AGREEMENT FOR PURCHASE AND SALE

                                       OF

                                 REAL PROPERTY

                                    BETWEEN

                              TRIMONT LAND COMPANY

                                      AND

                            EAST WEST PARTNERS, INC.


This  document  represents  the form of the  Agreement for Purchase and Sale of
Real  Property  (the  "Agreement")  between  Trimont Land Company and East West
Partners,  Inc.  Certain  exhibits  to the  Agreement  may be  modified  or are
required  to  be  completed  at  the  time  of  the  intended  closing  of  the
transactions  contemplated  by the  Agreement,  and are not  complete as of the
filing date of the Company's Report on Form 10-Q for the quarterly period ended
January 28, 2000.
<PAGE>
                               TABLE OF CONTENTS
                               -----------------

                                                               Page
                                                               ----

ARTICLE I       DEFINITIONS......................................1

      Section 1.1.   Closing Date................................1

      Section 1.2.   Contract Obligations........................1

      Section 1.3.   Conveyable Tract............................2

      Section 1.4.   Density.....................................2

      Section 1.5.   Hazardous Substances, Environmental
                     Laws........................................2

      Section 1.6.   Improvements................................2

      Section 1.7.   Land........................................3

      Section 1.8.   Laws and Restrictions.......................3

      Section 1.9.   Master Development Plan.....................3

      Section 1.10.  NEWCO.......................................3

      Section 1.11.  Personal Property...........................3

      Section 1.12.  Property....................................3

      Section 1.13.  Title Company...............................3

      Section 1.14.  Title Report................................4

      Section 1.15.  Unit........................................4

      Section 1.16.  Water Rights................................4

ARTICLE II      PURCHASE AND SALE OF THE PROPERTY................4

      Section 2.1.   Purchase and Sale...........................4

      Section 2.2.   Purchase Price..............................4

ARTICLE III     CONDITIONS TO AGREEMENT..........................5

      Section 3.1.   Buyer's Conditions Precedent................5

      Section 3.2.   Seller's Conditions Precedent...............5

      Section 3.3.   Waiver......................................5
<PAGE>
                                                             Page(s)
                                                             -------

ARTICLE IV      REPRESENTATIONS AND WARRANTIES  COVENANTS
                AND INDEMNIFICATIONS.............................6

      Section 4.1.   Seller's Express Representations and
                     Warranties..................................6

      Section 4.2.   Express Covenants...........................9

      Section 4.3.   Breaches of Representations/Warranties
                     and Covenants..............................10

      Section 4.4.   Indemnification............................10

      Section 4.5.   Buyer's Representations....................11

ARTICLE V       TITLE, ESCROW AND CLOSING.......................12

      Section 5.1.   Conditions of Title........................12

      Section 5.2.   Title Insurance............................12

      Section 5.3.   Closing Date...............................12

      Section 5.4.   Deposits and Deliveries by Seller..........13

      Section 5.5.   Deposits and Deliveries by Buyer...........13

      Section 5.6.   Closing....................................14

      Section 5.7.   Prorations.................................15

      Section 5.8.   Closing Costs..............................16

      Section 5.9.   Possession.................................16

      Section 5.10.  Filing of Reports..........................16

ARTICLE VI      LIQUIDATED DAMAGES/ SPECIFIC PERFORMANCE........17

      Section 6.1.   Liquidated Damages.........................17

      Section 6.2.   Multiple Closings..........................17

ARTICLE VII     DAMAGE AND DESTRUCTION, CONDEMNATION............17

      Section 7.1.   Damage and Destruction.....................17

      Section 7.2.   Condemnation...............................18

ARTICLE VIII    COMMISSIONS.....................................18
<PAGE>
                                                             Page(s)
                                                             -------

      Section 8.1.   Brokerage Commission and Finder's Fee......18

ARTICLE IX      PARKING, CAPITAL IMPROVEMENTS, GOLF COURSE
                AND PROPERTY/RENTAL MANAGEMENT, RIGHT OF
                FIRST OFFER ON RESORT...........................19

      Section 9.1.   Ski Resort Parking.........................19

      Section 9.2.   Capital Improvements.......................19

      Section 9.3.   Intentionally Deleted......................19

      Section 9.4.   Intentionally Deleted......................19

      Section 9.5.   Intentionally Deleted......................19

      Section 9.6.   Project Land...............................19

ARTICLE X       GENERAL PROVISIONS..............................20

      Section 10.1.  Notices....................................20

      Section 10.2.  Agreement, No Modifications................21

      Section 10.3.  Time.......................................21

      Section 10.4.  Attorneys' Fees............................22

      Section 10.5.  Relationship...............................22

      Section 10.6.  No Merger..................................22

      Section 10.7.  Successors and Assigns.....................23

      Section 10.8.  Further Assurances.........................23

      Section 10.9.  Counterparts...............................23

      Section 10.10. Construction...............................23

      Section 10.11. Termination................................23

      Section 10.12. Seller's Inability.........................23

      Section 10.13. Additional Re:  Due Diligence..............24

      Section 10.14. Confidentiality............................24

      Section 10.15. Reimbursable Expenses......................26
<PAGE>
                                                             Page(s)
                                                             -------

      Section 10.16. Additional Re:  Consent....................27

      Section 10.17. Exculpation................................27

      Section 10.18. Re:  Exhibits.  ...........................27

      Section 10.19. Modifications to Closing Conditions........27
<PAGE>

                        AGREEMENT FOR PURCHASE AND SALE

                                       OF

                                 REAL PROPERTY


           THIS   AGREEMENT  FOR  PURCHASE  AND  SALE  OF  REAL  PROPERTY  (the
"Agreement")  is made and entered into as of the 11th day of February,  2000 by
and between TRIMONT LAND COMPANY, a California corporation ("Seller"), and EAST
WEST PARTNERS, INC., a Colorado corporation ("Buyer").

                                    Recitals

           A. Seller owns approximately 8000 acres of land in Placer County,
California in a ski area development known as Northstar-at-Tahoe ("Northstar").

           B. Within  Northstar  are  several  parcels of land upon which Buyer
desires to construct  approximately  1,800 multifamily units in accordance with
the  Master   Development   Plan  (as  defined  in  Section   1.7  below,   the
"Development"), the basic locations of such parcels being depicted on Exhibit A
attached  hereto and made a part hereof,  and further  described in Section 1.5
below.
           C. Seller and East West Resort  Development V, L.L.L.P.,  a Delaware
limited liability limited  partnership  ("EWRD V"), an affiliate of Buyer, have
agreed to form Newco, a Delaware limited liability company  ("Newco"),  to own,
develop and operate said parcels.

                                   ARTICLE I

                                  DEFINITIONS

           Unless the context otherwise specifies or requires, for the purposes
of this Agreement the following terms shall have the meanings set forth in this
Article 1:

           Section 1.1.  Closing  Date.  The term  "Closing  Date" or "Closing"
shall mean the date scheduled pursuant to the provisions of Section 5.3 for the
delivery  of the Deed (as  defined in Section 5.1 below) and the payment of the
Purchase  Price (as defined in Section  2.2  below).  If there is more than one
closing as contemplated by Section 10.19 hereof ("Multiple Closings"), then the
terms "Closing Date" or "Closing" shall refer to the closing  applicable to the
portion  of the  Property  being  conveyed  at a  particular  time and the term
"Purchase Price" shall refer to the portion of the Purchase Price applicable to
such portion of the  Property  being  conveyed  pursuant to and as specified in
Section  10.19  hereof.  The term  "Initial  Closing"  shall refer to the first
Closing  that a conveyance  of all or any portion of the Property  occurs or is
scheduled to occur pursuant to the provisions of this Agreement.

           Section 1.2. Contract Obligations.  The term "Contract  Obligations"
shall mean those  contracts,  agreements,  and  obligations,  whether or not in
writing,  which will be  assigned  by Seller to Buyer on the  Closing  Date and
which Buyer will assume from and after the Closing Date,
<PAGE>

pursuant to an assignment and assumption agreement (the "Obligations Assumption
Agreement")  in the form  attached  hereto and made a part hereof as Exhibit B,
all of which are listed in Exhibit C to this Agreement.

           Section 1.3.  Conveyable  Tract. The term  "Conveyable  Tract" shall
mean a parcel  of real  property  that  (i) is  legally  subdivided  and can be
legally  conveyed  by Seller and (ii) lies  solely  within  the black  bordered
outline ("Black Outline") of any of the Parcels shown on the Master Development
Plan.

           Section 1.4.  Density.  The term "Density"  shall mean the number of
Units  that can be  developed  as of the date  hereof as of right  pursuant  to
existing  zoning  and/or  existing  governmental  approvals  or approved  plans
affecting the Property.

           Section 1.5.  Hazardous  Substances,  Environmental  Laws.  The term
"Hazardous Substances" shall mean and include any chemical, compound, material,
mixture,  waste or substance that is now or hereafter  defined or listed in, or
otherwise  classified pursuant to, any Environmental Laws (as defined below) as
a "hazardous  substance,"  "hazardous  material," "hazardous waste," "extremely
hazardous waste,"  "infectious  waste," "toxic substance," "toxic pollutant" or
any other  formulation  intended to define or classify  substances by reason of
deleterious   properties  such  as   ignitability,   corrosivity,   reactivity,
carcinogenicity or toxicity,  including any petroleum, natural gas, natural gas
liquids,  liquefied natural gas or synthetic gas usable for fuel (or mixture of
natural gas and such  synthetic  gas).  "Hazardous  Substances"  shall include,
without limitation, any hazardous or toxic substance, material or waste, or any
chemical,  compound or mixture  which is (i)  asbestos,  (ii)  designated  as a
"hazardous  substance"  pursuant to Section 1317 of the Federal Water Pollution
Control Act (33 U.S.C.  Section  1251 et seq.),  (iii)  defined as a "hazardous
waste"  pursuant  to Section  6903 of the  Federal  Resource  Conservation  and
Recovery  Act (42 U. S.C.  Section 6901 et seq.),  (iv)  defined as  "hazardous
substances"  pursuant  to  Section  9601  of  the  Comprehensive  Environmental
Response, Compensation and Liability Act, (42 U. S.C. Section 9601 et seq.) (v)
listed in the United States Department of Transportation Table (49 CFR 172.101)
or by the Environmental  Protection Agency as hazardous substances (40 CFR part
302),  (vi) in any laws and  regulations  of the State of California and Placer
County,  California,  and in any and all amendments thereto in effect as of the
Closing Date, and (vii) any such chemicals,  compounds,  mixtures,  substances,
materials or wastes otherwise  regulated under any applicable  local,  state or
federal  Environmental  Laws.   Notwithstanding   anything  contained  in  this
Agreement  to the  contrary,  for  purposes  of  this  Agreement,  a  chemical,
compound, material, mixture, waste or substance shall not be considered to be a
"Hazardous  Substance" unless it exists in such quantities or is used in such a
manner  so as to be in  violation  of the  Environmental  Laws (as  hereinafter
defined).  The term  "Environmental  Laws"  shall  mean  any and all  presently
existing  federal,  state and local laws  (whether  under common law,  statute,
rule, regulation or otherwise),  requirements under permits issued with respect
thereto,  and other  requirements of any federal,  state or local  governmental
agency,  court,  board,  bureau or other  authority  having  jurisdiction  with
respect to or relating to the environment, to any Hazardous Substance or to any
activity involving Hazardous Substances, and shall include, without limitation,
the Comprehensive Environmental Response, Compensation and Liability Act (42 U.
S.C. Section 9601, et seq.) and the Federal Resource  Conservation and Recovery
Act (42 U. S.C. Section 6901, et seq.), and all amendments thereto in effect as
of the Closing Date.

           Section 1.6.  Improvements.  The term "Improvements"  shall mean all
improvements  and  fixtures  now or  hereafter  located  on the Land  provided,
however,  that any
<PAGE>

improvements or fixtures  located on the Excess Property (the "Excess  Property
Improvements") shall remain the property of Seller.

           Section  1.7.  Land.  Subject  to  all  of the  provisions  of  this
Agreement,  the term  "Land"  shall mean the real  property  in Placer  County,
California  described in Exhibit A to this Agreement (a) as parcels D, H, I, J,
K, L, M, N, P, Q and R; (b) those  portions  of parcels E, F and G that are not
included  within the EFG Subdivision  Land (as defined in Section  10.19(b)(ii)
below)  and (c)  those  portions  of  parcels  A, B and C owned by  Seller  and
specifically  designated  as  a  portion  of  the  Land  in  the  Final  Master
Development  Plan  (collectively,  the  "Parcels"),  including,  as to  each of
clauses (a), (b) and (c) of this  Section  1.7, all  easements,  rights of way,
other interests  appurtenant thereto,  all zoning and development  entitlements
relative  thereto,  and all right,  title and  interest of Seller in and to any
land lying in the bed of any street, road, highway or avenue, open or proposed,
in front of,  adjacent to or adjoining  such real  property as set forth in the
Final Master Development Plan.

           Section 1.8. Laws and Restrictions. The term "Laws and Restrictions"
shall mean all  applicable  federal,  state,  local and other  laws,  statutes,
regulations, codes, orders, ordinances and rules including, without limitation,
those  relating  to  fire,  safety,  land  use,  subdivision,   health,  labor,
environmental protection,  seismic design,  conservation,  parking, handicapped
access,  zoning and building,  and all  restrictive  covenants (if any),  other
title encumbrances,  all Environmental  Laws, all applicable  provisions of the
Fair Housing Act of 1968 and the Americans With  Disabilities  Act of 1990, and
all amendments thereto.

           Section 1.9. Master  Development Plan. The term "Master  Development
Plan" shall refer to the plan  annexed  hereto as Exhibit A and the term "Final
Master  Development  Plan"  shall  mean the  master  development  plan  that is
contemplated by Buyer and Seller to be Exhibit G of the operating  agreement of
Newco.

           Section 1.10. NEWCO. NEWCO shall mean that certain entity created by
Seller and EWRD V to own, develop and operate the Property.

           Section 1.11. Personal Property.  The term "Personal Property" shall
mean those items of personal property, if any, listed in Exhibit O, attached to
and made a part of this Agreement.

           Section 1.12. Property.  The term "Property" shall mean collectively
the Land,  the  Improvements,  and the Water Rights (as defined in Section 1.16
below and subject to the limitations  set forth in Section 10.19 below),  or if
there are Multiple  Closings,  then if the context so requires,  the portion of
the Property being conveyed at a particular Closing.

           Section 1.13.  Title  Company.  The term "Title  Company" shall mean
First American Title Insurance  Company,  whose address for this transaction is
as follows:

                First American Title Insurance Company
                228 East 45th Street
                New York, New York 10017-3303
                Attn:  Christopher Burdick, Esq.
                Telephone No.:  (212) 850-0627
                Fax No.:     (212) 331-1514
<PAGE>

           Notwithstanding  the above  address of the Title  Company,  for this
transaction,  the Deposit  (as  defined in Section 2.2 below)  shall be held in
escrow  by the  Title  Company  at an  address  of  the  Title  Company  within
California.

           Section 1.14.  Title Report.  The term "Title Report" shall mean the
commitment for title insurance with respect to the Land and Improvements  dated
as of November 23, 1999,  and issued by the Title Company as Commitment  Number
16498.

           Section  1.15.  Unit.  The term  "Unit"  shall mean one  residential
housing unit, whether in a multi-family or single family building.

           Section 1.16.  Water Rights.  The term "Water Rights" shall mean any
and all  water and water  rights,  ditches  and  ditch  rights,  reservoir  and
reservoir  rights,  wells and well rights,  springs and spring rights,  whether
surface   or   subsurface,   tributary   or   non-tributary,   adjudicated   or
unadjudicated, used on or in connection with the Land.

                                   ARTICLE II

                       PURCHASE AND SALE OF THE PROPERTY

           Section 2.1.  Purchase and Sale.  Seller agrees to sell the Property
to Buyer, and Buyer agrees to purchase the Property from Seller,  on all of the
terms,  covenants and  conditions set forth in this  Agreement.  As part of the
consideration  for the sale by Seller to Buyer,  (a) Buyer shall (i) cause EWRD
V, immediately prior to the Initial Closing,  to enter into a limited liability
company operating  agreement of Newco (the "Operating  Agreement") with Seller,
in the form attached  hereto and made a part hereof as Exhibit D (Seller agrees
to simultaneously  enter into the Operating Agreement with EWRD V), and (ii) at
the  Initial  Closing,  assign all of its  right,  title and  interest  in this
Agreement to Newco and Newco shall assume all  obligations  and  liabilities of
Buyer under this Agreement,  pursuant to an assignment and assumption agreement
(the "Contract Assignment"), in the form attached hereto and made a part hereof
as Exhibit E,  which  shall be  executed  at the  Initial  Closing by Buyer and
Newco, and (b) Seller and Newco will, at the Initial Closing, enter into (i) an
agreement in the form attached  hereto and made a part hereof as Exhibit F (the
"Exclusive  Agreement"),  (ii) the Obligations  Assumption Agreement,  (iii) an
agreement  with  respect  to  non-residential  property  (the  "Non-Residential
Property  Agreement")  in the form  attached  hereto and made a part  hereof as
Exhibit J and (iv) the other  documents set forth in Section 5.5 to which Newco
and/or Seller are parties.

           Section 2.2.  Purchase  Price.  The purchase  price for the Property
(the "Purchase  Price") shall be $15,000,000  which,  subject to all prorations
and adjustments provided in this Agreement, shall be paid by Buyer to Seller as
follows:

                    (a) Deposit.  $500,000  (the  "Deposit")  which Buyer shall
deposit with the Title  Company on or before  February 11, 2000 (the "No Return
Date"), by good unendorsed certified check of Buyer or by immediately available
federal wire  transfer of funds,  and which sum the Title Company shall deposit
in a  federally  insured  interest-bearing  "money  market"  account  at a bank
designated  by or reasonably  acceptable  to Seller,  with fifty percent of the
interest  from such account to be paid to Buyer and fifty percent to be paid to
Seller at the Initial  Closing,  or all of the interest  shall be paid to Buyer
upon the  termination  of this  Agreement for any reason other than the Buyer's
default.  The entire  Deposit  shall be paid to Seller at the Initial  Closing.
Subject to Article VI below,
<PAGE>

if Buyer  shall  default  in the  performance  of its  obligations  under  this
Agreement, then the Deposit together with all interest thereon shall be paid by
the Title  Company  to Seller  within  two  business  days of  Seller's  demand
therefor made in writing,  as Seller's  liquidated  damages  (except that Buyer
shall  also  remain  liable  under  Sections  4.4 and  10.15  below  and as may
otherwise be provided  hereunder).  At the Initial  Closing,  the  non-interest
portion of the Deposit will be paid to Seller as a part of the  Purchase  Price
and the interest  portion shall be paid as hereinabove  provided.  In all other
events, the Deposit, and the interest thereon as hereinabove provided, shall be
returned by the Title  Company to Buyer  within five  business  days of Buyer's
demand therefor made in writing following Buyer's termination of this Agreement
in accordance with the provisions of this Agreement.  Notwithstanding  anything
contained in this  Agreement to the contrary,  if any check  delivered by Buyer
fails due collection the same shall constitute a default by Buyer hereunder and
Seller,  at its option,  may, in addition to all of Seller's  other  rights and
remedies, (i) terminate this Agreement and all rights of Buyer hereunder,  (ii)
sue to collect on any such check,  and (iii) pursue against Buyer any or all of
Seller's rights and remedies  resulting from such default,  such remedies being
cumulative.

                    (b) Cash Payment. $10,000,000,  including the Deposit (less
the interest portion  thereof,  which shall not be credited toward the Purchase
Price),  shall be paid on the Closing  Date by  immediately  available  federal
wire-transfer  of funds to Seller.

                    (c)  Deferred  Payment.  $5,000,000  shall  be  paid on the
Closing Date by the  execution  and delivery to Seller by Newco of the $5M Note
and Deed of Trust referred to and defined in Section 5.5 below.

                                  ARTICLE III

                            CONDITIONS TO AGREEMENT

           Section 3.1. Buyer's  Conditions  Precedent.  Buyer's  obligation to
purchase the Property or otherwise to perform any  obligation  provided in this
Agreement shall be conditioned expressly upon the satisfaction of the following
condition precedent:

           The due and timely performance by Seller of each and every covenant,
undertaking  and agreement to be performed by Seller pursuant to this Agreement
at or prior  to  Closing  and the  truth,  accuracy  and  completeness  of each
representation  and warranty  made in this  Agreement  by Seller.

           Section 3.2. Seller's Conditions  Precedent.  Seller's obligation to
sell the  Property  or  otherwise  to perform any  obligation  provided in this
Agreement shall be conditioned expressly upon the satisfaction of the following
conditions precedent:

           The due and timely  performance by Buyer of each and every covenant,
undertaking  and agreement to be performed by Buyer  pursuant to this Agreement
at or prior to  Closing  and the  truth,  accuracy  and  completeness,  of each
representation  and warranty  made in this  Agreement  by Buyer,  the breach of
which would have a material  adverse effect on Seller or the Property.

           Section 3.3.  Waiver.  At any time or times on or before the Closing
Date,  at Buyer's or  Seller's  election  as the case may be,  either  Buyer or
Seller may waive any of the foregoing  conditions  set forth in Sections 3.1 or
3.2  respectively,  by written  notice to the other.  Other  than  Buyer's  and
Seller's  consummation of the transaction  contemplated herein pursuant to this
<PAGE>

Agreement which shall waive all such unfulfilled conditions, no waiver shall be
effective  unless  made in  writing  by the party  having  the  benefit  of the
condition,  specific as to the conditions or matters so waived.  No such waiver
shall be  inferred  or implied  by any act or  conduct  of Buyer or Seller,  or
reduce the rights or remedies of Buyer or Seller arising from any breach of any
undertaking, agreement, covenant, warranty or representation by the other party
under this Agreement.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                         COVENANTS AND INDEMNIFICATIONS

           Section 4.1. Seller's Express  Representations  and Warranties.  All
references in this Agreement to the "actual knowledge",  "best of knowledge" or
"knowledge" of Seller shall refer to only the current  (i.e.,  upon the date of
this Agreement)  actual  knowledge of the Designated  Employees (as hereinafter
defined) of Seller or its  affiliates  and shall be based on the  understanding
and  agreement  that  the  Designated  Employees  shall  be  under  no  duty to
undertake,  and shall not be deemed to have undertaken,  any  investigations or
inquiries  with  respect  to the  matters in  question.  For  purposes  of this
Agreement,  the term "Designated  Employees" shall refer to Tim Beck, Elizabeth
J. Cole, Christopher P. Ryman and Tim Silva.

           In  addition  to  the  representations   and  warranties   contained
elsewhere in this Agreement,  Seller hereby makes the following representations
and warranties to and for the benefit of Buyer,  each of which  representations
and  warranties  in this  Agreement  (i) is material  and being  relied upon by
Buyer,  (ii) is made as an inducement to Buyer to enter into this Agreement and
consummate the transaction  contemplated  hereby, (iii) is true in all respects
as of the date of this  Agreement,  and (iv) shall  survive the Closing for the
period set forth in Section 10.6 below:

                    (a) To the best of Seller's knowledge,  the present use and
operation  of  the  Property  is in  material  compliance  with  all  Laws  and
Restrictions. To the best of Seller's knowledge, there is no litigation, action
or  proceeding  pending  nor any present or  contemplated  plan or study by any
governmental  authority  or agency  (other  than the  ongoing  Northstar  Drive
traffic  monitoring study) (or employee of any such authority or agency) or any
private  party or entity (or employee of any such party or entity)  (other than
by the  existing  homeowner's  association),  which  in any way  challenges  or
materially  and  adversely  affects,  or  would  challenge  or  materially  and
adversely  affect,  the  continuation  of the present use or  operation  of the
Property,  or the present use, size, alignment or location of any access to any
street or highway serving or adjacent to the Property.  To the best of Seller's
knowledge,  Seller  has  performed  all  conditions  to any  existing  permits,
licenses or other approvals for the Property,  including,  without  limitation,
the payment of all impact or other fees.

                    (b) Except as may be  disclosed  in or inferred by Seller's
Environmental  Surveys (as such term is defined below in this  Section),  or as
otherwise  set  forth in this  clause  (b) of this  Section  4.1 to the best of
Seller's knowledge, (i) there is not present, nor was there present at any time
during  Seller's  period of  ownership,  in or at the  Property  any  Hazardous
Substances or any structures, fixtures, equipment or other objects or materials
containing  Hazardous  Substances,  (ii)  there is not  present,  nor was there
present at any time during Seller's period of ownership,  upon, in, at or about
the Property, or the soil or groundwater thereof, any Hazardous Substances, and
(iii) no portion of the  Property is  presently,  nor was it at any time during
Seller's  period of ownership,  used,  operated or occupied for the generation,
<PAGE>

manufacture, treatment, storage, transportation, discharge or disposal (whether
intentional  or accidental)  of any Hazardous  Substances,  and (iv) Seller has
received no notice,  report or advice that the  Property  is not  currently  in
compliance with Environmental Laws. Notwithstanding the foregoing provisions of
this  clause  (b),  Seller  makes  no  representation  or  warranty  whatsoever
concerning any environmental  conditions affecting Parcel P on Exhibit A or any
of the structures on the Property.

           BUYER ACKNOWLEDGES RECEIPT OF COPIES OF THOSE CERTAIN  ENVIRONMENTAL
SURVEY REPORTS DATED RESPECTIVELY (A) MARCH, 1993, CALLED PHASE I ENVIRONMENTAL
SITE  ASSESSMENT  BY SHB - AGRA,  INC.,  (B) OCTOBER 6, 1993 PREPARED BY RAY C.
HAMPSON AND  ASSOCIATES,  AND (C)  OCTOBER,  1996  PREPARED BY RAY C. HAMPSON &
ASSOCIATES  (COLLECTIVELY THE "SELLER'S ENVIRONMENTAL  SURVEYS".)

                    (c)  There are no  existing  and,  to the best of  Seller's
knowledge,  proposed or  contemplated  eminent domain  proceedings  which would
materially and adversely affect the Property in any way. There are no presently
pending and, to the best of Seller's  knowledge,  planned  public  improvements
which will  result in any charge  being  levied or  assessed  against,  or will
result in creation of any lien upon,  the  Property.

                    (d)  Except  as  provided  by the  Conditions  of Title (as
defined in Section 5.1 below) or as otherwise set forth in this Agreement,  (i)
there are no written leases, work letter agreements,  improvement agreements or
other written rental, use or occupancy agreements  affecting the Property,  and
(ii) at Closing no person shall have any right of possession,  use or occupancy
of the  Property  or any part of it.

                    (e)  Seller  has  delivered  to Buyer  true,  accurate  and
complete  copies of all  Contract  Obligations,  all of  which,  to the best of
Seller's  knowledge,  are in full  force and  effect.  To the best of  Seller's
knowledge,  no  default  or  breach by Seller  exists  under any such  Contract
Obligations,  nor, to the best of Seller's  knowledge,  has any event  occurred
which,  but for the  giving  of  notice  or  passage  of time,  or both,  would
constitute  a default by the  Seller  thereunder.

                    (f) Except for the Contract Obligations, and the Conditions
of Title,  Seller has not entered into or  undertaken,  and there do not exist,
any written or oral commitments, arrangements, agreements or obligations of any
kind (other than applicable laws and regulations)  affecting the Property which
would be binding on Buyer after the Closing or that are not  cancelable  on not
more  than  thirty  days'  notice.

                    (g)  There  is  no  litigation,  action  or  administrative
proceeding  pending or, to the best of Seller's  knowledge,  threatened,  which
does or will materially and adversely  affect the Property or Seller's  ability
to perform its  obligations  under this Agreement or any documents  executed by
Seller  pursuant  to this  Agreement.

                    (h)  To  the  best  of  Seller's  knowledge,  neither  this
Agreement  nor  anything  required  to be done  under  it,  including,  without
limitation,  the  transfer,  assignment,  sale and further  encumbrance  of the
Property contemplated by this Agreement,  violates or shall violate any written
or oral  contract,  agreement  or  instrument  to which Seller is a party or is
bound,  or which  affects  the  Property  or any part of it.
<PAGE>

                    (i) To the  best  of  Seller's  knowledge,  Seller  has not
received  any  written  notices of any new tax bills or  assessments  regarding
increases  of  Property  taxes  over  those  in  effect  as of the date of this
Agreement.

                    (j)  Seller  is  not  the  subject  of  any   voluntary  or
involuntary  proceedings in bankruptcy,  reorganization or similar  proceedings
under the  Federal  bankruptcy  laws or under any state  laws  relating  to the
protection  of  debtors,  nor has Seller made any  general  assignment  for the
benefit of creditors  and, to the best of Seller's  knowledge,  no  involuntary
proceedings in bankruptcy against Seller have been threatened.

                    (k)  Seller  is  a  corporation,  duly  organized,  validly
existing and in good standing under the laws of the State of  California,  with
full corporate  power and authority to own and operate the Property and perform
all of its  obligations  under this  Agreement  and any  documents  executed by
Seller pursuant  hereto;  Seller has the full right and authority to enter into
this Agreement and consummate the sale, transfer and assignment contemplated by
it. The person or persons  signatory to this Agreement on behalf of Seller have
full power and  authority to bind Seller;  the  execution  and  performance  by
Seller of this Agreement and any documents  executed by Seller  pursuant hereto
shall  not  constitute  or  result  in a  violation  or breach by Seller of any
judgment,  order, writ,  injunction or decree issued or imposed upon Seller, or
result in a violation of any Laws and Restrictions;  and no approval,  consent,
order, authorization,  designation, or filing (other than recording), except of
a  ministerial  nature,  by or with any judicial or  governmental  authority is
required in  conjunction  with  Seller's  execution of this  Agreement  and the
performance of its obligations hereunder.

                    (l) Seller is not a "foreign person" as defined in Internal
Revenue  Code  Section  1445 and any  related  regulations.

                    (m) To the best of  Seller's  knowledge,  there is no union
contract  affecting the Property or the employees of Seller,  if any,  thereon.

                    (n)  To  the  best  of  Seller's  knowledge,  there  are no
permits,  licenses  or  consents  required  by any  governmental  authority  in
connection with the current ownership,  operation and occupancy of the Property
(other than those applicable to the Excess Property or to the operations at the
Village Core, as such term is defined in the Operating  Agreement),  other than
those which Seller has obtained and will, if transferable, transfer to Buyer on
the Closing Date, provided that such transfer will not have any affect upon the
balance of Seller's property not being conveyed to Purchaser.

                    (o)  Seller  has no  knowledge  of  any  unusual  facts  or
circumstances  affecting the Property which would prevent the  Development  (as
defined below in Section 9.6) or the Development with reasonable  modifications
from being substantially completed provided,  however, that the foregoing shall
not be  construed or  interpreted  in any manner as being a  representation  or
warranty that the Development or the Development with reasonable  modifications
can be  substantially  completed on an "as of right" basis without the need for
obtaining any  governmental  approvals,  variances,  exceptions,  consents,  or
permits.

                    (p) To the best of  Seller's  knowledge,  Seller  is not in
default with respect to any of its obligations  pertaining to the Property nor,
<PAGE>

to the best of Seller's knowledge,  are there any facts or circumstances which,
but for notice or lapse of time,  or both,  would  constitute  or result in any
such  default.

                    (q) To the best of Seller's knowledge, there are no written
commitments  by Seller  to, or  written  agreements  between  Seller  and,  any
federal, state or local governmental authority or agency affecting the Property
and  which  have not been  disclosed  to Buyer in  writing.

                    (r) To the best of Seller's knowledge,  the Property is not
located  on or near  any  active  earthquake  fault  lines.

                    (s) To the best of Seller's knowledge,  the Property is not
located within any historic  district.

                    (t)  To  the  best  of  Seller's  knowledge,  none  of  the
representations  or warranties of Seller in this Agreement  contains any untrue
statement  of a material  fact or omits to state a material  fact  necessary to
make the statement of facts contained therein not misleading.

           Notwithstanding  any  other  provision  of  this  Agreement  to  the
contrary, none of Seller's  representations or warranties are applicable to the
Excess Property or, except as provided in the next sentence, to Parcels A, B or
C. At the Closing of Parcels A, B and C, Seller shall deliver a certificate  to
Buyer setting forth the above  representations and warranties as they relate to
Parcels  A,  B  and  C,  together  with  the  relevant  exceptions  thereto  or
modifications  thereof (the  "Exceptions to the  Representations").  Until such
Closing, Seller agrees to notify Buyer of the Exceptions to the Representations
as same are applicable to the Development  Portions (as such term is defined in
Section 10.19(k) hereof) of Parcels A, B and C if and when Seller becomes aware
of same.

           Section  4.2.  Express  Covenants.  In  addition  to  the  covenants
contained  elsewhere in this Agreement,  it is hereby  covenanted and agreed as
follows:

                    (a) If,  with  Seller's  permission  and prior to  Closing,
Buyer  enters onto the  Property,  inspects or tests the  Property,  interviews
personnel,  inspects documents relating thereto,  or otherwise conducts any due
diligence,  Buyer  shall  timely  pay  for  all  such  inspections,  tests  and
interviews,  discharge  all  liens  which may arise  therefrom,  and  repair or
restore any and all damage or injury to the Property resulting from such entry,
inspections,  tests, or interviews. The provisions of this Section 4.2(a) shall
survive any  termination  of this  agreement.

                    (b)  Seller  shall  comply  with all Laws and  Restrictions
affecting  the  Property,  which if not complied with would have a material and
adverse affect on the Property,  from the date of this Agreement to the Closing
Date,  provided,  however,  Seller  shall not be  required  to spend  more than
$500,000 in the aggregate in connection  with such  compliance and Seller shall
have no obligation  whatever in connection  with off-site  mitigation,  whether
such  mitigation  would  affect  Seller's  property  not  the  subject  of this
agreement,   or  elsewhere  ("Off-Site  Mitigation")  in  connection  with  the
Development  other than as set forth in the Operating  Agreement.

                    (c) From the date of this  Agreement  to the Closing  Date,
Seller will (i) manage,  maintain,  operate and service the Property consistent
with  Seller's  existing  standards,  (ii) keep the Property and every  portion
thereof  in its  current  condition  consistent  with  its  present  management
standards  subject to normal wear and tear, and damage by fire, other casualty,
so-called  acts of God, or other events  beyond  Seller's  reasonable  control,
<PAGE>

(iii)  timely  perform  all its  obligations  under  all  Contract  Obligations
including,  without limitation,  the payment of all bills,  charges,  invoices,
salaries,  benefits and other expenses  arising in connection with the Property
which  obligations,  if not complied with, would have a material adverse effect
on the  Property  subsequent  to Closing  (iv) not modify,  terminate,  cancel,
extend or amend any existing Contract  Obligations,  other than in the ordinary
course of business or with Buyer's prior written approval (which approval shall
not be unreasonably withheld,  conditioned, or delayed), nor enter into any new
contracts or arrangements, other than in the ordinary course of business, which
will  affect the  Property on or after the  Closing  Date,  other than with the
prior written  approval  (which  approval shall not be  unreasonably  withheld,
conditioned, or delayed) of Buyer, (v) not grant any new easements or rights of
way  without  Buyer's  prior  written  approval  (which  approval  shall not be
unreasonably  withheld,  conditioned,  or delayed),  and (vi)  maintain in full
force and  effect  Seller's  existing  master  property  and  public  liability
insurance  coverage  as  respects  the  Property  or  commercially   reasonable
replacement     insurance     coverage.

           Section 4.3. Breaches of  Representations/Warranties  and Covenants.
Within ten days after  notification  in writing prior to the Initial Closing by
Buyer to Seller of any breach by Seller of the representations,  warranties and
covenants  set  forth  in  Sections  4.1 and 4.2  above  or  elsewhere  in this
Agreement (or, if the cure or remedy thereof reasonably  requires more than ten
days,  within a reasonable time after such notification but in all events prior
to the  Initial  Closing,  provided  that steps to effect a cure or remedy have
been  commenced  within  such  ten day  period  and are  pursued  with  all due
diligence), if Seller fails to cure or otherwise remedy the breach prior to the
Initial  Closing,  Buyer  shall  have the right  either (i) to  terminate  this
Agreement  (which,  except  as  otherwise  provided  in  Section  10.15  to the
contrary,  in the absence of fraud on the part of Seller, shall be Buyer's sole
and exclusive  remedy in the event of a breach prior to the Initial  Closing of
any  representation  or warranty  made by Seller  under this  Agreement)  by so
notifying  Seller and Escrow Agent and,  upon  receipt of such  notice,  Escrow
Agent  shall  immediately  pay to Buyer the  entire  Deposit  and the  interest
thereon and,  after  receipt by Buyer of the Deposit and the interest  thereon,
this Agreement  shall terminate and be null and void and of no further force or
effect,  except  for those  matters  which by the terms of this  Agreement  are
expressly to survive termination of this Agreement;  or (ii) in the case of (a)
a  fraudulent  representation  made by  Seller or (b) a breach by Seller of any
covenant made by Seller under this Agreement including,  without limitation,  a
breach  of  Seller's  covenant  to  convey  title to the  Property  to Buyer in
accordance  with the provisions of this  agreement,  to sue Seller for specific
performance   of  Seller's   obligations   and  covenants   hereunder   (Seller
acknowledging to Buyer that the Property is unique and therefore Buyer does not
possess  an  adequate  remedy at law),  and also for  damages.  Notwithstanding
anything  contained  in this  Agreement  to the  contrary,  (i) if the  Initial
Closing occurs,  neither party shall have any rights or remedies resulting from
or arising  out of a breach by the other of any  representation,  warranty,  or
covenant made by the other, to the extent such  non-breaching  party had actual
knowledge  of any  such  breach  prior  to the  Initial  Closing,  and  (ii) no
representation, warranty, covenant, undertaking or agreement shall be deemed to
have been breached by Seller, and no representation or warranty of Seller shall
be deemed to be untrue,  inaccurate  or  incomplete,  unless all the  breaches,
untruths,  inaccuracies or  incompletenesses on an aggregate basis would have a
material adverse effect on Buyer or the Property.

           Section 4.4. Indemnification.

                    (a)  Seller's  Indemnity.  Subject  to  the  provisions  of
Section 4.3 hereof, after the Closing, Seller agrees to indemnify,  protect and
defend Buyer against and hold Buyer harmless from any and all claims,  demands,
<PAGE>

liabilities,   losses,   damages,  costs  and  expenses,   including,   without
limitation,  all reasonable  attorneys'  fees,  asserted  against,  incurred or
suffered by Buyer  resulting  from (i) any personal  injury or property  damage
occurring in, on or about the Property or relating  thereto  before the Closing
Date,  from any cause  whatsoever,  except actions or inactions of Buyer,  it's
agents, employees and contractors, or (ii) the untruth, inaccuracy or breach of
any of the representations or warranties made by Seller pursuant to Section 4.1
of this Agreement. In respect of subclause (i) of this Section 4.4(a), Seller's
obligations  shall survive the Closing for a period of two years and in respect
of subclause (ii) of this Section 4.4(a), shall survive for the period, if any,
that the respective representation or warranty survives as set forth in Section
10.6 hereof.

                    (b) Buyer's Indemnity. Subject to the provisions of Section
4.3 hereof,  Buyer agrees to indemnify,  protect and defend Seller  against and
hold Seller  harmless from any and all claims,  demands,  liabilities,  losses,
damages,  costs and expenses,  including,  without  limitation,  all reasonable
attorneys'  fees,  asserted  against,  incurred or suffered by Seller resulting
from (i) any of the actions  described in Section 4.2(a) above and/or the entry
or  presence  upon  the  Property  by  Buyer,  or  its  agents,  employees  and
contractors,  including,  without  limitation,  any such entry or  presence  in
connection  with the  process of  conducting  Buyer's due  diligence,  (ii) any
personal injury or property damage  occurring in, on or about the Property,  or
relating  thereto,  on or after the  Closing  Date,  from any cause  whatsoever
except for injury or damage  caused by the action or  inaction  of Seller,  its
agents, employees and contractors,  or (iii) the untruth,  inaccuracy or breach
of any of the  representations  or  warranties  made by Buyer  pursuant to this
Agreement.  Buyer's  obligations  under this Section  4.4(b) shall  survive the
Closing or a termination of this  Agreement for a period of two years.

           Section   4.5.   Buyer's   Representations.   In   addition  to  the
representations  and warranties  contained  elsewhere in this Agreement,  Buyer
hereby  makes  the  following  representations  and  warranties  to and for the
benefit  of  Seller,  each of  which  representations  and  warranties  in this
Agreement  (i) is material  and being  relied on by Seller,  (ii) is made as an
inducement  to  Seller  to  enter  into  this   Agreement  and  consummate  the
transaction  contemplated  hereby, (iii) is true in all respects as of the date
of this  Agreement,  and (iv) shall survive the Initial Closing for a period of
one year:

                    (a)  There  is  no  litigation,  action  or  administrative
proceeding pending or, to the best of Buyer's knowledge, threatened, which does
or will  materially  and  adversely  affect  Buyer's  ability  to  perform  its
obligations under this Agreement or any documents executed by Buyer pursuant to
this  Agreement.

                    (b)  To  the  best  of  Buyer's  knowledge,   none  of  the
representations  or warranties in this Agreement  contains any untrue statement
of a material  fact or omits to state a  material  fact  necessary  to make the
statement  of facts  contained  therein  not  misleading.

                    (c)  Buyer  is  not  the  subject  of  any   voluntary   or
involuntary  proceedings in bankruptcy,  reorganization or similar  proceedings
under the  Federal  bankruptcy  laws or under any state  laws  relating  to the
protection  of  debtors,  nor has Buyer  made any  general  assignment  for the
benefit of  creditors  and, to the best of Buyer's  knowledge,  no  involuntary
proceedings in bankruptcy  against Buyer have been  threatened.

                    (d)  Buyer  is  a  corporation,   duly  organized,  validly
existing and in good  standing  under the laws of the State of  Colorado,  with
full corporate  power and  authority,  and duly qualified to perform all of its
<PAGE>

obligations  under this Agreement and any documents  executed by Buyer pursuant
hereto; Buyer has the full right and authority to enter into this Agreement and
consummate the sale, transfer and assignment  contemplated by it. The person or
persons  signatory  to this  Agreement  on behalf of Buyer  have full power and
authority  to bind  Buyer;  the  execution  and  performance  by  Buyer of this
Agreement  and any  documents  executed  by Buyer  pursuant  hereto  shall  not
constitute or result in a violation or breach by Buyer of any judgment,  order,
writ,  injunction  or  decree  issued or  imposed  upon  Buyer,  or result in a
violation  of any Laws  and  Restrictions;  and no  approval,  consent,  order,
authorization,  designation,  or filing  (other  than  recording),  except of a
ministerial  nature,  by or with any  judicial  or  governmental  authority  is
required in  conjunction  with  Buyer's  execution  of this  Agreement  and the
performance of its obligations hereunder.

                                   ARTICLE V

                           TITLE, ESCROW AND CLOSING

           Section 5.1.  Conditions of Title.  Seller shall convey title to the
Property in  accordance  with this  Agreement to Buyer upon the Closing Date by
good and  sufficient  Grant Deed in the form attached  hereto as Exhibit L (the
"Deed"),  subject to no exceptions other than the following (the "Conditions of
Title"):

                    (a) The lien for local real  estate  taxes and  assessments
not yet due or payable;

                    (b) Those  items set forth in Schedule B - Section 2 of the
Title Report; and

                    (c)  Liens  (other  than  deeds  of trust  and  mortgages),
provided the Title Company  insures  Buyer against the  collection of same from
the Property.

           Section 5.2.  Title  Insurance.  Buyer's  obligation to purchase the
Property shall be subject to the irrevocable commitment of the Title Company to
issue,  upon  payment  of its  normal  premium  on the  close of  escrow of the
transaction  contemplated by this  Agreement,  its CLTA Owner's Policy of Title
Insurance  with  extended  coverage  (Form B, Rev.  10/17/70),  together with a
non-imputation  endorsement,  insuring Buyer in the full amount of the Purchase
Price that fee  simple  title to the Land and  Improvements  is vested in Buyer
subject only to the Conditions of Title, in the current CLTA form.

           Section 5.3.  Closing Date. Buyer and Seller shall cause the Closing
to occur at the  offices of Sherman & Howard,  633  Seventeenth  Street,  Suite
3000,  Denver,  Colorado,  commencing  at 10:00 a.m. on the Closing  Date.  The
Closing Date for the Initial  Closing shall be on February 29, 2000,  provided,
however, (i) the parties shall, in good faith, attempt to execute all documents
at a  pre-closing  on the day prior to the Closing  Date,  and (ii) Buyer shall
have the right to postpone  the Closing  Date to any  business day on or before
March 31, 2000 by (a) so notifying Seller and (b) adding an additional $500,000
to the Deposit (the  "Additional Down Payment") by paying said sum to the Title
Company by  immediately  available  federal  wire  transfer of funds or by good
unendorsed  certified  check of Buyer, in both cases no later than February 29,
2000. If Buyer pays the Additional Down Payment,  then the term "Deposit" shall
thereafter  mean the sum of  $1,000,000.  In addition to any rights to postpone
the Closing Date which Seller may have pursuant to any other  provision of this
Agreement,  Seller  shall have the right to postpone  the  Closing  Date to any
<PAGE>

business day which is not more than thirty (30) days  following  the date Buyer
is obligated to close  pursuant to this  Agreement.

           Section 5.4. Deposits and Deliveries by Seller. Seller shall deliver
or cause to be delivered on the Closing Date,  the following  documents:

                    (a)  A  duly  executed  and  acknowledged  Deed.

                    (b)  A duly executed and acknowledged  Operating  Agreement.

                    (c)  A duly executed and acknowledged Obligations Assumption
Agreement.

                    (d)  A duly executed and acknowledged  Exclusive  Agreement.

                    (e)  [intentionally   omitted  prior  to  execution]

                    (f)  [intentionally   omitted  prior  to  execution]

                    (g)  [intentionally   omitted  prior  to  execution]

                    (h)  [intentionally  omitted prior to execution]

                    (i)  A  duly  executed  and  acknowledged   Non-Residential
Property  Agreement.

                    (j)  A  duly   executed  and   acknowledged   Affidavit  of
Non-Foreign  Status (the  "Non-Foreign  Affidavit")  and Real Estate  Reporting
Transferor  Identification  form.

                    (k) Evidence acceptable to the Title Company and reasonably
acceptable to Buyer's  counsel that the documents  delivered to Buyer by Seller
at closing have been duly authorized and duly executed by Seller.

                    (l) A Closing  Statement  (hereinafter  referred  to as the
"Closing  Statement")  evidencing all  prorations  between Seller and Buyer and
expenses of the  transaction  contemplated  herein  which are  disbursed on the
Closing Date.

                    (m) Such  affidavits and other  documents as reasonably may
be required by the Title  Company so as to enable the Title  Company to furnish
Buyer with the owner's title  insurance  policy,  containing as exceptions only
the Conditions of Title.

           Section 5.5.  Deposits and Deliveries by Buyer.  Buyer shall deliver
or cause to be delivered on the Closing Date,  each of the following  documents
and funds:

                    (a) Federal wire transfer of immediately available funds to
an account  designated by Seller, in the amount of the cash portion of Purchase
Price less (a) the amount of the Deposit, and (b) Buyer's one-half share of the
interest on the Deposit as set forth in Section 2.2(a) (the "Purchase  Funds").
<PAGE>

                    (b) Evidence reasonably acceptable to Seller's counsel that
the documents delivered to Seller by Buyer at closing have been duly authorized
and  executed  by  Buyer.

                    (c) A duly executed  counterpart of the Closing  Statement.

                    (d) A duly executed  Buyer's  Affidavit and Agreement.

                    (e)   Evidence   of  the  due   formation   of  Buyer   and
qualification  of Buyer to do business in  California.

                    (f) A duly executed and acknowledged  Contract  Assignment.

                    (g) A duly executed and acknowledged Obligations Assumption
Agreement.

                    (h) A duly executed and acknowledged  Operating  Agreement.

                    (i) A duly executed and acknowledged  Exclusive  Agreement.

                    (j) [intentionally   deleted  prior  to  execution]

                    (k) [intentionally   deleted  prior  to  execution]

                    (l) [intentionally   deleted  prior  to  execution]

                    (m) [intentionally  deleted prior to execution]

                    (n) A  duly  executed  and  acknowledged   Non-Residential
Property Agreement.

                    (o) Except as otherwise  set forth in Section 10.19 hereof,
a duly executed and  acknowledged  $5,000,000  promissory note (the "$5M Note")
and the deed of trust  securing  the $5M Note (the "Deed of Trust"),  which $5M
Note and Deed of Trust  shall be in the forms  attached  hereto and made a part
hereof  respectively as Exhibits M and N.

                    (p) A duly executed and acknowledged deed of trust securing
the obligations specified on Exhibit P hereof (the "Second Deed of Trust"), and
which Second Deed of Trust shall be in the form attached hereto and made a part
hereof as Exhibit P.

           Section 5.6. Closing.  The transaction  contemplated herein shall be
closed  when the Title  Company  is  irrevocably  committed  to issue the title
insurance  described in Section 5.2 above. The transaction  contemplated herein
shall be closed with the assistance of the Title Company, and the Title Company
shall:

                    (a) Record the Deed;

                    (b) Record the Deed of Trust;

                    (c) Record the Second Deed of Trust;


<PAGE>

                    (d) Issue to Buyer the  owner's  policy of title  insurance
described in Section 5.2 above;  and

                    (e) Deliver to Seller the Purchase  Funds,  the Deposit and
the  interest on the  Deposit.

           Section 5.7. Prorations.

                    (a) Rents and other income, if any, current taxes, service,
management, operating and maintenance expenses shall be prorated between Seller
and Buyer as of the Closing Date. Installments of taxes and assessments levied,
due and payable on or before the Closing  Date shall be paid in full by Seller.
Seller  shall be entitled to receive and retain all income with  respect to the
Property  and  shall be  obligated  to pay all  expenses  with  respect  to the
Property  for all time  periods  through  and  including  the date prior to the
Closing Date. Buyer shall be entitled to receive and retain all such income and
shall be obligated to pay all such expenses for all time periods  commencing on
or after the Closing  Date.  In the event that the 1999 and 2000 real  property
taxes and district  assessments  are not available as of the Closing Date,  the
proration shall be based upon the latest available information,  and Seller and
Buyer shall  effect a  reconciliation  between them within sixty days after the
actual amount of 1999 and 2000 taxes is available. Rent shall be prorated based
on the actual  number of days in the month  during  which the  Closing  occurs.
Income and  expenses  (other  than  property  taxes and  assessments)  shall be
prorated  on the basis of the cash  method of  accounting.  All rents and other
sums  received by Buyer on or after the Closing Date shall be applied  first to
rent and other  obligations  owing for the month  during which the Closing Date
occurs,  and  thereafter  to rent and other  obligations  then owing for months
after the month during which the Closing Date occurs,  and  thereafter  to rent
and other  obligations  owing for months  prior to the month  during  which the
Closing Date occurs,  then to Buyer's costs of  collection,  if any,  including
attorneys'  fees,  provided  that  Buyer  shall have no  obligation  to collect
delinquent  rents for Seller's  account.  There shall be no  proration  between
Seller and Buyer with respect to insurance  premiums,  as Buyer will obtain its
own insurance with respect to the Property.

                    (b) All items subject to proration pertaining to the period
prior to the Closing Date shall be credited or charged to Seller,  and all such
prorations  pertaining  to the period on or following the Closing Date shall be
credited  or charged to Buyer.  For  purposes  of this  paragraph,  installment
payments  of  assessments  (other  than the  normal  regularly  recurring  real
property taxes affecting the Property)  payable  following the Closing shall be
deemed to pertain to periods  following  the Closing Date  notwithstanding  the
fact that the assessment was imposed, or first became a lien, prior to Closing.
Seller and Buyer  shall  cooperate  to  produce as  complete  and  accurate  as
reasonably  possible  prior to the Closing Date a schedule of  prorations to be
made as of the Closing Date. All prorations which can be liquidated  accurately
or  reasonably  estimated  as of the Closing  Date shall be made on the Closing
Date by Federal  wire  transfer to the Title  Company for  disbursement  by the
Title Company in accordance with the Closing  Statement.  All other prorations,
and  adjustments to initial  estimated  prorations,  shall be made by Buyer and
Seller with due diligence and cooperation  within 60 days following the Closing
Date, or such later time as may be required to obtain necessary information for
proration,  by cash  payment  to the  party  yielding  a net  credit  from such
prorations  from the other party.  Such cash  payment  shall be made within ten
business  days of demand for  payment  by the party  entitled  to receive  such
payment and, if not timely paid,  such amount due shall bear  interest from the
date due until the date of actual  payment at an  interest  rate of ten percent
(10%) per annum.
<PAGE>

                    (c) Seller shall pay in full all invoices,  bills and other
obligations  for the  management,  operation,  servicing and maintenance of the
Property  pertaining  to the period prior to the Closing  Date,  including  all
water, gas,  electricity,  sewer and other utility charges or rental agreements
with  respect  to the  Property  entered  into on or before the  Closing  Date,
whether the invoices,  bills or other evidence of such obligations are received
prior to, on or following the Closing Date.

                    (d) At the Initial  Closing,  Newco shall reimburse  Seller
and East West Partners,  Inc. respectively for the expenses incurred by each of
them prior to the Closing as set forth on Exhibit R.

                    (e) The  provisions  of this Section 5.7 shall  survive the
Closing.

           Section 5.8.  Closing  Costs.  Except as the following may relate to
any financing Buyer employs in connection with this transaction or as otherwise
provided  on  Exhibit  R,  Seller  shall pay any  excise  taxes  imposed by any
governmental authority on this transaction, the cost of all transfer, sales and
conveyance taxes on this  transaction,  recording fees,  one-half of any escrow
fees  charged by the Title  Company,  Seller's  legal fees and title  insurance
premiums.  Subject to Section 10.12 below,  in addition  Seller shall be solely
responsible  for the  cost  (including  payment  of  prepayment  fees or  other
charges) to pay off in full,  and have canceled and  discharged of record,  all
liens,  encumbrances  and other  instruments  of record other than the approved
Conditions of Title. Buyer shall pay one-half of any escrow fees charged by the
Title Company, and Buyer's legal fees and costs incurred in connection with the
contemplated transaction. All other costs of this transaction, if any, shall be
borne by the parties in accordance  with the terms of this  Agreement.

           Section 5.9.  Possession.  Upon the Closing, the right to possession
of the portion of the Property  being conveyed to Buyer shall transfer to Buyer
and Seller shall transfer and deliver to Buyer the originals of all instruments
and documents evidencing or relating to the Contract Obligations as same relate
to the portion of the Property being conveyed to Buyer,  to the extent the same
are  within  the  possession  or  control  of  Seller,  which have not yet been
delivered  to Buyer.  On the Closing  Date,  Seller shall notify in writing all
parties  with whom  Seller  has  entered  into  oral or  written  contracts  or
arrangements  pertaining  to the  Property as same relate to the portion of the
Property being conveyed to Buyer,  including,  without limitation,  all utility
companies,  of the transfer of the Property from Seller on the Closing Date and
directing  that sums due from such parties be made to Buyer,  or Buyer's order,
from and after the Closing  Date.  All such sums, to the extent they pertain to
periods  prior to Closing,  shall be  credited  to Seller as a proration  under
Section  5.7 above.  All  deposits,  if any,  made by Seller  with any  utility
company shall be transferred for the benefit of Buyer and credited to Seller as
a proration  under  Section 5.7.

           Section 5.10.  Filing of Reports.  The Title Company shall be solely
responsible for the timely filing of any reports or returns  required  pursuant
to the provisions of Section 6045(e) of the Internal  Revenue Code of 1986 (and
any  similar  reports or  returns  required  under any state or local  laws) in
connection with the closing of the transaction  contemplated in this Agreement.
<PAGE>
                                   ARTICLE VI

                    LIQUIDATED DAMAGES/ SPECIFIC PERFORMANCE

           Section  6.1.  Liquidated  Damages.  In the event that  Buyer  shall
default in the performance of its obligations under this Agreement on or before
the Initial  Closing,  then the entire Deposit  (notwithstanding  the fact that
only a portion of the  Property  may have been  required  to be conveyed at the
Initial Closing),  together with all interest  thereon,  shall be paid by Title
Company to Seller as  liquidated  damages  and not as a penalty  (except  that,
notwithstanding  the  foregoing  limitation,  Seller  shall also be entitled to
receive in addition to the entire Deposit and interest thereon (i) any sums due
Seller  pursuant  to  Section  4.4(b)  above and (ii) the  benefit  of  Buyer's
covenants  under Section 10.15 below,  Buyer's  obligations  set forth in these
clauses  (i) and (ii),  hereafter  collectively  referred  to as the  "Survival
Obligations"),  . BUYER AND SELLER HEREBY  ACKNOWLEDGE  AND AGREE THAT SELLER'S
DAMAGES  WOULD BE DIFFICULT  OR  IMPOSSIBLE  TO DETERMINE OR ESTIMATE,  AND THE
AMOUNT OF THE ENTIRE DEPOSIT AND INTEREST  THEREON,  TOGETHER WITH THE SURVIVAL
OBLIGATIONS,  IS THE PARTIES BEST AND MOST ACCURATE PRE-ESTIMATE OF THE DAMAGES
SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR IN THIS AGREEMENT
FAILS TO CLOSE UNDER THE  FOREGOING  CONDITIONS,  AND IS  REASONABLE  UNDER THE
CIRCUMSTANCES EXISTING AS OF THE DATE OF THIS AGREEMENT. BUYER AND SELLER AGREE
THAT THE SELLER'S RIGHT TO RECEIVE THE ENTIRE  DEPOSIT AND INTEREST  THEREON AS
LIQUIDATED DAMAGES TOGETHER WITH THE SURVIVAL OBLIGATIONS SHALL BE THE SOLE AND
EXCLUSIVE REMEDY OF SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY BUYER.


-------------------------           -------------------------
Seller's Initials                   Buyer's Initials

           Section 6.2. Multiple  Closings.  In the event of Multiple Closings,
the provisions of Exhibit T shall govern defaults by Buyer under this Agreement
occurring subsequent to the Initial Closing.

                                  ARTICLE VII

                      DAMAGE AND DESTRUCTION, CONDEMNATION

           Section 7.1. Damage and Destruction. If prior to the Initial Closing
the  Property  is  damaged  by any  casualty  prior to  Closing,  Seller  shall
immediately  notify Buyer in writing upon  learning of the same (the  "Casualty
Notice")  and if:

                    (a) Ten percent (10%) or less in value or in acreage of the
Land is destroyed or  materially  damaged,  then Seller and Buyer shall proceed
with the Initial  Closing as provided for in this  Agreement  without repair of
the  casualty  damage,  and  without  any  reduction  in or credit  against the
Purchase Price; or

                    (b) Greater  than ten percent  (10%) in value or in acreage
of the Land is destroyed or materially damaged, then Buyer must elect not later
than thirty (30) calendar  days after receipt of the Casualty  Notice to either
<PAGE>

(i)  terminate  this  Agreement  by giving  notice to such effect to Seller (in
which event the Deposit shall be returned to Buyer and neither Seller nor Buyer
shall have any further  obligations or liabilities  one to the other  hereunder
except as  otherwise  provided  hereunder)  or (ii)  proceed  with the  Initial
Closing as set forth herein without  repair of the casualty  damage and without
any reduction in or credit against the Purchase Price, receive an assignment of
Seller's  rights in any  insurance  proceeds  which remain  unpaid to Seller in
connection with such casualty,  and receive a credit against the Purchase Price
in the amount of any amounts previously paid to Seller as insurance proceeds in
connection  with such casualty less the cost of  collecting  the same.

           Section 7.2.  Condemnation.  Seller  shall notify Buyer  immediately
upon  learning of the  occurrence  of the  institution  or  maintenance  of any
condemnation   or  similar   proceeding  with  respect  to  the  Property  (the
"Condemnation Notice"). In the event any such condemnation or other proceedings
are instituted or maintained and is prior to the Initial Closing,  and the same
would  materially  impair the  Development,  Buyer at its option may either (i)
terminate this Agreement  within fifteen days after receiving the  Condemnation
Notice,  in which  event the Deposit  shall be  promptly  returned to Buyer and
neither Seller nor Buyer shall have any further  obligations or liabilities one
to the  other  hereunder  except  as  otherwise  provided  hereunder;  or  (ii)
consummate  the  transaction  contemplated  herein  without any reduction in or
credit  against the  Purchase  Price in which event  Buyer shall  receive  from
Seller at Closing all condemnation proceeds previously paid to Seller (less the
cost of collecting the same) and an assignment of any such proceeds  payable in
respect to such  condemnation  or other  proceedings  subsequent to the Closing
(less the cost previously incurred by Seller in collecting the same).

                                  ARTICLE VIII

                                  COMMISSIONS

           Section 8.1. Brokerage Commission and Finder's Fee.

                    (a) Each party to this Agreement represents and warrants to
the other that no person or entity can properly claim a real estate commission,
real estate  finder's  fee,  real estate  acquisition  fee or other real estate
brokerage-type  compensation  (collectively,  "Real Estate Compensation") based
upon the acts of that party with  respect to the  transaction  contemplated  by
this Agreement. Seller agrees to indemnify, defend and hold Buyer harmless from
any loss,  cost or  expense  (including  but not  limited to  attorneys'  fees)
resulting from any claim  whatsoever for Real Estate  Compensation,  whether or
not the transaction  contemplated  herein is closed and consummated,  resulting
solely  from the  actions of Seller.  Seller  and Buyer each  hereby  agrees to
indemnify,  defend and hold the other  harmless from any loss,  cost or expense
(including but not limited to attorneys' fees) resulting from any breach by the
indemnifying  party of its  representation and warranty in this Section 8.1(a).

                    (b) Seller acknowledges that East West Partners,  Inc., but
not Newco, may pay its general partner(s), investment manager and/or affiliates
compensation in connection with this transaction at East West Partners,  Inc.'s
sole cost and expense.

                    (c) The  provisions  of this Section 8.1 shall  survive the
Closing and the termination of this Agreement.


<PAGE>
                                   ARTICLE IX

         PARKING, CAPITAL IMPROVEMENTS, GOLF COURSE AND PROPERTY/RENTAL
                   MANAGEMENT, RIGHT OF FIRST OFFER ON RESORT

           Section  9.1.  Ski Resort  Parking.  Seller and Buyer  agree to work
together to preserve the amount of existing skier  parking.  If such parking is
eliminated  by  the  Development  pursuant  to  the  Master  Development  Plan,
replacement  parking  will be built on land  owned by Seller or on a portion of
the Excess  Property.  Seller agrees to bear the cost of constructing the first
250  replacement  parking  spaces or Seller may elect not to  replace  such 250
spaces. Buyer shall pay for the cost of constructing all replacement parking in
excess  of the first  250  spaces  that will be  eliminated  (the  "Excess  250
Spaces").  Buyer  shall not have the right to  eliminate  the Excess 250 Spaces
until all such  spaces  have been  replaced.  The  location of the land for the
Excess  250  Spaces,  the  configuration  of the  parking,  the  timing  of the
construction  and whether the location of such  parking  spaces will be on land
owned by Seller (in which  event such land will be  supplied by Seller to Buyer
at no cost to  Buyer)  or by  Newco,  will  all be  subject  to the  reasonable
approval of Seller. Buyer agrees that Seller shall have the right to disapprove
the  location  of the  Excess  250  Spaces,  if such  spaces  are not in  close
proximity  to the spaces being  replaced.  The  provisions  of this Section 9.1
shall survive the Closing.

           Section 9.2.  Capital  Improvements.  Provided Newco timely complies
with all of the provisions of the $5M Note and the Deed of Trust, Seller agrees
to make the  following  capital  improvements  during  the  summer of 2000 at a
budgeted cost of approximately $5,000,000:

                    (a)   Completion  of  trails  and  Lookout  Lift;

                    (b)   New equipment rental facilities;

                    (c)   Expansion  of snow making  capabilities;  and

                    (d)   Real estate trail.

           Section  9.3.  Intentionally  Deleted.

           Section  9.4.  Intentionally  Deleted.

           Section  9.5.  Intentionally  Deleted.

           Section  9.6.  Project  Land.  In order to defer the time  consuming
process  of  legally  subdividing  portions  of the  Property  and to  expedite
obtaining  governmental  approval of the  Development,  Buyer and Seller hereby
acknowledge  and agree that the  Property to be conveyed at Closing may consist
of more real property (the "Excess Property") than is (i) ultimately desired by
them to be  conveyed  or (ii)  reflected  in the  Purchase  Price.  The  Excess
Property is  identified in Exhibit Q hereof and shall be reconveyed by Buyer to
Seller as soon as practical following the Closing, free and clear of all liens,
deeds of  trust,  judgments  and  encumbrances  of any  nature  other  than the
Conditions of Title.  Buyer agrees to use best efforts at Buyer's sole cost and
expense to subdivide the portions of the Property conveyed to Buyer in order to
convey the Excess  Property back to Seller.  Buyer agrees that Excess  Property
may exist within the real property contained within the Black Outline.
<PAGE>

                                   ARTICLE X

                               GENERAL PROVISIONS

           Section 10.1. Notices.  Any notice required or permitted to be given
under this  Agreement  shall be in writing and (i) personally  delivered,  (ii)
sent by United States mail,  registered  or certified  mail,  postage  prepaid,
return receipt  requested,  (iii) sent by Federal Express or similar nationally
recognized  overnight courier service,  or (iv) transmitted by facsimile and in
all cases  addressed  as follows,  and such notice shall be deemed to have been
given  upon the date of  actual  receipt  or  delivery  (or  refusal  to accept
delivery)  at the address  specified  below (or such other  addresses as may be
specified by notice in the foregoing manner) as indicated on the return receipt
or air bill or, in the case of  facsimile  transmission  upon  confirmation  of
transmission as indicated by the sender's facsimile machine:

           To Seller: Booth Creek Ski Holdings,  Inc.
                      1000 S. Frontage Road West
                      Suite 100
                      Vail, Colorado 81657
                      Attention: Christopher P. Ryman

                                 and

                                 Elizabeth J. Cole
                                 Telephone:  (970) 476-3190
                                 Facsimile:  (970) 479-0291

                with copies to:  Michael D. Beck, Esq.
                                 Loeb & Loeb LLP
                                 345 Park Avenue
                                 New York, New York   10154
                                 Telephone:  (212) 407-4920
                                 Facsimile:  (212) 407-4990

                                 and

                                 Thomas E. Rohlf, Esq.
                                 Loeb & Loeb LLP
                                 1000 Wilshire Blvd.
                                 Suite 1800
                                 Los Angeles, California   90017
                                 Telephone:  (213) 688-3696
                                 Facsimile:  (213) 688-3460


                To Buyer:        East West Partners, Inc.
                                 100 East Thomas Place
                                 P.O. Drawer 2770
                                 Avon, Colorado   81620
                                 Attention:      Harry H. Frampton III

<PAGE>
                                 and

                                 Blake L. Riva
                                 Telephone:  (970) 845-9200
                                 Facsimile:  (970) 845-7205


                with copies to:  James R. Wear, Esq.
                                 Wear Travers & Davis PC
                                 1000 S. Frontage Rd. W.
                                 Suite 200
                                 Vail, Colorado   81657
                                 Telephone:  (970) 476-7646
                                 Facsimile:  (970) 476-7118

                                 and

                                 James L. Cunningham, Esq.
                                 and
                                 James F. Wood, Esq.
                                 Sherman & Howard L.L.C.
                                 633 Seventeenth Street
                                 Suite 3000
                                 Denver, Colorado   80202
                                 Telephone:  (303) 299-8356 (Cunningham)
                                             (303) 299-8154 (Wood)
                                 Facsimile:  (303) 298-0940

                To the Title     First American Title Insurance Company
                Company:         228 East 45th Street
                                 New York, New York 10017-3303
                                 Attn:  Christopher Burdick, Esq.
                                 Telephone: (212) 850-0627
                                 Facsimile: (212) 331-1514


           Section 10.2. Agreement, No Modifications.  This Agreement, together
with the exhibits  attached to this  Agreement,  incorporates  all  agreements,
warranties,  representations  and  understandings  between  the  parties to the
Agreement with respect to the subject matter hereof and  constitutes the entire
agreement  of Seller and Buyer with  respect  to the  purchase  and sale of the
Property.   Any   prior   or   contemporaneous    correspondence,    memoranda,
understandings,  offers,  negotiations  and  agreements,  oral or written,  are
merged herein and replaced in total by this  Agreement and the exhibits  hereto
and shall be of no further force or effect.  This Agreement may not be modified
or amended except in a writing signed by Seller and Buyer.

           Section 10.3. Time. Time is of the essence in the performance of the
parties'  respective  obligations  set forth in this  Agreement.
<PAGE>

           Section 10.4.  Attorneys'  Fees.  In the  event  of any  action  or
proceeding at law or in equity between Buyer and Seller (including an action or
proceeding  between Buyer and the trustee or debtor in possession  while Seller
is a debtor or between  Seller and the  trustee or debtor in  possession  while
Buyer is a debtor,  in a proceeding  under the Bankruptcy Code (Title 11 of the
United  States  Code) or any  successor  statute  to such  Code) to  enforce or
interpret any provision of this  Agreement or to protect or establish any right
or remedy of either Buyer or Seller hereunder,  the unsuccessful  party to such
action or proceeding  shall pay to the prevailing party all costs and expenses,
including,  without limitation,  reasonable attorneys' and paralegals' fees and
expenses, incurred in such action or proceeding and in any appeal in connection
therewith by such prevailing party,  whether or not such action,  proceeding or
appeal is  prosecuted to judgment or other final  determination,  together with
all costs of enforcement and/or collection of any judgment or other relief. The
term "prevailing party" shall include,  without limitation, a party who obtains
legal  counsel or brings an action  against  the other by reason of the other's
breach or default  and  obtains  substantially  the relief  sought,  whether by
compromise,  settlement  or judgment.  If such  prevailing  party shall recover
judgment in any such action,  proceeding  or appeal,  such costs,  expenses and
attorneys'  and  paralegals'  fees  shall  be  included  in and as part of such
judgment.

           Section 10.5. Relationship. It is not intended by this Agreement to,
and nothing  contained in this Agreement shall,  create any partnership,  joint
venture,  financing  arrangement or other  agreement  between Buyer and Seller.
Notwithstanding the foregoing, it is contemplated that EWRD V and Newco will be
formed prior to Closing and  additional  entities may be formed  subsequent  to
Closing,  but unless and until EWRD V, Newco, or such  additional  entities are
formed,  no  partnership  or joint  venture  shall be created by virtue of this
Agreement.  No term or provision of this  Agreement is intended to be, or shall
be, for the benefit of any person,  firm,  organization  or  corporation  not a
party hereto, and no such other person, firm, organization or corporation shall
have any right or cause of action  hereunder.

           Section 10.6. No Merger. The obligations, covenants, representations
and  warranties,  and the  remedies  for  breach  of  them,  set  forth in this
Agreement shall not merge with transfer of title but shall remain in effect for
a period of time  either  specifically  as provided  in this  Agreement,  or as
follows:

                    (a) The provisions of Sections 4.1(a),  (c), (f), (g), (h),
(j), (k),  (l), and (t) shall  survive the Initial  Closing for a period of one
year,  except that the  provisions of Section 4.1(t) that are applicable to the
provisions of Sections  4.1(i),  (o), (r) and (s) shall not survive the Initial
Closing.

                    (b) The  provisions  of  Sections  4.1  (e)  and (m)  shall
survive the Initial  Closing for a period of two years.

                    (c) The  provisions of Sections  4.1(i),  (o), (r) and (s),
shall not survive the Initial  Closing.

                    (d) The  provisions of Sections  4.1(b),  (d), (n), (p) and
(q) shall  survive  the  Initial  Closing  for the  earlier of (a) a three year
period or (b) as such provisions relate to any particular  development  parcel,
for a period of three months following the commencement of actual  construction
on such parcel.


<PAGE>

           Section 10.7.  Successors and Assigns. This Agreement shall inure to
the  benefit of and be binding  upon the  parties to this  Agreement  and their
respective  successors  and  permitted  assigns.  Buyer  shall have no right to
assign its interest  under this  Agreement  except only to Newco and shall,  in
accordance with the provisions of this Agreement  immediately prior to Closing,
assign its  interest  under this  Agreement  to Newco.

           Section 10.8. Further Assurances. Whenever and so often as requested
by Buyer or Seller,  the other party promptly will execute and deliver or cause
to be executed and delivered all such other and further instruments,  documents
or  assurances,  and promptly do or cause to be done all such other things,  as
may be necessary and  reasonably  required to vest more fully in the requesting
party all  rights,  interests,  powers,  benefits,  privileges  and  advantages
conferred or intended to be conferred upon it by this Agreement.

           Section 10.9. Counterparts. This Agreement may be executed in one or
more counterparts, and each such counterpart shall be deemed to be an original;
all  counterparts  so executed  shall  constitute  one  instrument and shall be
binding on all of the parties to this Agreement notwithstanding that all of the
parties are not signatory to the same counterpart.

           Section 10.10. Construction. This Agreement shall be governed by and
construed  under the laws of the State of California.  The parties  acknowledge
that each party and its counsel have reviewed and revised this  Agreement,  and
that no rule of  construction  to the  effect  that any  ambiguities  are to be
resolved against the drafting party shall be employed in the  interpretation of
this Agreement,  any amendments or exhibits to it, or any document executed and
delivered by either party in connection  with this  Agreement.  All captions in
this   Agreement  are  for  reference  only  and  shall  not  be  used  in  the
interpretation of this Agreement or any related  document.  If any provision of
this  Agreement  shall be  determined  to be  illegal  or  unenforceable,  such
determination  shall not affect any other  provision of this  Agreement and all
such other provisions shall remain in full force and effect.

           Section  10.11.  Termination.  If Buyer does not deposit the Deposit
with the Title  Company,  on or before the No Return Date,  then this Agreement
shall  terminate,   and  neither  Buyer  nor  Seller  shall  have  any  further
obligations  or  liabilities  to  one  another  except  as  otherwise  provided
hereunder.

           Section 10.12.  Seller's Inability.  Except as otherwise provided in
Section  10.19,  if at the  Initial  Closing,  as the  Initial  Closing  may be
extended  pursuant to the  provisions  of this  Agreement,  Seller is unable to
convey title to the Property in  accordance  with the terms of this  Agreement,
either  (i) as a  consequence  that all of the  Property  does not  consist  of
Conveyable Tracts,  (ii) as the result of any other inability to convey,  (iii)
in accordance with any  representations  or warranties made by Seller hereunder
or (iv) because Seller did not obtain the Consent,  the sole  responsibility of
Seller  will be to  instruct  the  Title  Company  to pay the  Deposit  and the
interest  thereon to Buyer  and,  upon the  giving of such  instructions,  this
Agreement  shall be  terminated  and  neither  Buyer nor Seller  shall have any
further  claim  against  the  other by  reason  of this  Agreement,  except  as
otherwise  provided in this  Agreement.  In respect to both the Initial Closing
and all subsequent  Closings,  except as otherwise  expressly  provided in this
Agreement  Seller may,  but shall not be required  to, take any measures of any
kind, bring any action or proceeding, or incur any expense, in order to correct
any  misrepresentations  or breach of any  warranty or remove any  objection to
title that Buyer has not agreed hereunder to accept. Buyer,  nevertheless,  may
accept  such title as Seller may be able to convey,  without  reduction  of the
<PAGE>

Purchase  Price or any credit or  allowance  against  the same and  without any
other  liability  on the part of Seller,  and provided  that Buyer  irrevocably
waives in writing any right or claim against Seller in connection therewith. If
Buyer does not agree to accept  such  title,  the Parcel or Parcels so affected
shall no longer be the subject of this Agreement and Buyer shall have no rights
with respect thereto. The acceptance of the Deed by Buyer shall be deemed to be
a full  performance and discharge of every agreement and obligation on the part
of Seller to be performed pursuant to the provisions of this Agreement,  except
those,  if any,  that herein  specifically  are stated to survive the  Closing.
Unless  so   specifically   stated,   no  agreement,   covenant,   warranty  or
representation  made herein  shall  survive  the  Closing.  If the  Property is
affected by any lien,  encumbrance or question of title not expressly consented
to herein by Buyer or which the Buyer is not required to take title subject to,
Seller shall,  subject to the following  provisions of this Section 10.12, have
the  privilege  to remove or  satisfy  the same or cause the Title  Company  to
insure  Buyer  against the  collection  of same from the  Property and shall be
entitled  to an  adjournment  of the  Closing  Date for a period or periods not
exceeding ninety (90) days (in the aggregate) in connection therewith. If as of
the Closing Date the  aggregate of all monetary  liens of record  (exclusive of
deeds of  trust/mortgages)  is less than $2,000,000,  then Seller shall satisfy
such liens or cause the Title Company to insure Buyer against the collection of
same from the Property within the ninety (90) day extension period set forth in
the previous sentence.  If as of the Closing Date the aggregate of all monetary
liens of record  (exclusive  of deeds of  trust/mortgages)  equals  or  exceeds
$2,000,000  and  Seller  does not elect to use its  privilege  of  removing  or
satisfying  same or causing  the Title  Company  to insure  Buyer  against  the
collection  of same from the Property,  Buyer may either (i) take a credit,  as
its sole and exclusive remedy,  equal to the lesser of (a) $2,000,000,  and (b)
the amount of the liens not removed or satisfied or so insured against, towards
the  Purchase  Price  and  close on the  Closing  Date or (ii)  terminate  this
Agreement.  In the event of Multiple Closings,  the $2,000,000 figure set forth
above shall be prorated, so that the figure applicable to the conveyance of any
particular portion of the Property shall be the sum of $2,000,000 multiplied by
a fraction, the numerator of which is the number of Units that can be developed
pursuant to the Master  Development  Plan on the portion of the  Property to be
conveyed and the denominator of which is 2,300.

           Section  10.13.  Additional  Re: Due  Diligence.  Buyer  agrees that
Buyer's failure to commence or complete any investigations,  inspections or due
diligence  with  respect  to  the  Property  or the  transactions  contemplated
hereunder, for any reason whatsoever including,  without limitation,  by reason
of Seller's  default or Seller's  unwillingness  to cooperate with Buyer and/or
provide  any access,  information,  or  documents  Buyer may desire or request,
shall not  constitute  a default  by Seller  hereunder  or extend or  otherwise
affect the No Return Date in any way.

           Section 10.14. Confidentiality.  In connection with Buyer's analysis
of the transactions  contemplated hereunder (collectively,  the "Transaction"),
Buyer has requested  from Seller  certain  information  which is  confidential,
proprietary or otherwise not generally  available to the public. As a condition
to Seller  disclosing such  information,  Buyer agrees,  as set forth below, to
treat confidentially such information and any information  heretofore furnished
and any other information which Seller or any of its respective Representatives
(defined below) may furnish to Buyer and irrespective of its form, whether oral
or written,  and any and all  summaries,  projections,  compilations,  studies,
abstracts,  analyses or other documents prepared by or on behalf of Buyer which
contain or are in any way prepared from or based upon, in whole or in part, any
such information furnished by Seller (collectively, the "Evaluation Material").

           The term "Evaluation  Material" does not include  information  which
(i) is or becomes generally available to the public other than as a result of a
<PAGE>

disclosure by Buyer or its  Representatives  in violation of this  Agreement or
(ii)  becomes  available  to  Buyer  from a source  other  than  Seller  or its
Representatives.

           Unless the context hereof clearly requires the contrary,  as used in
this Section 10.14,  the terms Seller and Buyer or any other  reference in this
Section  10.14 to  either  of them  shall  include  the  respective  affiliated
companies and other affiliated entities of Seller or Buyer, as the case may be,
and the respective directors, officers, employees, partners, affiliates (which,
in  the  case  of  Buyer,   shall  include  Crescent   Development   Management
Corporation),   lenders  and  prospective  lenders,  agents,   representatives,
accountants,  attorneys,  or other  advisors  of each  (sometimes  collectively
referred to herein as "Representatives").

           Buyer agrees that it will not use the Evaluation Material to compete
with  Seller  and that the  Evaluation  Material  furnished  to it will be kept
confidential by and used solely for the purpose of evaluating the  Transaction;
provided,  however,  that  the  Evaluation  Material  may be  disclosed  to any
Representative who needs to know such information for the purpose of evaluating
the Transaction so long as such  Representative is notified of the confidential
nature  of  such   information  and  is  required  to  treat  such  information
confidentially.  In any  event,  Buyer will be  responsible  for any use of the
Evaluation  Material by it or by any of its  Representatives  in breach of this
Agreement.

           Buyer agrees that it will not make copies of the Evaluation Material
except as necessary for the purpose of  evaluating  the  Transaction,  and that
within five days after the request of Seller,  Buyer will promptly redeliver to
Seller all copies of the Evaluation  Material in the possession of Buyer or its
Representatives  and that Buyer will  destroy  all  memoranda,  notes and other
writings constituting  Evaluation Material (other than this Agreement) prepared
by such party or any of its Representatives.

           Buyer  agrees  that,  except as  permitted  by the fourth and eighth
paragraphs  of  this  Section  10.14,  it will  not,  and it  will  direct  its
Representatives  not to,  make any  disclosure  that Buyer is having or has had
discussions  with, or has received  Evaluation  Material from Seller concerning
the Transaction.

           Buyer and Seller agree that money  damages  would not be an adequate
remedy for any breach by them of this Section 10.14 and that in addition to all
other remedies,  including  money damages,  to which the aggrieved party may be
entitled,  the aggrieved  party shall be entitled to specific  performance  and
injunctive or other equitable relief as a remedy for any such breach,  and each
party agrees to waive, and to use best efforts to cause its  Representatives to
waive,  any  requirement  for the securing or posting of any bond in connection
with such remedy. This paragraph is intended to supercede, and shall supercede,
the liquidated damages provisions appearing elsewhere in this Agreement.

           In the event  that Buyer or its  Representatives  are  requested  or
required  (by  oral  questions,  interrogatories,   requests  for  information,
documents subpoena,  civil investigative demand or similar process) to disclose
any Evaluation  Material or the fact that the Evaluation Material has been made
available,   it  is  agreed  that,   if   permitted  by  law,   Buyer  and  its
Representatives  will provide  Seller with prompt  written  notice of each such
request or requirement, so that Seller may seek an appropriate protective order
or other appropriate remedy and/or waive compliance with the provisions of this
<PAGE>

Agreement.  It is further agreed that if, in the absence of a protective  order
or other appropriate remedy or the receipt of a waiver hereunder, Buyer, in the
opinion of its counsel,  is compelled  to disclose  Evaluation  Material to any
party or else stand  liable for  contempt or suffer  other  censure or penalty,
Buyer may disclose such information to such party without liability  hereunder,
provided that it furnishes only that portion of the Evaluation  Material which,
in the  opinion of such  counsel,  is  legally  required  and makes  reasonable
efforts,   at  the  expense  of  Seller,  to  obtain  reliable   assurances  of
confidential treatment of the Evaluation Material being disclosed.

           The  provisions of this Section 10.14 shall survive any  termination
of this Agreement and the Closing.

           Section  10.15.  Reimbursable  Expenses  (a) If the Initial  Closing
fails to occur and this Agreement is terminated, including, without limitation,
a termination pursuant to Section 10.11 or 10.12 hereof,  and/or if the Initial
Closing fails to occur by reason of a default by Buyer, then the product of all
due diligence,  inquiries and  investigations  undertaken or performed by or on
behalf of Buyer shall be delivered to Seller  within ten (10) days  thereafter,
including,  without limitation, all studies, reports or other materials and all
materials  comprising  the Valuable Due  Diligence  Materials,  as  hereinafter
defined (collectively,  "Due Diligence  Materials").  Subject to the provisions
hereinafter  provided,  if the Initial  Closing failed to occur for any reason,
other than Buyer's default or a termination  pursuant to Section 10.11,  Seller
shall reimburse  Buyer within six (6) months  following the termination of this
Agreement for all reasonable  costs and expenses of unaffiliated  third parties
incurred by Buyer for the Valuable Due Diligence Materials, in an amount not to
exceed  $250,000,  provided  that (i) all of the Due  Diligence  Materials  are
delivered to Seller within ten (10) days of the  termination of this Agreement,
and (ii) within said ten (10) day period Buyer notifies and directs,  in a form
reasonably acceptable to Seller, all third party providers of the Due Diligence
Materials  that said providers  shall deal with Seller as if Seller  originally
ordered  and  paid  for  said  materials.  The  term  "Valuable  Due  Diligence
Materials"  means Due  Diligence  Materials  which are of  reasonable  value to
Seller,  including,  without  limitation,  information that would substantially
facilitate a future sale of all or any  substantial  portion of the Property or
which is applicable  generally to any future use or development of the Property
(as opposed to relating  specifically to the  Development).  (b) In addition to
the  foregoing,  but subject to the  provisions  hereinafter  provided,  if the
Initial  Closing fails to occur solely because of Seller's  inability to convey
title to at least a portion of the Property as required hereunder,  then Seller
shall  reimburse  Buyer for the actual and  reasonable  out-of-pocket  expenses
incurred by Buyer,  in a total amount not to exceed  $500,000  (less any amount
Seller  is  required  to  reimburse   Buyer  for  the  Valuable  Due  Diligence
Materials),  in connection with this  transaction with the exception of Buyer's
(or any affiliate thereof) attorneys' fees and disbursements, within six months
following the  termination of this Agreement,  provided  Borrower has delivered
the Due Diligence Materials to Seller as required under this Section 10.15.

           The  parties   acknowledge  that  the  Closing  is  contingent  upon
obtaining of the consent (the "Consent") to the Closing from both the holder of
the current  Deed of Trust  affecting  the  Property and the holders of certain
bonds  issued by Seller.  Notwithstanding  anything  contained  in this Section
10.15 to the  contrary,  if Seller has not been able to obtain  the  Consent by
February 21, 2000 and Seller gives Buyer notice of such  inability on or before
February  23, 2000 then,  unless Buyer waives its right to receive the payments
provided to be made by Seller  pursuant to the provisions of this Section 10.15
by notice to Seller given no later than  February  25, 2000,  Seller shall have
the right to  terminate  this  Agreement  in which  event the  Deposit  and the
interest  thereon shall be returned to Buyer and neither Buyer nor Seller shall
have any further  obligations  or liabilities  under this  Agreement  except as
otherwise provided hereunder.  Buyer's obligations to deliver the Due Diligence
Materials to Seller  pursuant to the  provisions  of this Section  10.15 are in
addition  to  the  damages  provided  to be  paid  to  Seller  pursuant  to the
<PAGE>

provisions  contained in Sections  2.2 and 6.1 and any other  provision of this
Agreement.  The provisions of this Section 10.15 shall survive any  termination
of this  Agreement.

           Section 10.16.  Additional Re: Consent. If on the date scheduled for
Initial Closing the Consent has not been obtained,  (a) then in addition to any
other  rights  Seller may have under this  Agreement to postpone or adjourn the
closing,  Seller  shall be entitled on notice to Buyer to postpone  and adjourn
the Initial  Closing for up to an  additional  sixty (60) days and (b) provided
that Buyer (i) is not then in default  under any  provision of this  Agreement,
(ii) has deposited the Additional  Down Payment with the Title  Company,  (iii)
waives in a writing  delivered to Seller (together with Buyer's Consent Notice,
as hereafter  defined) all conditions to the Initial Closing other than matters
first  appearing  of record after the date Buyer  adjourns the Initial  Closing
pursuant to the  provisions  of this  Section  10.16,  and (iv)  covenants in a
writing  delivered to Seller  (together  with Buyer's  Consent  Notice) in good
faith to diligently  undertake all activities,  including,  without limitation,
performing all due diligence,  to advance and further the Development  from the
date of Buyer's Consent Notice through the date of closing, (the "Continued Due
Diligence"),  then Buyer shall be  entitled  on notice to Seller (the  "Buyer's
Consent  Notice")  to postpone  and  adjourn the Initial  Closing to a date not
later than  September 30, 2000.  If following  the delivery of Buyer's  Consent
Notice and prior to Seller's obtaining the Consent,  Buyer ceases the Continued
Due Diligence for more than fifteen (15) days  following  notice from Seller to
Buyer,  then Seller shall have the right to terminate  this  Agreement with the
same effect as if the Consent had not been  obtained  pursuant to Section 10.12
hereof.  If after the delivery of Buyer's  Consent  Notice,  Seller obtains the
Consent,  Seller shall have the right to accelerate the Initial  Closing to any
business day  occurring on or after  thirty (30) days  following  delivery of a
notice to such effect to Buyer.

           Section  10.17.  Exculpation.  Buyer  agrees that the  liability  of
Seller under this Agreement,  and with respect to all matters  pertaining to or
arising out of this  Agreement,  shall be limited to  Seller's  interest in the
Property. In addition, under no circumstances shall either Buyer or Seller make
claims against or seek to impose any personal  liability  upon any  individual,
including,  without  limitation,  any  general  or  limited  partner,  officer,
director,  employee or shareholder.

           Section 10.18. Re: Exhibits.  (a) At the request of Buyer,  prior to
the  Initial  Closing  Seller  and Buyer  shall use all  reasonable  good faith
efforts to attempt to negotiate a definitive operating agreement for the Option
Agreement  referred  to on Exhibit K. (b) Seller and Buyer shall  cooperate  in
good faith to complete all of the unfinished  Exhibits to this Agreement and to
the  Operating   Agreement  prior  to  the  Initial  Closing.

           Section 10.19.  Modifications  to Closing  Conditions.

                    (a) If Buyer requests any changes or  modifications  to the
Master  Development  Plan  prior  to the  Initial  Closing,  Seller  shall  not
unreasonably withhold Seller's consent to such changes or modifications, unless
such changes or modifications would (i) increase Seller's  infrastructure costs
under the Operating  Agreement,  unless Buyer agrees to pay for such  increased
costs or (ii) affect the Village Core (as such term is defined in the Operating
Agreement)  or the  Excess  Property,  in either  of which  events  Seller  may
withhold Seller's consent in Seller's sole and absolute discretion.

                    (b)  Seller  will only be  obligated  to close if Seller is
able to convey all of the Property at the Closing as  Conveyable  Tracts and if
Seller is unable to so convey the  Property,  the  provisions  of Section 10.12
<PAGE>

shall govern.  Notwithstanding the foregoing, if Seller is able to convey some,
but not all of the Parcels as Conveyable  Tracts,  or if Seller's  lenders will
consent  to the  conveyance  of  some,  but not  all of the  Parcels  that  are
Conveyable  Tracts,  then,  subject to all of the provisions of this Agreement,
the Closing shall  nevertheless occur (and in such event, such Closing shall be
the Initial  Closing),  provided  that  Seller  can,  at a minimum,  convey the
Parcels  described as E, F, G, H, I, J, K and Q on the Master  Development Plan
(the  "Initial  Site"),  as  Conveyable  Tracts and in such event the following
provisions  shall govern:

                         (i) The  purchase  price of the Initial  Site shall be
the sum of  $10,000,000  payable in cash at the Initial  Closing  (and  towards
which the Deposit  shall be credited) and the  provisions of Section  5.5(o) of
this  Agreement and all  references  in this  Agreement to the $5M Note and the
Deed of Trust shall be deleted. At Seller's option, the Initial Site and/or any
subsequent  Parcel to be conveyed pursuant to this Agreement may contain Excess
Property. The $5,000,000 balance of the Purchase Price shall be paid in cash as
Seller conveys Additional Real Property to Buyer (as hereinafter defined).  The
term  "Additional  Real  Property"  shall mean real  property  that consists of
additional Parcels not conveyed at the Initial Closing or, in lieu thereof,  at
Seller's sole and exclusive  option,  all or any portion of parcels 15, 16, 17,
18 or 27  referenced  on the Auerbach  Plot (as such term is defined in Section
10.19(b)(vii)).  The purchase price for each parcel of Additional Real Property
shall be the sum of $5,000,000 multiplied by a fraction, the numerator of which
is the  number of Units  that can be  developed  pursuant  to the Final  Master
Development  Plan on the parcel of  Additional  Real Property to be conveyed at
that time and the denominator of which is equal to the excess of (a) 1,800 over
(b) the  number of Units  that can be  developed  on Parcel 26 (as such term is
defined in Section 10.19(b)(vii) pursuant to the Final Master Development Plan.
Notwithstanding  any other  provision of this  Agreement to the  contrary,  the
unpaid portion of the $5,000,000 balance of the Purchase Price shall be paid to
Seller in cash on the date which is the earlier to occur of (a) the  conveyance
to Buyer of Parcels A, B, and C (or all of the Development Portions (defined in
Section  10.19(k)  below) of  Parcels  A, B and C) or (b) the date  upon  which
Seller has  conveyed  sufficient  real  property to Buyer so that Buyer has the
right  to  develop  1,800  Units  on such  real  property.

                         (ii) As soon as the proposed single family subdivision
(the "EFG Subdivision")  affecting a portion of Parcels E, F and G has received
the requisite approvals so that the EFG Subdivision Land (as hereafter defined)
comprises one or more legally conveyable  parcels,  Buyer shall, within 20 days
of  Seller's  written  request,  reconvey  to Seller  from time to time the EFG
Subdivision Land or subdivided  portions  thereof for no consideration  subject
only to the Conditions of Title.  Buyer and Seller shall equally share the cost
of any transfer taxes for such reconveyance.  Pending such reconveyance, Seller
shall retain the sole equitable ownership interest in the EFG Subdivision Land.
If the complete EFG Subdivision occurs at a time prior to the conveyance of the
Initial Site by Seller to Buyer,  then,  Seller shall have the right to exclude
the EFG Subdivision Land from the conveyance of the Initial Site.  Seller shall
thereafter have the right to sell the EFG  Subdivision  Land free and clear of,
and not subject to any of the provisions  of,  Exhibit F hereof.  The term "EFG
Subdivision Land" shall mean the real property which is identified as Northstar
Unit 7 and 7A on the plat prepared by Auerbach Engineering Group dated October,
1999, including,  without limitation, all common areas and related roadways and
rights appurtenant thereto, including rights of way and access.

                         (iii) As to all Parcels  other than the Initial  Site,
Seller  shall have the option of  conveying  some or all of such Parcels at the
<PAGE>

Initial  Closing or any  subsequent  Closing,  together  with  additional  land
located outside of the Black Outline (in which event such additional land shall
be Excess  Property),  or delay  conveying  such Parcels until such Parcels are
subdivided  into  Conveyable  Tracts in  accordance  with the  provisions,  and
subject to the  conditions,  set forth in this Section  10.19(b)(vi).

                         (iv) The Second Deed of Trust shall only be subject to
the Conditions of Title.

                         (v)  Section 9.2 shall be modified so that Seller will
only be obligated to spend the sum of  $3,000,000 in the summer of 2000 for the
performance of the work set forth in Section 9.2(a).  Seller shall be obligated
to spend  $2,000,000  for the  balance  of the work set  forth in  Section  9.2
pro-rata as Seller receives the balance of the $5,000,000 of the Purchase Price
pursuant to section 10.19(b)(i) above. Any costs or expenses that Seller incurs
after the date of this  Agreement in  connection  with the items  enumerated in
Section 9.2 shall be in partial satisfaction of Seller's obligations  hereunder
and  under  Section  9.2.

                         (vi)  Seller  shall  use its best  efforts  to  obtain
subdivision  approval  for the  portion of the  Property  not  conveyed  at the
Initial  Closing so that such Property is  subdivided  into  Conveyable  Tracts
("Subdivision Approval"). If any Off-Site Mitigation is required as a condition
to obtaining Subdivision  Approval,  such Off-Site Mitigation shall be the sole
cost, expense and responsibility of Buyer, except as otherwise set forth in the
Operating  Agreement.  If and when Seller obtains Subdivision  Approval for any
one or more of the Parcels not yet  conveyed to Buyer,  Seller  shall  promptly
notify  Buyer  ("Seller's  Subdivision  Notice").  The Closing of the Parcel or
Parcels referred to in Seller's Subdivision Notice shall occur on the thirtieth
(30th)  day (or if such  day is not a  business  day,  on the  next  succeeding
business  day)  following  Seller's  giving  to Buyer of  Seller's  Subdivision
Notice.  Buyer agrees to diligently cooperate with Seller to obtain Subdivision
Approval.  If Seller has been unable to obtain the Subdivision Approval for any
portion of the  balance of the  Property  not  conveyed to Buyer at the Initial
Closing on or before the fifth  anniversary of the date of the Initial Closing,
then Seller  shall have no further  obligation  to subdivide or convey to Buyer
the balance of the Property under this Agreement, and at such time Seller shall
be deemed to have  fully  performed  all of  Seller's  obligations  under  this
Agreement except for those provisions that expressly  survive closing set forth
in Section 10.6(a)-(d) above but the balance of the Property shall nevertheless
remain  subject to the  provisions  of Exhibit F.

                         (vii)  Seller  shall  have  the  right  to  substitute
"Parcel 26" (as  hereafter  defined) in the place of and in lieu of the Initial
Site. The term "Parcel 26" shall mean the parcel of real property designated as
26 and  consisting  of all or a portion of Parcels E, F, G, H, I, J, K, Q and N
and Excess Property,  as shown on the "Exhibit  Depicting  Separately  Saleable
Parcels in  Trimont's  Ownership"  prepared by Auerbach  Engineering  Group and
dated  February  4,  2000 (the  "Auerbach  Plot").  Parcel 26 is also  known as
Resultant Parcel 2 and described in that certain  Resolution To Approve a Minor
Boundary Line Adjustment  (MBR-9987)  recorded November 23, 1993, as Instrument
No.  93-087531 of the official  records of Placer County.

                    (c) As to all of the  Parcels,  Buyer  shall  only have the
right to  develop  the  portions  of the  Property  lying  inside  of the Black
Outline.
<PAGE>

                    (d) Simultaneous with the conveyance of Parcel P, Buyer and
Seller  shall  execute a lease in the form  annexed  hereto  as  Exhibit S (the
"Lease")  leasing to Seller all of the  improvements on Parcel P, together with
the  necessary  easements  for access and  maintenance,  until such time as the
improvements  thereon have been  (A) separately  subdivided  and  reconveyed to
Seller subject only to the Conditions of Title, or  (B) relocated to other land
of Seller pursuant to the provisions of the Operating  Agreement.  Seller shall
have the right to record a  memorandum  of the Lease and Buyer shall  cooperate
with Seller to prepare, execute and record same.

                    (e) Buyer  agrees  that all land on the Master  Development
Plan that does not lie  within  the Black  Outline  that is  conveyed  to Buyer
comprises a portion of the Excess Property.

                    (f) Buyer shall grant Seller either permanent (for Property
that Buyer shall retain) or temporary  (for Property that will be reconveyed to
Seller pursuant to the provisions of this Agreement)  easements,  and rights of
access, use,  occupancy,  maintenance and repair  (collectively,  an "REA"), as
Buyer and Seller  reasonably agree are required or may be reasonably  useful to
benefit Seller's  property,  Seller's resort  operations or Seller's use of the
Essential  Ski  Property  and  Excess  Property.

                    (g) Until Buyer  commences  construction  on an  individual
Parcel,  Seller shall have the right to continue to use all undeveloped Parcels
for all resort related activities, including, without limitation, cross-country
skiing and biking.  Seller shall  indemnify  Buyer  against such use and Seller
shall maintain adequate  insurance and will name Buyer as an additional insured
thereon.

                    (h) Buyer will allow Seller to utilize Buyer's utility cuts
for placement by Seller of compatible  utility lines therein.

                    (i) Seller  shall  retain  all  timber,  mineral  and Water
Rights,  including  the  collection of surface run off water from the Property,
subject to:

                         (i) as to timber,  Buyer shall  designate which timber
shall be cut; but Seller shall perform all logging  activities in  coordination
with Buyer and Seller shall retain all  proceeds  therefrom;

                         (ii) Seller shall retain the sole and exclusive  right
to determine all logging  activities on Excess Property and Seller shall retain
all  proceeds  therefrom;  and

                         (iii) as to the Water  Rights,  Buyer and Seller shall
reasonably agree as to the appropriate method of supplying water to service the
needs of the  Development.

                    (j)  Buyer   acknowledges   that   there  is  an   existing
ski-corridor  through  Parcel R which  Buyer  must  preserve  and which will be
subject to an REA.

                    (k) In lieu of conveying  all of Parcels A, B and C, Seller
shall have the right to  subdivide  and convey to Buyer only those  portions of
Parcels A, B and C as are  contemplated  to be developed  pursuant to the Final
<PAGE>

Master Development Plan (the "Development  Portions") and shall have the option
of delaying the conveyance of Parcels A, B and C until such  subdivisions  have
been completed.

                    (l)  Seller   shall   retain  a  portion  of  the   Density
attributable  to the  Property  necessary  for the  development  of 60 Units on
Seller's remaining property,  together with any portion of the Density, if any,
required to maintain and utilize all existing  structures on Seller's remaining
property.  None of these 60 Units shall be subject to the provisions of Exhibit
F.

                    (m) Seller  agrees to cause to be prepared and delivered to
Buyer  following  the  Initial  Closing  an  CLTA/ASCM  survey of the  Property
prepared by a duly licensed surveyor  reasonably  acceptable to Buyer and Title
Company  showing the  dimensions and boundaries of the Land, the dimensions and
locations of all Improvements  "as built" and in all other respects  reasonably
satisfactory to Buyer and the Title Company (the "Survey"),  which Survey shall
be accompanied by a surveyor's  certificate in a form reasonably  acceptable to
Buyer and the Title  Company  (the  "Surveyor's  Certificate").  If the Initial
Closing occurs, the cost of the Survey and the Surveyor's  Certificate shall be
paid one-half by Seller and one-half by East West Partners,  Inc. ("East West")
and in such event,  East West shall  reimburse  Seller for East West's one-half
share of such cost within ten (10) days  following  the  delivery of the Survey
and the Surveyor's  Certificate to Buyer.  Otherwise the cost of the Survey and
the   Surveyor's   Certificate   shall  be  the   obligation  of  Seller.

                    (n)  Notwithstanding any provision of this Agreement to the
contrary,  in the event of Multiple Closings, if a particular provision of this
Agreement does not contemplate Multiple Closings, then the following provisions
shall govern:

                         (i)  Any  document  that is to be  delivered,  term or
condition to be satisfied or proration to be made that is  applicable to all of
the  Property  shall be modified by the  agreement  of Seller and Buyer  acting
reasonably  to  account  for the  Multiple  Closings;  and

                         (ii) The period of  survival  for the  representations
and warranties  shall, to the extent such  representation or warranty would, in
all likelihood, only be discovered to be incorrect upon physical development of
the  relevant  portion  of the  Property,  be  modified  so that the  period of
survival  is  measured  from  the date of  conveyance  of such  portion  of the
Property.  In all other  cases,  the  periods  set forth in Section  10.6 shall
govern and be measured  from the date of the  Initial  Closing.

                    (o) Buyer, at Buyer's sole and exclusive option, shall have
the right to elect  not to take  title to a  particular  Parcel  (the  "Deleted
Parcel"), in which event the following provisions shall govern:

                         (i) there shall be no reduction in the Purchase Price,
or the portion of the Purchase  Price  applicable  to the group of Parcels that
the Deleted Parcel is included within pursuant to this Agreement;

                         (ii)  if such  Parcel  is one or more of D, L, M or R,
then the portion of the Density  applicable to the Deleted  Parcel  pursuant to
the Master  Development Plan shall be transferred to the balance of D, L, M and
R, as the case may be, and the numerator set forth in Section 10.19(b)(i) above
<PAGE>

applicable  to the  first  conveyance  of any of  Parcels  D,  L, M and R shall
instead be the sum of (a) the  number of Units  applicable  to the Parcel to be
conveyed  pursuant to the Master  Development Plan plus (b) the number of Units
applicable to the Deleted Parcel pursuant to the Master  Development  Plan; and

                         (iii) the Deleted  Parcel  shall not be subject to the
provisions of Exhibit F hereof.

           The IN WITNESS WHEREOF, Buyer and Seller have executed
this Agreement as of the date and year first written above:

                               SELLER:


                               TRIMONT LAND COMPANY, a
                               California corporation


                               By: /s/ Christopher P. Ryman
                                  ----------------------------------
                               Name:   Christopher P. Ryman
                               Title:  President


                               BUYER:

                               EAST WEST PARTNERS, INC., a
                               Colorado corporation


                               By: /s/ Harry H. Frampton III
                                  ----------------------------------
                               Name:   Harry H. Frampton III
                               Title:  Chairman
<PAGE>

                                   Exhibit A

                                      LAND

     Buyer  acknowledges  and  agrees  that,  in  addition  to the  information
disclosed  in Exhibit A, Seller has applied  and is awaiting  approval  for the
development of a ski-run through Parcel Q and Seller currently contemplates the
construction of such ski-run in the summer of 2000.

     Graphic   of   map   January,   2000   -   Master   Development   Plan   -
Northstar-at-Tahoe omitted.
<PAGE>

                                   Exhibit B

                       [Obligations Assumption Agreement]
<PAGE>

                                   Exhibit C

                       [List of Contracts to be Assumed]

     1. At the Initial  Closing,  Buyer shall assume the  obligations of Seller
under the Agreement between Northstar Club, LLC and Seller, a copy of which has
heretofore  been  delivered  to  Buyer.  Buyer  shall  then  have the  right to
reasonably  select the portion of the Property that will be used to satisfy the
terms of such  agreement,  and if such  portion  has not yet been  conveyed  by
Seller to Buyer,  Seller shall  cooperate with Buyer to effectuate the terms of
such agreement.

     2. Items set forth in a letter from Tamra N.  Underwood,  Esq. to James R.
Wear,  Esq.  dated December 14, 1999, to the extent such items relate to all or
any portion of the Property.

     3. To the extent the Property includes the "Photo Shop", Agreement between
Trimont Land Company and SharpShooter Corporation, dated July 17, 1998.

     4.  Agreement  Terminating  Option and Amending  Agreement to Purchase and
Sell Real Property, dated the ____ day of September, 1999, between Trimont Land
Company and Northstar Club LLC.
<PAGE>

                                   Exhibit D

                             [Operating Agreement]

           The  form  of  Operating  Agreement  representing  Exhibit  D to the
Agreement for Purchase and Sale of Real Property has been filed as Exhibit 10.2
to the Company's Report on Form 10-Q for the quarterly period ended January 28,
2000.
<PAGE>


                                   Exhibit E

                             [Contract Assignment]
<PAGE>


                                   Exhibit F
                             [Exclusive Agreement]


                       Items To Be Included In Agreement:

1.   Term:             Ten (10) years from the date of the Initial Closing

2.   Property:         Right of First Offer on undeveloped property Seller may
                       wish to sell from time to time  (consisting  of all, or
                       any portion of, Seller's remaining  approximately 6,000
                       undeveloped acres) and any portion of the Property that
                       was not  conveyed to Seller  after the five year period
                       specified in Section 10.19.

3.   Purchase Price:   8% of Gross Sales; No upfront cash payment

4.   No Recording:     This agreement shall not be recorded and shall terminate
                       with respect to any portion of the real property that is
                       foreclosed upon by an unrelated third party lender.

5.   Conditions:       - Subject to mutual agreement of parties as to
                       integration with Master Development Plan

                       - Seller to bear no infrastructure costs, except that if
                       Seller  does not  convey  to Buyer  all of the  Property
                       pursuant  to  Section  10.19(b)(vi),  then  any of  such
                       Property that is subsequently conveyed to Buyer pursuant
                       to  the  provisions  of  this  Exhibit  shall  bear  the
                       infrastructure  costs  as set  forth  in  the  Operating
                       Agreement as if such  Property were conveyed to Buyer as
                       originally contemplated by this Agreement.

                       - Execution of any applicable REA

                       - Buyer to perform studies re: development potential

6.   Other:            - To be conveyed free of all deeds of trust and other
                       liens.

                       Not applicable to transfers to (i) affiliated persons or
                       entities,  but any such  transfers  shall  thereafter be
                       subject to Right of First Offer which shall  continue to
                       "run   with   the   land,"    (ii)    governmental    or
                       quasi-governmental  entities in exchange for development
                       rights  or  otherwise,  or  (iii)  for  the  purpose  of
                       constructing employee or affordable housing.
<PAGE>


                                   Exhibit G

                   [Intentionally Deleted Prior to Execution]
<PAGE>


                                   Exhibit H

                   [Intentionally Deleted Prior to Execution]
<PAGE>


                                   Exhibit I

                   [Intentionally Deleted Prior to Execution]
<PAGE>


                                   Exhibit J

                      [Non-Residential Property Agreement]

                       Items To Be Included In Agreement:

1.   Term:

2.   Property:          -  All Non-Residential Property
                        -  Option to Purchase when complete

3.   Purchase Price:    At "cost" (to be defined)

4.   Conditions:        To be conveyed unencumbered

5.   Other:
<PAGE>


                                   Exhibit K

                               [Option Agreement]

                       Items To Be Included In Agreement:

1.   Term:                          Option  must be exercised during a  one (1)
                                    year  "window"  period  commencing  on  the
                                    second anniversary of the Closing

2.   Property:                      Golf course and property management company
                                    (i.e. both or neither)

3.   Purchase Price:                50% of EBITDA (with EBITDA to be  not  less
                                    than 95% of EBITDA  for the  1998/99 fiscal
                                    year  for  purposes  of  establishing   the
                                    purchase price) x 10 (less 50% of any debt)

4.   Capitalization:                To be determined

5.   Conditions:                    Seller  and  EWRD V to form LLC (i.e. Newco
                                    II) to own and operate

6.   Other Ventures:                New golf course, real estate brokerage firm
                                    ,transportation company, etc.[to be part of
                                    NewcoII? Newco III?)

7.   Other:                         The Purchase Price entitles EWRD V to a 50%
                                    interest   in  Newco  II,    with    Seller
                                    owning  the other 50% interest.
<PAGE>


                                   Exhibit L

                               Form of Grant Deed
<PAGE>

                                   Exhibit M

                                  Demand Note

           There shall be no preconditions to Seller's ability to draw down the
money pursuant to the $5M Note.

           Any costs or  expenses  that  Seller  incurs  after the date of this
Agreement in  connection  with the items  enumerated in Section 9.2 shall be in
partial satisfaction of Seller's obligations under Section 9.2.
<PAGE>

                                   Exhibit N

                                 Deed of Trust

           This Deed of Trust shall only be subject to the Conditions of Title.
<PAGE>

                                   Exhibit O

                               Personal Property

           All personal  property  delineated on this Exhibit shall be conveyed
to  Buyer  by  a  quit  claim  bill  of  sale  without  payment  of  additional
consideration at the Closing.

                                     NONE.
<PAGE>

                                   Exhibit P

                              Second Deed of Trust

     a) The Second Deed of Trust shall secure the  following  obligations:

           (1) Newco's  obligation to promptly subdivide the Property to permit
the reconveyance to Seller of the Excess Property;

           (2) Newco's  obligations  to reconvey the Excess  Property to Seller
subject  only to the title  exceptions  set forth in the Title  Report upon the
satisfaction of (1) above;

           (3) Newco's  obligation  to convey the  balance of the Village  Core
upon the event of any "break-up" as set forth in the Operating  Agreement;  and

           (4)  Newco's  obligation  to pay to Seller the  Minimum  Booth Creek
Return (as such term is defined in the Operating Agreement).

     b) Until such time as the Excess Property is reconveyed to Seller,  Seller
shall  be  obligated  to  release  from the  lien of the  Second  Deed of Trust
portions of the Property that do not contain  Excess  Property  (other than (i)
deminis  portions of Excess  Property  that are not necessary or related to the
operation of the Northstar Report, in the reasonable opinion of Seller, or (ii)
Excess  Property  that has become  subject to a REA approved by Seller) as such
portions are subdivided and designated as development parcels. After the Excess
Property has been  reconveyed  to Seller,  the lien of the Second Deed of Trust
shall be released  from all of the Property  except the Village Core and Parcel
P. Seller  shall be  obligated  to release the lien of the Second Deed of Trust
from (i)  portions of the Village  Core as such  portions  are  subdivided  and
designated as  development  parcels and (ii) from Parcel P after the facilities
are removed therefrom as contemplated by the Operating  Agreement and after the
resort  infrastructure  (i.e.  the  snow  making  equipment  and  other  resort
infrastructure)  are either  subdivided  and conveyed to Seller subject only to
the title exceptions set forth in the Title Report, or , if such site cannot be
legally  subdivided,  then following the recordation of an REA (not subordinate
to any prior matters of record)  necessary  for Seller's  continued use of such
infrastructure.

     c) The Second  Deed of Trust  shall be  non-interest  bearing and shall be
subordinate only to the Deed of Trust and the Conditions of Title.

     d) If to record the Second  Deed of Trust,  the Second  Deed of Trust must
contain an amount that is secured thereby, or if a filing fee is required to be
paid to record the Second  Deed of Trust  based upon the amount  secured by the
Second  Deed of  Trust,  then in  either  or both  events,  such  sum  shall be
$22,500,000.
<PAGE>

                                   Exhibit Q

                                Excess Property

           a) If conveyed by Seller to Buyer, the Excess Property shall consist
of the following:

                  (1) The  Essential  Ski  Property (as such term is defined in
         the Operating Agreement);

                  (2)  Those  portions  of the  Village  Core (as such  term is
         defined in the  Operating  Agreement)  that are not to be developed by
         Newco pursuant to the Master Development Plan;

                  (3) Any excess real property  conveyed to Newco to facilitate
         the  closing  but  that is not  required  for the  Development,  or as
         otherwise set forth in the Master Development Plan;

                  (4) The EFG Subdivision Land; and

                  (5) The Clock Tower building,  the free standing buildings in
         the immediate  vicinity of the Clock Tower, the Gondola Building,  the
         Base Lift  Locations,  and the existing  drop off area for cars in the
         front portion of the village on Parcels A, B and C.

                  (6) Any  real  property  designated  as  Excess  Property  in
         Section 10.19 of this Agreement.

           b) Seller shall have the right to remove, alter,  replace,  maintain
and repair all Excess Property Improvements and Buyer shall grant Seller an REA
for Seller to enjoy such rights.

           c) Buyer shall have no right to construct  any  improvements  on the
Excess Property.

           d) Any parcels of land that  cannot,  in the  reasonable  opinion of
Seller,  be subdivided and reconveyed to Seller as the result of non-compliance
of such parcel with  applicable  zoning or  subdivision  requirements  shall no
longer be considered  Excess  Property after the  appropriate REA in connection
with such  parcels for the benefit of Seller  have been  recorded,  and are not
subject to any title matters of record other than the Conditions of Title.
<PAGE>

                                   Exhibit R

           Agreed  upon Deal  Expense  to be  reimbursed  to Buyer or Seller by
Newco at the Closing.

     1. All costs of third party consultants and direct out of pocket costs for
due diligence (but not employee salaries or overhead)  incurred by either Buyer
or Seller in connection with the  Development,  including all legal fees, other
than those of Loeb & Loeb L.L.P., Sherman & Howard LLC and Wear Travers & Davis
P.C.

     2. Seller's costs and expenses in obtaining the Subdivision  Approval.

     3. The fees and  disbursements of Auerbach  Engineering  Group incurred by
Buyer  or  Seller  in  connection  with or  related  to this  Agreement  or the
Development.
<PAGE>

                                   Exhibit S

           Form of Lease pursuant to Section 10.19.

                    (1) Seller shall not pay rent.

                    (2) Seller shall not be responsible for real estate taxes.

                    (3) Seller shall be responsible  for costs of  maintenance,
repair, insurance and operation.
<PAGE>

                                   Exhibit T

    Provisions dealing with default by Buyer following the Initial Closing.

     1. This Agreement  shall  terminate and Buyer shall have no further rights
to  acquire  any of the  Property  if  Buyer  materially  defaults  under  this
Agreement and such default is not cured within ten days  following  notice from
Seller to Buyer or if Buyer or its  affiliates  or assignee  thereof  commits a
Funding Default or a Material Manager Breach under the Operating Agreement.  In
any of such  events,  the  provisions  of the  Exclusive  Agreement  shall also
immediately terminate.