles of Incorporation of the Company dated April
                    26, 1999. (Incorporated by reference filed with the
                    Company's Form 10-SB/2 on May 2, 2000).

2(iv)    *          By-laws of the Company. (Incorporated by reference filed
                    with the Company's Form 10- SB/A-2 on May 2, 2000).

Material Contracts

Exhibit
No.       Page No.         Description

10(i)    *          Management Agreement between the Company and Diversified
                    Holdings, I, Inc. dated April 30, 1999. (Incorporated by
                    reference filed with the Company's Form 10-SB/A-2on May 2,
                    2000).

10(ii)   *          Listing Contract between Brooks Hearn, Broker and Golden
                    Opportunity Development Corporation regarding the General
                    Lafayette Hotel in Baton Rouge, Louisiana.

10(iii)  8          Sales Agreement between LaFayette Development Holdings LLC
                    and Golden Opportunity Development Corporation for the sale
                    of the General LaFayette Motel in Baton Rouge, Louisiana




                                        7

<PAGE>



Exhibit 10(iii)







                               PURCHASE AGREEMENT

                                     BETWEEN

                   GOLDEN OPPORTUNITY DEVELOPMENT CORPORATION
                              A Nevada Corporation,



                                    AS SELLER

                                       and

                       LAFAYETTE DEVELOPMENT HOLDING, LLC

                     a Louisiana limited liability company,

                                  AS PURCHASER






                                        8

<PAGE>



                               PURCHASE AGREEMENT

         THIS PURCHASE AGREEMENT (this "Agreement") is executed as of the dates
below written, with the date of the last signature thereon constituting the
Contract Date (the "Contract Date") by GOLDEN OPPORTUNITY DEVELOPMENT
CORPORATION, a Nevada Corporation, (the "Seller") and LAFAYETTE DEVELOPMENT
HOLDING, L.L.C., a Louisiana limited liability company (the "Purchaser") or its
assigns.

                                    ARTICLE 1
                                      Sale

         Subject to the terms and conditions set forth in this Agreement, Seller
agrees to sell and convey to Purchaser, and Purchaser agrees to buy from Seller,
in fee simple, the property now or formerly known as the General Lafayette Hotel
(the "Hotel") in downtown Baton Rouge, Louisiana, described as follows:

         1.1 The Property. Those certain parcels of land situated in Baton
Rouge, Louisiana which parcels are more fully described on Exhibit 1.1 attached
hereto and incorporated herein by this reference, containing approximately
55,000 square feet and the Hotel and four adjoining retail buildings, and being
bounded by Lafayette Street, River Road, Main Street and Laurel Street, and
shall consist of all Property owned within that block be Seller and/or any of
its affiliates or subsidaries, together with all servitudes, easements, benefits
and other rights appurtenant thereto, including, without limitation, all right,
title and interest of Seller, if any, in and to: (a) the land underlying the
adjacent sidewalks or lying in the bed of any alley, street or highway adjoining
said parcel, (b) all water and mineral rights, (c) air rights, (d) development
rights associated with or appurtenant to said parcel, (e) rights in party walls
shared with neighboring buildings, (f) overhang rights over adjacent parcels,
and (g) all rights in vaults or other public spaces under adjacent streets,
alleys and sidewalks (collectively, the "Land"), together with all of Seller's
right, title and interest in all buildings and other improvements that are
located thereon, including, without limitation, the following items to the
extent located on the Land: all elevators, furnaces, heating, ventilating and
air-conditioning systems, mechanical, electrical and plumbing systems, party
walls, elevated walkways and other equipment, fixtures, fire prevention and
extinguishing apparatus, and other items of property located therein or
connected thereto that constitute real property under applicable law
(collectively, the "Improvements" and, together with the Land, the "Property").

         1.2 Personal Property. The following personal or movable property,
whether tangible or intangible, and all of Seller's rights therein, whether
legal, beneficial, direct or contingent, and whether exclusive, non-exclusive or
otherwise:(a)all furniture, furnishings, fixtures, vehicles, rugs, mats,
carpeting, appliances, devices, telephone and other communications equipment,
televisions and video equipment, plumbing and electrical fixtures and other
equipment located in or related to the Hotel (the "FF&E"); the "Property and
Equipment", and including, without limitation, linens, towels, china, glassware,
tableware, uniforms and similar items, whether in use or held in stock for
future use, in connection with the operation of the Property, subject to such
depletion and including such re-supplies prior to the Closing Day as shall occur
in the ordinary course of business (the Fixed Asset Supplies"); (b) all surveys,
architectural, consulting and engineering blueprints, plans and specifications,
"as-built" construction drawings and all other drawings, surveys, studies and
reports related to the Property (including, without limitation, engineering,
environmental, zoning, marketing, and ADA and other legal compliance surveys,
studies and reports) to the extent such are in Seller's possession or control
(the "Hotel Documents"); and (c)all telephone numbers, all rights to the name
"General Lafayette Hotel", and any related copyrights, trademarks or service
marks, and any other goodwill of Seller relating to the Hotel (collectively the
"Personal Property") .





                                        9

<PAGE>



                                    ARTICLE 2
                                 Purchase Price

         2.1 Purchase Price. The purchase price for the Property shall be TWO
MILLION THREE HUNDRED THIRTY TWO THOUSAND AND NO/100 ($2,332,000.00) DOLLARS
(the "Purchase Price"). The Purchase Price shall be allocated by Purchaser and
Seller in accordance with Schedule 2.1, attached. The cash portion of Purchase
Price shall be paid on the Closing Date in immediately available funds by wire
transfer to the Title Company. On the Closing Date, the Purchase Price shall be
released from escrow to Seller by the Title Company in accordance with Section
5.1 herein.

         2.2       Payment of the Purchase Price.  The Purchase Price shall be
paid as follows:

(a)  Credit  shall  be given  against  the  Purchase  Price  of the  balance  of
     principal and accrued  interest as of the Closing Date on a note secured by
     a first mortgage against the Property, said indebtedness being payable over
     thirty years,  bearing interest at six per cent (6%) per annum,  with fixed
     monthly  payments of $11,391.00 each. Said  indebtedness has  approximately
     310  remaining  months of payment and a principal  balance as of September,
     2001 of  approximately  $1,790,437.51.  The note is payable to Dr. and Mrs.
     Thom,  ("Thom  Indebtedness").  The  conveyance to Purchaser  shall be made
     subject to the Thom Indebtedness, and

(b)  for the balance of the Purchase  Price,  cash at Closing in an amount equal
     to the difference  between the Purchase Price and the principal balance due
     as of the Closing  Date on the Thom  Indebtedness  less any Deposit made by
     Purchaser.

         2.3 Thom Indebtedness. Within thirty (30) days of the date of the
execution of this Agreement, Seller shall furnish from Dr. and Mrs Thom, in
writing, in a form approved by Purchaser, documentation (i) approving
Purchaser's purchase of the Property subject to the Thom Indebtedness (ii)
verifying all terms and conditions of the Thom Indebtedness as being in accord
with the terms and conditions as described in Section 2.2 (a) above and setting
out the principal balance and accrued interest on the indebtedness as of the
date of the documentation. Seller shall furnish at the Closing Date, a
verification from Dr. and Mrs. Thom of the principal balance and accrued
interest due at the Closing date. Seller binds and obligates itself to make all
payments on the Thom Indebtedness so that as of the Closing date all payments
due under the Thom Indebtedness are current as called for in the Thom
Indebtedness. Purchaser may and is freely authorized by Seller, to negotiate for
item (i) above with the holder and owner of the Thom Indebtedness.

         2.4 Deposit. Purchaser has deposited herewith the sum of Thirty-Nine
Thousand and no/100 ($39,000.00) (collectively the "Deposit") with Brooks Hearn,
Broker, to be deposited in Broker's trust account. The deposit shall be
disbursed to Seller in the manner set forth below. Upon disbursement as set out
below, that portion so disbursed shall no longer be considered to be Deposit but
shall be the property of Seller with any funds remaining in Broker's trust
account considered as Deposit hereunder. The disbursement of the Deposit, unless
this agreement is sooner terminated as provided herein, shall occur as follows:

   (a) upon execution of this Agreement                             $6,000.00

   (b) sixty (60) days after execution of this Agreement            $8,500.00

   (c) ninety (90) days after execution of this Agreement          $11,000.00




                                       10

<PAGE>



   (d) 120 days after execution of this Agreement                  $13,500.00

         2.5 Return of Deposit. Whenever this Agreement references a return to
Purchaser of the Deposit such reference shall refer to return of any portion of
the Deposit not previously disbursed in accordance with this Agreement.

         2.6 Application of the Deposit to the Purchase Price. At Closing, the
amount of the Deposit in full, namely the sum of Thirty-nine Thousand
($39,000.00) and no/100 (and if so made, the Sixteen Thousand ($16,000.00) and
no/100 Dollars payment made pursuant to Section 5.2 hereof) shall be credited on
the Purchase Price.


                                    ARTICLE 3
               Seller's Representations, Warranties and Covenants

         In order to induce Purchaser to enter into this Agreement and to
consummate the transactions contemplated hereby, Seller represents and warrants
to, and covenants with, Purchaser, as of the Contract Date as of the Closing
Date as follows:

         3.1 Good Standing. Seller is a corporation duly organized, validly
existing and in good standing under the laws of Nevada. Seller is authorized to
conduct the business in which it is now engaged, and is duly qualified to do
business and in good standing in Louisiana and in each other state in which the
conduct of its business or operations makes such qualification necessary. Seller
has full power and authority, under its organizational documents and applicable
law, to own and convey the Property and to enter into and perform its
obligations under this Agreement.

         3.2 Title. Except with respect to the Permitted Exceptions, Seller does
hereby covenant to and with Purchaser that as of the Closing Date Seller shall
not have done or suffered anything whereby the Property has been encumbered in
any way and Seller covenants that Seller and its successors and assigns, shall
forever warrant and defend the title to so such Property to Purchaser and its
successors and assigns forever against the lawful claims and demands of all
persons claiming by, through or under Seller.

         3.3 Due Authorization; No Necessary Consents. The execution, delivery
and performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all requisite
partnership actions of Seller (none of which actions have been modified or
rescinded, and all of which actions are in full force and effect). No consent of
any person or governmental authority is necessary for Seller or to enter into
and perform its obligations under this Agreement. This Agreement constitutes a
valid and binding obligation of Seller enforceable against Seller in accordance
with its terms.

         3.4 No Violations or Defaults. Seller has no actual knowledge of any
violation or default in any material respect under any agreement with any third
party, or under any judgment, order, decree, rule or regulation of any court,
arbitrator, administrative agency or other governmental authority to which the
Property or Seller may be subject, which violation or default could reasonably
be expected to, in any one case or in the aggregate, materially and adversely
affect Seller's ownership or operation of the Property or the ability of Seller
to enter into this Agreement and consummate the transactions contemplated
hereby. Seller's execution, delivery and performance of this Agreement and
consummation of the transactions contemplated hereby will not (a) violate any
law or any order of any court or governmental authority; (b) result in a breach
or default under any provision of the organizational documents of Seller; or (c)
result in any Encumbrance (as defined in Section 6.6), other than a Permitted
Exception, (as defined in Section 6.5) against the Property or (d) require any
consent or vote that has not been taken or given.

         3.5      Litigation. Except as set forth in Exhibit 3.5, there are no
actions, suits, arbitrations, governmental



                                       11

<PAGE>



investigations or other proceedings pending or, to the knowledge of Seller
threatened against Seller or affecting the Property before any court or
governmental authority which could reasonably be expected to materially and
adversely affect Seller's right or ability to enter into and perform this
Agreement, including, without limitation, under any applicable zoning, land use,
environmental, civil rights, employment, public access, food and beverage,
health and safety, sanitation, public permitting, nuisance, insurance, or
personal injury laws or regulations.

         3.6 Compliance with Laws and Permits. Except as set forth in Exhibit
3.6, Seller has not received written notice of any violation by Seller or the
Property of any violation of any applicable laws, rules, permits and
regulations, including, without limitation, applicable zoning, land use,
environmental, civil rights, employment, public access, food and beverage,
health and safety, sanitation, public permitting, nuisance, insurance, or
personal injury laws or regulations and all Permits applicable to the Property,
in each case, which violation has not been remedied.

         3.7 Insurance. Seller has not received notice from any insurance
company of any of the following because of any condition of the Property or
otherwise which condition has not been remedied to the insurance company's
satisfaction: (i) an increase of insurance premiums, (ii) a change of the
coverage under an insurance policy, (iii) a cancellation of an insurance policy,
or (iv) the intention of any insurance company not to renew an insurance policy.
Exhibit 3.7 contains certificate(s) evidencing existing insurance policies
covering the Property, all of which shall be maintained by Seller in full force
and effect at Seller's expense through the Closing Date. All such policies will
be terminated as of the Closing, at Seller's risk and expense. Seller shall,
promptly upon request from Purchaser, provide Purchaser with certificate(s)
evidencing existing insurance policies covering the Property.

         3.8 Condemnation. Land Use and Special Assessment Actions. There are
not pending nor, to Seller's knowledge, threatened, any actions for the
condemnation, taking by eminent domain, or rezoning of the Property or for the
imposition of any special assessments of any nature with respect to the Property
or any part thereof, or the inclusion thereof in any special assessment or
special land use district.

         3.9      No Covenants or Restrictions. There are no covenants,
conditions or restrictions binding upon the Property that would prohibit
Purchaser from using the Property for  its present use.

         3.10     Hazardous Materials.

     (a) "Hazardous Materials" means any of the following located on or under,
originating, emanating or transported from or otherwise affecting the Property:
asbestos containing materials, polychlorinated biphenyls (PCBs), flammable
materials, explosives, radioactive materials, petroleum products and any
materials, wastes, substances, or chemicals that are deemed hazardous, toxic, a
pollutant or a contaminant under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 ("CERCLA"), as amended by the Superfund
Amendments and Reauthorization Act of 1986 ("SARA"), 42 U.S.C.ss.9601 et seq.;
the Toxic Substance Control Act ("TSCA"), 15 ---- U.S.C.ss.2601 et seq.; the
Hazardous Materials Transportation Act, 49 U.S.C.ss.1802 et seq.; the Resource
Conservation and Recovery Act ("RCRA"), 42 U.S.C.ss.9601 et seq.; the Clean
Water Act ("CWA"), 33 U.S.C.ss.1251 --- et seq.; the Safe Drinking Water Act, 42
U.S.C.ss.300f et seq.; the Clean Air Act ("CAA"), 42 U.S.C.ss.7401 et seq.; ---
or other applicable federal, state or local laws, ordinances, rules, or
regulations pertaining to the regulation or control of hazardous, toxic or
dangerous materials or the protection of the environment.

         (b) Except as permitted by and in accordance with applicable laws or
regulations, during the three years prior to the Closing Date, Seller has not
used, stored, disposed of, transported or released (or permitted to be used,
stored, disposed of, transported or released) on, from, or in connection with
the Property or the operation thereof, any Hazardous Materials in any manner.
Except as disclosed on Exhibit 3.10 attached hereto, Seller nor any of its
affiliates has any knowledge of (i) the presence of any Hazardous Materials on
or under the Property or (ii) the emanation, release or transportation of any
Hazardous Materials from the Property.



                                       12

<PAGE>



         3.11     Intentionally Omitted.

         3.12 Contracts. All written or oral service, maintenance, licensing,
supply, concession, occupancy, space lease, equipment lease, management and
other contracts or agreements related to the ownership, use, possession,
maintenance or operation of the Property (the "Contracts") and all leases and
other agreements pursuant to which any person occupies, or has a right to
occupy, space in or on the Property (which leases and agreements, together with
the lease documents entered into with respect to the Property after the date
hereof with the consent of Purchaser pursuant to Section 6.5), are herein
referred to collectively as the "Tenant Leases"). All Contracts that would be
binding upon the Purchaser or the Property after the Closing and all Tenant
Leases shall be terminated by and at the sole risk and expense of Seller on or
prior to the Closing Date, and Seller shall indemnify, hold harmless and defend
the Purchaser and its employees, officers, directors, shareholders and agents
from and against any liabilities or claims arising out of such Contracts and
Tenant Leases (whether relating to the period prior to, on or after the Closing
Date), including, without limitation, claims relating to the termination thereof
or to a default or alleged default by Seller under the terms thereof, except to
the extent any such liabilities or claims arise by reason of an act or omission
of Purchaser. During the Inspection Period Seller shall make available to
Purchaser for its review true, correct and complete copies of all such Contracts
and Tenant Leases.

         3.13 Reservations. Seller shall, at Seller's sole risk and expense,
cancel and terminate all reservations for any space within the Hotel that relate
to any day or period on or after the Closing Date and Seller shall indemnify,
hold harmless and defend the Purchaser and its employees, officers, directors,
shareholders and agents from and against any liabilities or claims arising out
of such reservations whether relating to the period prior to, on or after the
Closing Date, including, without limitation, claims relating to the termination
thereof, except to the extent any such liabilities or claims arise by reason of
an act or omission of Purchaser.

         3.14     Employees.

         (a) Purchaser shall terminate any and all employment contracts,
collective bargaining, and other union or labor agreements relating to the
Property prior to the Closing. No existing employment contracts or collective
bargaining agreements affecting the Property or its employees will be renewed,
modified or replaced and no new employment contracts, collective bargaining
agreements, or similar agreements affecting the Property or its employees will
be entered into by Seller prior to Closing.

         (b) Except as set forth in Exhibit 3.14(b) attached hereto, there are
no (i) unfair labor practice charges, claims or grievances pending or to
Seller's knowledge threatened, by or on behalf of any employee now or previously
employed in the operation of the Property or by or on behalf of any union or
other person or body claiming to represent any such employee, (ii) complaints or
notices or threats of complaints received by Seller relating to or alleging
employment discrimination, breach of employment contract, or unfair labor
practices or otherwise relating to employment at the Hotel or operation of the
Property, (iii) written notice received by Seller of workers' compensation
claims alleged to have resulted from or being related in any way to any incident
at the Property or to employment in connection with the Property, which claims
are pending, (iv) written notice received by Seller of violations of any
federal, state or municipal laws respecting employment and employment practices
which violations have not been remedied, (v) arrearages in the payment of any
wages, benefits or payroll taxes or (vi) under funding of any contributions
required of Seller to employment pension or similar plan.

         (c) All employees of the Hotel and Property will be terminated or
reassigned no later than the day before the Closing Date at the sole risk,
liability and expense of Seller. Seller shall comply with any applicable
provisions of the Worker Adjustment and Retraining Notification Act ("WARN
Act"), 29 U.S.C. 2101 et seq., at Seller's 's sole risk and expense. Seller
shall notify Purchaser in writing prior to the delivery of any WARN Act notice.
Seller acknowledges that (i) the Hotel will be closed for renovation and
restoration promptly following the Closing; (ii)



                                       13

<PAGE>



Purchaser is not assuming any obligations or liabilities whatsoever under any
collective bargaining agreements, employment contracts or other agreements or
commitments relating to employment at the Hotel and Property. The decision as to
which, if any, employees of Seller will be employed after the Closing Date by
Purchaser shall be solely a decision of Purchaser. Seller agrees (x) not to make
any statement to employees or any labor organization representing employees
regarding future employment with Purchaser or such replacement manager without
the prior written approval of Purchaser, and (y) not to renegotiate the current
collective bargaining agreements to the Hotel or Property. Seller agrees to
indemnify, hold harmless and defend Purchaser from and against any and all
liability, loss, cost, damage and/or expense (including, without limitation,
reasonable attorneys' fees and expenses) arising from or relating to (1) the
WARN Act (or any failure of Seller to comply therewith) insofar as it relates to
the purchase and sale of the Property and the termination prior to the Closing
Date of all employees who provide services at the Property, (2) a breach by
Seller of its covenants in this Section 3.14(c) or (3) any claims by employees
at the Hotel or Property or by their respective unions against Purchaser
relating to the closing of the Hotel and the termination of employment thereat,
except to the extent any such liabilities or claims arise by reason of an act or
omission of Purchaser.

         3.15 Commitments. There are no commitments to any governmental or
quasi-governmental authority, or any other entity, organization, group or
individual relating to the Hotel or the Property which would impose upon
Purchaser an obligation to take any action, to make any payment, contribution or
dedication of money or property or to construct, install or maintain any
improvements of a public or private nature on or off the Property.

          3.16 Independent Facilities. The Property is an independent unit
which, as of the Closing Date, shall not rely on any facilities (other than the
facilities of public utility and water companies and municipal sidewalk vaults,
and subterranean sidewalk vaults), located on any other property for structural
support or for furnishing any essential building services or utilities
including, without limitation, electric, plumbing, mechanical, heating,
ventilating and air-conditioning systems. To Seller's knowledge, no party other
than Seller and no other building or improvement not included in the Property
relies on any part of the Property to fulfill any zoning, building code or other
municipal or governmental requirement.

          3.17 Management and Franchise Agreements. There will be no management
contracts or hotel franchise agreements relating to the Property as of the
Closing which will be binding upon Purchaser or the Property on or after the
Closing Date. There are and will be at Closing no outstanding or alleged claims,
liabilities or amounts due under any such management contracts or hotel
franchise agreements which will be binding upon Purchaser or the Property on or
after the Closing Date.

          3.18 Development Rights. Seller has not transferred, pledged, assigned
or relinquished any development rights related to the Property to any party,
person or entity (including, without limitation, any governmental entity), other
than with respect to rights granted to any governmental authorities in
connection with the designation of a portion of the Improvements as an historic
landmark.

          3.19    Breach of Seller's Representations Prior to Closing.

         (a) If Seller becomes aware of any matter that would make any
representation and warranty of Seller contained in this Agreement materially
incorrect before the Closing Date, or if Purchaser discovers any of the
foregoing representations and warranties to be materially incorrect before the
Closing Date, such party shall promptly disclose such discovery to the other in
writing.

         (b) If Seller deliberately causes one of the foregoing representations
and warranties to be materially inaccurate, Seller shall, at its own expense, do
any act necessary to cure or remedy such breach prior to the Closing Date, and
Seller's failure to effect such cure or remedy shall be a default under this
Agreement. In such instance if Seller fails to promptly cure or otherwise remedy
any material breach of any representation or warranty prior to the



                                       14

<PAGE>



Closing Date, Purchaser may avail itself of the remedies provided in Section
11.2.

         (c) In no event shall Seller be liable to Purchaser for, or be deemed
to be in default hereunder by reason of, any breach of representation or
warranty which results from any change that occurs between the Contract Date and
the Closing Date that was outside of Seller's reasonable control to prevent.
Should any change occur between the Contract Date and Closing Date that would
make any representation or warranty of Seller incorrect that is due to an
occurrence outside of the reasonable control of Seller to prevent, and if such
change would, in Purchaser's sole, good faith opinion, be materially adverse to
Purchaser, such change shall constitute the non-fulfillment of the closing
conditions benefiting Purchaser and shall permit Purchaser, at Purchaser's sole
option to terminate this Agreement .

          3.20 Deemed Disclosure. Notwithstanding the foregoing Sections 3.1
through 3.17, if Purchaser or its representatives has actual knowledge on the
Closing Date that any of Seller's representations or warranties in this
Agreement are not true as of the Closing Date and Purchaser elects nonetheless
to close, Purchaser shall be deemed to have waived any claim for breach of such
representation or warranty, to the extent that Purchaser or its representatives
had actual knowledge that the same was not true.

                                    ARTICLE 4
              Purchaser's Representations, Warranties and Covenants

         In order to induce Seller to enter into this Agreement and to
consummate the transactions contemplated hereby, Purchaser represents and
warrants to, and covenants with, Seller as of the Contract Date and the Closing
Date, as follows:

         4.1 Good Standing. Purchaser is a limited liability company duly
organized, and validly existing and in good standing under the laws of
Louisiana, is authorized to conduct the business in which it is now engaged and
is, or as of the Closing Date shall be, qualified to do business in the State of
Louisiana, if legally required. Purchaser has full power and authority, under
its organizational documents and applicable law, to enter into and perform its
obligations under this Agreement.

         4.2 Due Authorization: No Necessary Consents. The execution, delivery
and performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all requisite
corporate actions of Purchaser (none of which actions have been modified or
rescinded, and all of which actions are in full force and effect). No consent of
any person or governmental authority is necessary for Purchaser to enter into
and perform its obligations under this Agreement. This Agreement constitutes a
valid and binding obligation of Purchaser, enforceable against Purchaser in
accordance with its terms.

         4.3 No Violations or Defaults. Purchaser knows of no violation or
default in any material respect under any agreement with any third party, or
under any judgment, order, decree, rule or regulation of any court, arbitrator,
administrative agency or other governmental authority to which Purchaser may be
subject, which violation or default could reasonably be expected to, in any one
case or in the aggregate, materially and adversely affect Purchaser's ability to
enter into this Agreement and consummate the transactions contemplated hereby.
Purchaser's execution, delivery and performance of this Agreement and its
consummation of the transactions contemplated hereby by Purchaser will not (a)
violate any law or any order of any court or governmental authority with proper
jurisdiction; (b) result in a breach or default under any contract or other
binding commitment of Purchaser or any provision of the organizational documents
of Purchaser; or (c) require any consent or approval or vote that has not been
taken or given.

         4.4      Litigation. There are no actions, suits, arbitrations,
proceedings, governmental investigations or other proceedings that are pending,
or, to the knowledge of Purchaser, threatened against Purchaser that could
reasonably



                                       15

<PAGE>



be expected to materially and adversely affect Purchaser's right or ability to
enter into and perform this Agreement.

         4.5 Application for Permits. Purchaser shall use reasonable efforts to
obtain all necessary governmental and quasi-governmental permits, licenses and
approvals necessary to the use, demolition and commencement of construction on
the Property contemplated by Purchaser.

                                    ARTICLE 5
                                     Closing

         5.1 Closing. The consummation of the purchase and sale of the Property
as contemplated by this Agreement (the "Closing") shall occur sixty (60) days
from the end of the Inspection Period date hereof, or such other date as may be
mutually agreed to between Seller and Purchaser (the "Closing Date"). The
Closing shall take place at the offices of McGlinchey Stafford in Baton Rouge,
Louisiana, or at such other location as may be mutually agreed upon by Seller
and Purchaser. At or prior to Closing, all of Seller's deliveries will be
delivered in escrow by or on behalf of Seller and the Purchaser's deliveries
shall be delivered in escrow by or on behalf of Purchaser. All transactions at
the Closing shall be interdependent and are to be considered simultaneous, so
that none are effective until all are effective. Seller will deliver to the
Title Company a so-called "gap indemnity" agreement in the form required by the
Title Company to permit such closing.

         5.2 On or during the period of 120 days from The Contract Date,
Purchaser may elect, upon notice to Seller and the payment of the sum of Sixteen
Thousand ($16,000.00) and no/100 Dollars to Seller to be considered part of the
Deposit applied to the Purchase Price as provided herein, to extend the Closing
Date for thirty (30) days, so that the Closing shall then occur on or before
ninety (90) days from the end of the Inspection Period (180 days from the
Contract Date of this agreement), without regard to the date this extension is
elected. If so elected, the extended date shall mean Closing Date as set forth
herein.

         5.3 Costs. Seller shall pay all State of Louisiana and Parish transfer
taxes imposed in connection with this transaction. Buyer shall pay the premium
for the Title Policy, including any search and exam fees. Purchaser shall also
pay for: (a) the cost of extended coverage under the Title Policy, including the
cost of any endorsements required by Purchaser, and (b) the cost of the Survey
and all recording charges. The parties shall split equally any escrow and
closing fees. Each party shall pay its own attorneys' fees incurred in
connection with this transaction.


                                    ARTICLE 6
                     Inspection and Actions Pending Closing:

         6.1      Inspection.
         (a) From the Contract Date through the expiration of the Inspection
Period (defined as set out below) Purchaser and its agents and representatives
may inspect and review the Property, at Purchaser's sole cost and expense, and
Seller shall grant Purchaser and its agents and representatives access to the
Property, for purposes of carrying out Purchaser's architectural, environmental,
economic and other studies, tests and inspections of the Property as Purchaser
may, in its sole discretion, deem desirable, including soil and structure
borings and other invasive inspections of the Property. All inspections shall be
done in a professional manner by qualified personnel, and in a manner that
minimizes damage to the Property. All of such entries upon the Property shall be
at reasonable times during normal business hours and after at least one business
day's notice to Seller, and Seller shall have the right to accompany Purchaser
during any activities performed by Purchaser on the Property. If the Closing
does not occur hereunder for any reason, Purchaser shall be required to repair
any damage to the Property caused by any such inspections and studies and
restore the Property to the condition existing prior to the performance of such
inspections and studies, within thirty (30) days after the earlier to occur of
(i) the date on which this Agreement is terminated or



                                       16

<PAGE>



(ii) the Closing Date. The results of any tests, studies or inspections of any
kind undertaken by Purchaser in connection with this transaction shall be the
Property of Purchaser exclusively and shall not be disclosed to any third
parties (hereinafter defined) without the written permission of Seller. For the
purposes of this Section the term "third parties" does not include any agent,
employee, contractor or representative of Purchaser, Purchaser's lender or
potential lender, if any, and any of such lender's employees, contractors or
representatives, in each case, who are participating in the review, financing or
construction of the transaction described herein, and all of which persons shall
be instructed by Purchaser to keep the materials confidential. Notwithstanding
the foregoing sentence, nothing herein shall prevent any party from disclosing
any information to the extent such party's counsel advises that such disclosure
is necessary to comply with any applicable law, rule or regulation.

         (b) During the period of ninety (90) days following the Contract Date ,
(the "Inspection Period") Purchaser may, by written notice to Seller, cancel
this Agreement for any reason whatsoever at Purchaser's election. In such case
the Deposit shall be returned to Purchaser in accordance with Section 2.4 and
2.5 hereof . If Purchaser cancels this Agreement pursuant to this Section
6.1(b), Purchaser will: promptly return the Property Information (hereinafter
defined including all copies) to Seller; repair any damage caused to the
Property in connection with Seller's inspections and studies; restore the
Property to the condition existing prior to the performance of such inspections
and studies; and deliver to Seller a certified statement that all work which
could give rise to a claim against the Property has been paid in full.

         (c) All studies, inspections and tests described in Section 6.1(a)
shall be (i) contracted for and done in the name of the Purchaser and at its
risk and expense, and (ii) done in a professional fashion. Purchaser shall and
hereby does indemnify and agree to protect, defend and hold Seller its officers,
directors, agents, employees, tenants and contractors harmless from and against
any and all lawsuits, losses, liabilities, costs, damages or expenses, or claims
therefore, arising from or in any way connected with the act or omission or
presence of Purchaser, its agents, invitees, contractors, employees or
representatives, in or about the Property (both before and after the Contract
Date) unless the foregoing results from the negligence or willful misconduct of
Seller.

         (d) Seller shall deliver to Purchaser true and complete copies of all
land surveys, environmental reports, structural or other reports or assessments
pertaining to the physical condition of the Property in its possession or
control. Purchaser shall also have complete access to all documentation,
agreements and other information in the possession of Seller, Seller's agents,
related to the Property and Purchaser shall have the right to make copies of
same at Purchaser's expense. Without limitation, all of the materials described
in Section 6.1(d) are herein collectively referred to as the "Property
Information".

         6.2 Maintenance and Operation of the Property. Seller shall cause the
Property to be maintained in its present order and condition so that the
Property shall be in substantially the same condition on the Closing Date as on
the Contract Date.

         6.3 Title Insurance. During the Inspection Period, Purchaser, at
Purchaser's expense, may obtain a binding Commitment (the "Title Commitment")
for a standard owner's policy of title insurance on American Land Title
Association ("ALTA") Form B-1970 (or its equivalent) (the "Title Policy") to be
issued to Purchaser by a Title Insurance Company of Purchaser's choosing,
("Title Company") insuring Purchaser's good and marketable fee simple title to
the Land and Improvements in an amount equal to the Purchase Price together with
a commitment to issue a ALTA 3.1 Zoning Endorsement.
         6.4 Survey. Purchaser may obtain a survey of the Property in conformity
with current Minimum Standard Detail Requirements of the American Land Title
Association/American Congress on Surveying and Mapping Land Title Surveys for
"Urban" surveys, including Items 2, 3, 4, 6, 7(a), 8, 9, 10 and ll(a)-(c) of
Table A thereof, and certified to Purchaser and the Title Company (the
"Survey").




                                       17

<PAGE>



         6.5 Sellers Title and Survey Cure. During the Inspection Period,
Purchaser shall review title to the Property as disclosed by the Title
Commitment and Survey. Purchaser shall advise Seller, the Title Company and the
surveyor in writing of any matters set forth on the Title Commitment and Survey
to which Purchaser objects. Seller will reasonably cooperate with Purchaser in
curing Purchaser's objections, but Seller shall have no obligation to cure any
such objections, except (a) financing created by Seller, (b) mechanic's liens
created or caused to be created by Seller, or (c) any other exceptions of
definite or ascertainable amount which can be readily removed by the payment of
money created by the act of Seller, which items Seller shall cause to be
released or insured over to the reasonable satisfaction of Purchaser by the
Title Company at the Closing. Prior to the expiration of the Inspection Period,
Seller and Purchaser shall memorialize in writing those of Purchaser's title and
survey objections which Seller is obligated to cure as aforesaid, or has elected
to cure at Closing. Without limiting the generality of Section 6.1(b), if prior
to the expiration of the Inspection Period Seller fails to agree in writing to
cure the title and survey objections raised by Purchaser, Purchaser, may during
the Inspection Period terminate this Agreement and obtain the return of the
Deposit. The term "Permitted Exceptions" means (A) the lien of any mortgage or
deed of trust executed by Purchaser in favor of Purchaser's lender; (B) liens
for taxes, assessments, and governmental charges not yet due and payable; and
(C) all those exceptions shown on the Title Commitment and Survey as of the
expiration of the Inspection Period other than those objections Seller has
elected to cure in writing prior to the expiration of the Inspection Period. If
after the expiration of the Inspection Period the Title Company revises the
Title Commitment or the surveyor revises the Survey to add or modify exceptions
that Seller is unable or unwilling to cure, then, if in Purchaser's sole good
faith judgment such revisions affect the value or marketability of the Property,
or would impair or impede Purchaser's intended use of the Property, then
Purchaser as its sole and exclusive remedy may elect to (x) terminate this
Agreement by giving written notice to Seller on or before ten (10) business days
after receipt of any notice by Seller that it elects not to cure or cannot cure
any such exceptions and Seller shall immediately cause the Title Company to
return the Deposit to Purchaser or (y) accept title to the Property subject to
such additional exceptions (which shall thereupon be deemed Permitted
Exceptions) with no adjustment to the Purchase Price except for exceptions of a
definite or ascertainable amount which may be readily removed by the payment of
money resulting from the act by Seller; or (z) if requested by Seller, extend
the time for Seller's performance hereunder (not to exceed sixty (60) days) in
which case if Seller elects not to cure any such exceptions or fails to cure any
such exception during the sixty (60) day period, then Purchaser as its sole and
exclusive remedy shall have the right to make those elections set forth in
subparagraph (x) and (y) above. If Purchaser fails to timely make such election,
Purchaser shall be deemed to have elected to terminate this Agreement in
accordance with subparagraph (x) above.

         6.6      Delivery of the Title Policy at Closing.

         (a) At Closing, as a condition to Purchaser's obligation to close, the
Title Company shall deliver to Purchaser the Title Policy (or currently dated
marked Title Commitment) issued by the Title Company dated as of the Closing
Date, free and clear of any liens, mortgages, deeds of trust, security
interests, pledges, charges, options, encroachments, easements, covenants,
leases, reservations or restrictions of any kind (the "Encumbrances") other
than: (A) the lien of any mortgage or deed of trust executed by Purchaser in
favor of Purchaser's lender; and (B) the Permitted Exceptions.

         (b) The Title Policy shall include (to the extent available from the
Title Company) a zoning endorsement on the standard ALTA Form 3.1, a
single-tax-parcel endorsement, a same-as-survey endorsement, owner's
comprehensive endorsement, and a street address endorsement (collectively, the
"Required Endorsements") or if unavailable, proof that taxes have been paid on
all parcels constituting the Property.

         6.7 Contracts. Between the Contract Date and the Closing Date, Seller
shall not renew, extend or modify any Contract or enter into any new such
agreements that would survive the Closing Date, without Purchaser's prior
written consent in each instance, which Purchaser may grant or withhold in its
sole discretion.




                                       18

<PAGE>



         6.8 No Action. Between the Contract Date and the Closing Date, Seller
shall not deliberately take or permit to be taken, any action (and will not
deliberately suffer to occur any inaction) that would invalidate, void or make
untrue any of Seller's representations or warranties provided under this
Agreement.
         6.9 Cooperation. Seller shall reasonably cooperate with Purchaser (at
no cost to Seller) in securing the transfer or issuance of any permits or
licenses held by Seller or third parties which are transferable, including,
without limitation, liquor licenses, if any, in connection with Seller's
operation of the Property.

                                    ARTICLE 7
                   Purchaser's Conditions Precedent to Closing

         It shall be an express precondition to Purchaser's obligation to
purchase the Property that each and every one of the following conditions shall
have been satisfied as of the Closing Date (or waived by Purchaser).

         7.1      Representations and Warranties. Each of Seller's
representations and warranties shall be true and accurate in all material
respects as if made on and as of the Closing Date.

         7.2 Covenants of Seller. All actions Seller covenants or agrees herein
to take on or prior to the Closing Date shall have been completed.

         7.3 Management Agreement, Contracts and Tenant Leases. The Property
shall be transferred to the Purchaser free and clear of any and all management
or franchise agreements, all Contracts, all Tenant Leases and any and all
referral agreements, employment contracts, collective bargaining or union
agreements or any severance agreements relating to the Property (other than any
such agreements entered into by Purchaser). On the Closing Date, there shall be
no contract or agreement in effect between Seller and any third party for
management of the Property on or after the Closing Date.

         7.4       Title. Purchaser shall be able to obtain the Title Policy
and Required Endorsements, subject only to the Permitted Exceptions.

         7.5 Seller's Deliveries. Seller shall have delivered to the Title
Company in escrow all closing deliveries required of Seller pursuant to Article
9 and shall have authorized the release thereof to Purchaser conditioned solely
upon the Title Company's irrevocable commitment to deliver the Purchase Price
(net of any credits or prorations to Purchaser provided for hereunder and net of
any amounts required to be paid to satisfy any liens, financings, or mortgages
created by Seller), (b) mechanic's liens created or caused to be created by
Seller, or (c) any other exceptions of definite or ascertainable amount which
can be readily removed by the payment of money created by the act of Seller to
Seller or its designee.

         7.6      Inspection.  Purchaser shall not have terminated this
Agreement pursuant to Section 6.1(b).

         7.7       Execution and delivery of those documents described in and
compliance with Section 2.3.

         7.8 Failure of Condition. In the event of the failure of any condition
precedent set forth in this Article 7, Purchaser, at its sole election, shall,
on or before the Closing Date, (a) terminate this Agreement by written notice to
Seller (and receive a return of the Deposit); (b) waive the condition and
proceed to Closing with no adjustment to the Purchase Price; (c) if requested by
Seller extend the Closing Date for such additional period of time as may be
reasonably required (not to exceed 60 days) to allow Seller to remedy such
failure while retaining all rights under subparagraphs (a) and (b) above. If
Purchaser fails to timely make such an election, Purchaser shall be deemed to
have elected to terminate this Agreement in accordance with subparagraph (a)
above. However, if such failure of a condition arises from Seller's breach of
this Agreement, Purchaser may avail itself of any remedies provided in Section
11.2.




                                       19

<PAGE>



                                    ARTICLE 8
                    Seller's Conditions Precedent to Closing

         It shall be an express precondition to Seller's obligation to sell the
Property that each and every one of the following conditions shall have been
satisfied as of the Closing Date (or waived by Seller).

         8.1      Representations and Warranties. Each of Purchaser's
representations and warranties shall be true and accurate in all material
respects as if made on and as of the Closing Date.

         8.2 Purchaser's Deliveries. Purchaser shall have delivered to the Title
Company as escrow agent the Purchase Price (net of any credits or prorations
provided for hereunder) and all closing deliveries required of Purchaser
pursuant to Article 10 of this Agreement and in each case shall have authorized
the release thereof to Seller (net of any amounts paid to third parties to
satisfy (a) liens, mortgages or financing created by Seller), (b) mechanic's
liens created or caused to be created by Seller, or (c) any other exceptions of
definite or ascertainable amount which can be readily removed by the payment of
money created by the act of Seller. Seller and Purchaser shall deposit with the
Title Company executed closing statements consistent with this Agreement in the
form required by the Title Company.

         8.3 Failure of Condition. In the event of the failure of any condition
precedent set forth in this Article 8, Seller, at its sole election, may, on or
before the Closing Date either: (a) by written notice to Purchaser extend the
Closing Date for such additional period of time as may be reasonably required
(not to exceed 60 days) to allow Purchaser to remedy such failure or (b) give
Purchaser written notice of its election to avail itself of the remedies
provided to Seller in Section 11.1 herein. If Seller fails to timely make such
an election, Seller shall be deemed to have elected to avail itself of the
remedies provided to Seller in Section 11.1 herein.

         8.4 Execution of an agreement, by and between Seller, Purchaser and
Lender, in a form and substance satisfactory to Seller and Purchaser, wherein
Lender agrees to the provisions of Sections 2.4 and 2.5.

                                    ARTICLE 9
                           Seller's Closing Deliveries

         Seller shall deliver the following at Closing to the Title Company:

         9.1 Deed. A conveyance document in a form acceptable to Purchaser as
customarily used in Baton Rouge, Louisiana (the "Deed"), dated as of the Closing
Date, conveying to Purchaser full ownership (fee simple interest) in the
Property free and clear of all Encumbrances other than Permitted Exceptions.

         9.2 Bill of Sale. A bill of sale, dated as of the Closing Date,
conveying to Purchaser any Personal Property, free of all Encumbrances other
than Permitted Exceptions but without any other warranty, together with any
consents or acknowledgments of third parties necessary to effect such
conveyances.

         9.3 FIRPTA Certificate. A certificate, dated as of the Closing Date,
certifying that Seller is not a foreign person for the purposes of the Foreign
Investors in Real Property Tax Act.

         9.4. Assignment of Warranties. An assignment to Purchaser of any
assignable warranties, payment and performance bonds and other assignable
obligations of any contractor, architect, engineer, designer, supplier or other
party involved in the development, operation or supplying of the Property which
are reasonably requested by Purchaser, and to the extent any such warranty, bond
or obligation is not assignable, Seller shall cooperate with Purchaser (at
Purchaser's expense) to enforce the same on Purchaser's behalf. Seller's
obligations under this Section 9.A shall survive the Closing.



                                       20

<PAGE>



         9.5 Termination of Contracts. Evidence reasonably satisfactory to
Purchaser of the termination of all Contracts and Tenant Leases relating to the
Property which would be binding upon the Property or the Purchaser after the
Closing.

          9.6 Other Documents. Such other documents and instruments as may be
reasonably and customarily requested by Purchaser or the Title Company to
effectuate the transactions contemplated by this Agreement and to induce the
Title Company to issue the Title Policy, including, without limitation,
customary real estate tax transfer declarations, ALTA statements and GAP
undertakings.

         9.7      Possession; Keys. Seller shall deliver possession of the
Property to Purchaser, together with all keys, including, without limitation,
keys and codes for all security systems, rooms and offices.

         9.8 Authority. Such consents, resolutions and corporate documents as
may be reasonably required by the Title Company to issue the Title Policy and
evidence Seller's authority to consummate the transactions described herein.

         9.9         The certification of the principal and accrued balance due
as of the Closing Date and a certification hat the Thom Indebtedness is then
current according to its terms by Dr. and Mrs. Thom on the Thom Indebtedness.

         9.10       The documentation required in Section 2.3.

                                   ARTICLE 10
                         Purchaser's Closing Deliveries

         Purchaser shall deliver the following at Closing to the Title Company:

         10.1     The Purchase Price. The cash portion of the Purchase Price,
in immediately available funds.

         10.2     Authority Documents. Such consents, resolutions and
partnership and corporate documents as may be reasonably required by the Title
Company to issue the Title Policy and evidence Purchaser's authority to
consummate the transactions described herein.

         10.3 Other Documents. Such other documents and instruments as may be
reasonably and customarily requested by Seller or Title Company to effectuate
the transactions contemplated by this Agreement, to induce Title Company to
issue the Title Policy and evidence Purchaser's authority to consummate the
transactions described herein.


                                   ARTICLE 11
                                     Default

         11.1 Purchaser's Default. If Purchaser fails to consummate the purchase
and sale contemplated herein after all conditions precedent to Purchaser's
obligation to close have been satisfied or waived by Purchaser, Seller shall be
entitled to retain any part of the Deposit disbursed to Seller pursuant to
Section 2.4 hereof as full and complete liquidated damages for time spent, labor
and services performed and the loss of its bargain, and as the exclusive and
sole right and remedy of Seller, whereupon this Agreement shall terminate and
neither party shall have any further obligations or liabilities to the other
party (except that Purchaser shall remain liable for repairs of the kind
described in Section 6. l(a), the return of the Property Information described
in Section 6.1(d), the indemnification provisions of Section 6.1(c), and the
confidentiality provisions set forth in Sections 6.1(a) and 15.17.




                                       21

<PAGE>



         11.2 Seller's Default. If Seller fails to consummate the purchase and
sale contemplated herein after all conditions precedent to do so have been
satisfied or waived by Seller, Purchaser's remedy shall be either to demand and
seek specific performance of this Agreement together with damages, and pursuant
to Section 11.3, legal fees and costs or to terminate this Agreement, in which
event Purchaser shall be entitled to the return by the Title Company to
Purchaser of the Deposit.

         11.3 Legal Fees. Without limiting the effect and purposes of Sections
11.1 and 11.2 above, in the event either party institutes legal proceedings to
enforce its rights hereunder, the losing party shall pay to the prevailing party
an amount equal to its attorneys' fees, costs and expenses incurred in
connection with the prosecution or defense of such action. In addition, the
losing party shall pay to the prevailing party an additional amount equal to
such amount of attorney's fees, costs and expenses incurred by such prevailing
party in connection with such action, which additional amount shall be paid to
and retained by the prevailing party as liquidated damages for the overhead and
in-house resources dedicated to and/or expended in connection with the dispute.
THE AMOUNT PAID TO AND RETAINED BY THE PREVAILING PARTY AS LIQUIDATED DAMAGES
PURSUANT TO THE FOREGOING SENTENCE SHALL BE THE PREVAILING PARTY'S SOLE RECOVERY
IN RESPECT OF THE OVERHEAD AND/OR IN-HOUSE RESOURCES EXPENDED BY SUCH PREVAILING
PARTY IN CONNECTION WITH THE DISPUTE. THE PARTIES HERETO AGREE THAT THE
FOREGOING LIQUIDATED DAMAGES PROVISION IS FAIR AND REASONABLE, THAT THE AMOUNT
OF ACTUAL DAMAGES SUSTAINED BY A PARTY IN RESPECT OF SUCH OVERHEAD AND/OR
IN-HOUSE RESOURCES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO ASCERTAIN,
AND THAT THE PAYMENT OF ANY SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS
A FORFEITURE OR PENALTY. For purposes of this Agreement, the term "attorneys'
fees" or "attorneys' fees, costs and expenses" shall mean the fees and expenses
of counsel to the parties hereto, which may include printing, photostating,
duplicating and other expenses, air freight charges, travel expenses and fees
billed for law clerks, paralegals and other persons not admitted to the bar but
performing services under the supervision of an attorney, and the costs and fees
incurred in connection with the enforcement or collection of any judgment
obtained in any such proceeding, and shall include, specifically, all fees,
costs and expenses of expert witnesses.

                                   ARTICLE 12
                                 Indemnification

         12.1 Seller Indemnity. Seller shall hold harmless, indemnify and defend
Purchaser against any and all obligations, claims, losses, damages, liabilities
and expenses (including reasonable attorneys' fees and other charges) arising
out of (i) the breach of any representation or warranty of Seller herein, (ii)
any contractual obligations incurred by Seller or their authorized agents, and
(iii) acts or omissions or liabilities of Seller that occurred in connection
with Seller's ownership or operation of the Property prior to and including the
Closing Date, including, but not limited to, (A) personal property, sales, use
and other similar taxes, and excluding prorated ad valorem real estate taxes and
other charges for which Purchaser received a credit at Closing (B) general
liability and workers' compensation claims and expenses arising out of events
occurring at any times on or before the Closing Date, (C) damage to property or
injury to or death of any person or any claims for any debts or obligations
occurring on or about or in connection with the Property or any portion thereof
or with respect to the Property's operations by Seller at any time or times
prior to and including the Closing Date, and (D) the termination of Contracts,
Tenant Leases, management agreements, franchise agreements and reservations.

         12.2 Purchaser Indemnity. If, but only if, Closing occurs, Purchaser
shall hold harmless, indemnify and defend Seller against any and all
obligations, claims, losses, damages, liabilities and expenses (including,
without limitation, reasonable attorneys' fees and other charges) arising out of
(i) the breach of any representation or warranty of Purchaser herein, (ii)
events, contractual obligations specifically incurred by Purchaser or its
authorized agent, or acts or omissions of Purchaser or its agents that occur in
connection with Purchaser's ownership or operation of the



                                       22

<PAGE>



Property on or after the Closing Date, (iii) prorated ad valorem real estate
taxes and other charges for which Purchaser received a credit at Closing, to the
extent of such credit; and (iv) any taxes and charges levied or assessed against
the Property for any period after the Closing Date, or (iv) damage to property
any injury to or death of any person or any claims for any debts or obligations
arising out of events occurring on or about the Property or any portion thereof
or with respect to the Property's operations at any time or times after the
Closing Date which are not due to the act or omission of Seller or its agents.

         12.3 Notice and Cooperation on Indemnification. Whenever either party
shall learn through the filing of a claim or the commencement of a proceeding or
otherwise of the existence of any liability for which the other party is or may
be responsible under this Agreement, the party learning of such liability shall
notify the other party promptly and furnish such copies of documents (and make
originals thereof available) and such other information as such party may have
that may be used or useful in the defense of such claims and shall grant the
other party full opportunity to defend the same in the name and at the expense
of such party and generally shall cooperate with said other party in the defense
of any such claim. Any failure by either party to promptly provide such notice
or other information to the other party, which failure results in damages or
claims which could have been prevented or mitigated by the giving of such prompt
notice, shall serve to reduce the non-breaching party's obligation to provide
indemnification hereunder to the extent such damages or claims could otherwise
have been prevented or mitigated.

                                   ARTICLE 13
                      Casualty, Condemnation or Litigation

         13.1 Condemnation. Casualty or Litigation. If, prior to Closing, (i)
condemnation proceedings are commenced against all or any material portion of
the Property or (ii) condemnation proceedings are commenced which would impair
the structural integrity of the Improvements, to the extent that the cost of
repairing such damage shall be Seven Hundred Fifty Thousand Dollars
($750,000.00) or more or (iii) the Property is damaged by fire or other casualty
to the extent that the cost of repairing such damage shall be One Million
Dollars ($1,000,000) or more, or, if the structural integrity of the
Improvements is impaired due to such damage, to the extent that the cost of
repairing such damage shall be Seven Hundred Fifty Thousand Dollars ($750,000 or
more) or (iv) any such casualty or condemnation impairs the Improvement's
qualification for historical preservation tax credits and similar anticipated
benefits (or the value thereof), or (v) the Property becomes subject to
litigation which, if adversely determined, would deprive Purchaser of any
material benefit to which it would become entitled pursuant to this Agreement,
Purchaser shall have the right, upon notice in writing to the Seller delivered
within fifteen (15) days after actual notice of such condemnation, fire or other
casualty or litigation, to terminate this Agreement, whereupon the Deposit shall
be returned immediately to Purchaser, and neither party shall have any further
liability to the other hereunder (other than with respect to obligations
expressly surviving any such termination). If Purchaser does not timely elect,
or is not entitled to terminate this Agreement, Purchaser shall be entitled to
an assignment of all of Seller's share of the proceeds of fire or other casualty
insurance and rent insurance proceeds (if any) payable with respect to the
period after Closing or of the condemnation award, as the case may be, and
Seller shall have no obligation to repair or restore the Property; provided,
however, that the Purchase Price shall be reduced by an amount equal to the sum
of (a) any uninsured or unreimbursed amount, (b) the "deductible" applied by
Seller's insurer with respect to such fire or casualty and (c) the amount by
which the proceeds of such insurance will be reduced by reason of the
application of any co-insurance clause in Seller's insurance policy. If
Purchaser elects to proceed to Closing hereunder, Seller shall not compromise,
settle or adjust any claims to such proceeds or awards, without Purchaser's
prior written consent.

         13.2 Risk of Loss. Subject to the provisions of this Article 13, the
risk of loss or damage to the Property shall remain with Seller until the
exchange by Purchaser and Seller of the Deed and Purchase Price on the Closing
Date.





                                       23

<PAGE>



                                   ARTICLE 14
                                 Apportionments

         14.1     Apportionments. The following apportionments shall be made
between the parties as of 11:59 p.m. on the day immediately prior to the Closing
 Date (the Closing Date being a day of income and expense to the
Purchaser) (the "Apportionment Date"):

         (a) Real estate taxes, personal property taxes, and any special
assessments, if any, on the basis of the fiscal period for which assessed;
provided, that if the amount of such taxes, assessments or charges has not been
determined as of the Closing Date, such proration shall be based on the most
recently ascertainable taxes, assessments or charges, as the case may be. Upon
issuance of the final 2001 real estate tax bill the parties agree to re-prorate
the real estate taxes for the Property based on such final 2001 bill. There
shall be no further re-proration thereafter. Seller shall retain the right to
contest or appeal the Taxes or assessed valuation of the Property with respect
to any previous years and Purchaser shall cooperate reasonably with Seller to
obtain the reduction in such Taxes or assessed valuation, at Seller's expense.
Any refund or credit attributable to Seller's overpayment of Taxes imposed on
the Property for the 2001 tax year and previous tax years ( the "2001 Refund")
is the property of Seller. Seller hereby grants to Purchaser any rights it may
have to contest or appeal the Taxes or assessed valuation of the Property with
respect to the 2001 tax year and subsequent tax years. If Purchaser elects to
exercise such contest or appeal rights, Seller shall cooperate reasonably with
Purchaser to obtain the reduction in such taxes or assessed valuation, at
Purchaser's reasonable expense.

         (b) Water and sewer service charges and charges for gas, electricity,
telephone and all other public utilities. If there are meters measuring the
consumption of water, gas or electric current, Seller, not more than one day
prior to the Apportionment Date, if possible, shall reasonably endeavor to cause
such meters to be read and shall pay all utility bills for which Seller is
liable upon receipt of statements therefor. Purchaser shall be responsible for
causing such utilities and services to be changed to its name and shall be
liable for and shall pay all utility bills for services rendered after the
Apportionment Date. If any such meter reading for any utility is not available,
all utility adjustments will be made by the parties outside of Closing when the
utility bills are received; and

         (c)      All other charges and fees customarily prorated and adjusted
in similar transactions.

         (d) Seller and Purchaser shall deposit with the Title Company executed
closing statements consistent with this Agreement in the form required by the
Title Company.

         14.2     Accounting. The computation of the adjustments shall be
jointly prepared by Seller and Purchaser.

                                   ARTICLE 15
                                  Miscellaneous

         15.1 Survival; Limitation of Liability. The representations,
warranties, covenants and indemnities contained in this Agreement shall be
effective as of the Closing Date and shall survive Closing for one year. Any
liability with respect to breach thereof shall survive the Closing for one (1)
year. Any claim based upon a misrepresentation or a breach of a representation
or warranty contained in this Agreement shall be actionable or enforceable only
if the amount of damages or losses as a result of such claim suffered or
sustained by the party making such claim exceeds $100,000 and Seller shall not
be liable for breaches of representations and warranties to the extent the loss
suffered by Purchaser as a result of such breaches exceeds the Purchase Price.
The obligations of Purchaser and Seller under this Agreement to the extent not
fully performed as of the Closing Date or to the extent so indicated herein
shall survive the Closing.




                                       24

<PAGE>



         15.2     Assignment.

         (a) Purchaser may assign this Agreement, without the consent of Seller,
to any entity which controls or is controlled by Purchaser or of which Purchaser
is a general partner or managing member, or is under common control with,
Purchaser. Otherwise, neither party shall assign or transfer or permit the
assignment or transfer of its rights or obligations under this Agreement without
the prior written consent of the other, any such assignment or transfer without
such prior written consent being hereby declared to be null and void.

         (b) In the event either party consents to an assignment of this
Agreement by the other for which consent is required, no further assignment
shall be made without another written consent from the consenting party, unless
the assignment may otherwise be made without consent under this Agreement. An
assignment by either Seller or Purchaser of its interest in this Agreement shall
not relieve Seller or Purchaser, as the case may be, from its obligations, but
this Agreement shall then inure to the benefit of, and be binding on, the
assignee's successors, heirs, legal representatives and assigns.

         15.3 Consents. If, under this Agreement, the consent of a party is
required, the consent shall be in writing and shall be executed by a duly
authorized officer or agent.

         15.4     Applicable Law. This Agreement shall be governed by the laws
of the State of Louisiana, without resort to the choice of law rules thereof.

         15.5 Headings; Exhibits. The headings of articles and sections of this
Agreement are inserted only for convenience; they are not to be construed as a
limitation of the scope of the particular provision to which they refer. All
exhibits attached or to be attached to this Agreement are incorporated herein by
this reference.

         15.6 Notices. Notices and other communications required by this
Agreement shall be in writing and delivered by hand against receipt or sent by
recognized overnight delivery service or by certified or registered mail,
postage prepaid, with return receipt requested, or by confirmed facsimile
transmission. All notices shall be addressed as follows:

If to Seller: Golden Opportunities Development
                           Corporation
                           268 West 400 South, Suite 300
                           Salt Lake City, UT 84101
                           Attn: Richard Surber
                           Fax: 301-575-8092

         If to Purchaser  through Attorney only:
                           Rodolfo J. Aguilar, Jr., Esq.
                           McGlinchey Stafford
                           Ninth Floor, One American Place
                           Baton Rouge, LA 70825
                           Fax: 225-343-3076


or to such other address as may be designated by a proper notice. Notices shall
be deemed to be effective upon receipt or refusal by the intended recipient to
accept delivery. Any notice sent by facsimile or personal delivery and delivered
after 5:00 p.m. Central Time shall be deemed received on the next business day.

         15.7     Waiver. The failure of either party to insist on strict
performance of any of the provisions of this



                                       25

<PAGE>



Agreement or to exercise any right granted to it shall not be construed as a
relinquishment or future waiver; rather, the provision or right shall continue
in full force. No waiver of any provision or right shall be valid unless it is
in writing and signed by the party giving it. However, Purchaser may,
unilaterally, waive the time for Seller to perform its obligations under Section
2.3 and extend the time, unilaterally, for Seller's performance thereunder up to
and at Closing.

         15.8 Partial Invalidity. If any part of this Agreement is declared
invalid by a court of competent jurisdiction, this Agreement shall be construed
as if such portion had never existed, unless this construction would operate as
an undue hardship on Seller or Purchaser or would constitute a substantial
deviation from the general intent of the parties as reflected in this Agreement.

         15.9 Entire Agreement. This Agreement, together with the other writings
signed by the parties and incorporated by reference and together with any
instruments to be executed and delivered under this Agreement, constitutes the
entire agreement between the parties with respect to the purchase and sale of
the Property and supersedes all prior oral and written understandings.
Amendments to this Agreement shall not be effective unless in writing and signed
by the party to be bound thereunder.

         15.10 The undertaking by Seller or Purchaser of any obligations to be
performed after Closing shall not be deemed or construed as creating a vendor's
lien, resolutory condition or stipulation for the benefit of a third party, and
to the extent any such may be created herein Seller and Purchaser specifically
resume the same.

         15.11 Counterparts and Facsimile Signatures. To facilitate execution,
this Agreement may be executed in as many counterparts as may be required. It
shall not be necessary that the signatures of, or on behalf of, each party, or
that the signatures of all persons required to bind any party, appear on each
counterpart; but it shall be sufficient that the signature of, or on behalf of,
each party, or that the signatures of the persons required to bind any party,
appear on one or more of the counterparts. All counterparts shall collectively
constitute a single Agreement. It shall not be necessary in making proof of this
Agreement to produce or account for more than the number of counterparts
containing the respective signatures of, or on behalf of, all parties hereto.
The parties may execute and deliver this Agreement by forwarding signed
facsimile copies of their signature page to this Agreement. Such facsimile
signatures shall have the same binding effect as original signatures, and the
parties hereby waive any defense to validity based on any such copies or
signatures.

         15.12 Brokerage. At Closing, Seller agrees to pay a real estate
commission of four (4%) per cent of the Purchase Price to Brooks Hearn. Each of
the parties hereto agrees to indemnify and hold the other harmless from claims
made by any other broker, attorney, finder or other consultant(s) other than the
brokers or consultants claiming through such party for a commission, fee or
compensation in connection with this Agreement or the sale of the Property
hereunder. The provisions of this Section 15.12 shall survive Closing.

         15.13 Purchaser's Lender. Seller acknowledges that Purchaser may obtain
or attempt to obtain financing for the transaction outlined in this Agreement,
and Seller agrees to cooperate reasonably with Purchaser and any such lender to
enable such financing to occur as a part of the Closing.

         15.14 Time for Performance. If the date for the performance of any
obligation, or the giving of any notice, by Seller or Purchaser hereunder falls
upon a Saturday, Sunday or legal holiday recognized by the United States
government, then the time for such performance or notice shall be extended until
the next business day.

         15.15 Tax Free Exchange. Each party hereto shall, upon the request of
the other party, without incurring any expense or liability, including legal
fees, cooperate with the other party hereto, at the sole risk, cost and expense
of the requesting party, in structuring the transaction which is the subject of
this Agreement as part of a so-called



                                       26

<PAGE>



"like-kind" exchange for the requesting party's benefit pursuant to Section 1031
of the Internal Revenue Code of 1986, as amended.

         15.16 Confidentiality. Between the date hereof and the Closing Date,
neither Seller nor Purchaser will release or cause or permit to be released any
press notices, or publicity (oral or written) or, advertising promotion relating
to, or otherwise announce or disclose or cause or permit to be announced or
disclosed, in any manner whatsoever, the terms, conditions or substance of this
Agreement without first obtaining the written consent of the other party,
provided however, that either party may disclose to third parties (e.g. their
counsel, advisors, consultants and municipal officials in the applicable tax,
zoning, land use and permitting offices, Seller's employees, Tenants, other
parties to Contracts, and the like) such information regarding this Agreement as
may be reasonably necessary to consummate the transactions contemplated herein,
(including satisfaction of the closing conditions and covenants hereto), or to
complete development planning efforts. After Closing, either party may release a
press notice relating to, or otherwise announcing or disclosing the sale.
Nothing herein shall prevent any party from disclosing any information related
to this transaction to the extent such party's counsel advises that such
disclosure is necessary to comply with any applicable law, rule or regulation.

         15.17 Further Assurances. Each of the parties agrees to execute and
deliver such other documents, certificates, agreements and other writings, and
to take such other actions, as may be reasonably requested by the other party to
consummate the transaction contemplated herein. The obligations of the parties
under this Section 15.17 shall survive the Closing.

         IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to
be executed as of the date first above written.

                       SELLER

                       GOLDEN OPPORTUNITY
                       DEVELOPMENT  CORPORATION

                       BY: s/     Richard D. Surber
                          ---------------------------------------------------
                       Name: Richard D. Surber

                       Its: CEO & Director



                       PURCHASER

                       LAFAYETTE DEVELOPMENT HOLDING, LLC



                         BY:      s/    Richard Pries
                            --------------------------------------------------
                         Name:

                               Date: June 10, 2001



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                                   Exhibit "A"
                                Legal Description



Lots 1-3 and 7-9, the Northerly 48 feet of Lot 4, and the Southeasterly 17 feet
by 91 feet of Lot 10, all in Square 1 or 62, Devall Town, East Baton Rouge
Parish, Louisiana, as shown on a map attached to an act recorded in the public
records of East Baton Rouge Parish, Louisiana, as Original 311, Bundle 10796,
and any other property or rights in Devall Town owned or claimed by Golden
opportunity Development Corporation.






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