AGREEMENT OF PURCHASE AND SALE

     BY THIS AGREEMENT, dated for reference purposes the 27th day of July, 1988,
Saratoga National Bank ("Buyer"), does herein agree to purchase from Independent
Holdings, Inc., a California Corporation ("Seller"),  that certain real property
and  improvements  thereon,  situated in the City of  Saratoga,  County of Santa
Clara, State of California, ("Property"), described as follows:

     Parcel 1 as identified in that certain  preliminary  title report issued by
Continental Land Title Company, dated as of April 29, 1988, No. HL144634 ("Title
Report"),  a  copy  of  which  is  attached  hereto,  marked  Exhibit  "A",  and
incorporated by reference herein.

     1. Purchase  Price.  The purchase  price shall be One Million Eight Hundred
Thousand  and no/100  ($1,800,000.00)  Dollars.,  payable in lawful money of the
United States of America as follows:

     a.   Fifty Thousand and no/100  ($50,000.00)  Dollars  (CASH)  evidenced by
          Personal Check as deposit on the purchase  price,  receipt of which is
          hereby  acknowledged  by  Broker.  Said sum  shall be paid by Buyer to
          Seller,  which shall be  nonrefundable  and paid to Seller  outside of
          escrow.

     b.   One Million Eight Hundred Thousand and no/100 ($1,800,000.00)  Dollars
          including the above deposit,  to be paid at the close of escrow,  less
          the balance of the note to be assumed by Buyer.

     c.   Buyer to assume the existing  first note secured by deed of trust,  or
          at Buyer's option, to pay off said first note.

     2. Escrow.  Within ten (10) days after Buyer's  execution  hereof an escrow
shall be opened by  depositing a signed copy of this  Agreement  with the Escrow
Holder.  Escrow Holder is hereby  authorized and instructed to act in accordance
with the  provisions of this  Agreement,  which  Agreement  together with Escrow
Holder's  Standard general  provisions,  shall constitute Escrow Holder's escrow
instructions.  Seller and Buyer shall each  deposit such other  instruments  and
funds as are necessary to close the escrow and complete the sale and purchase of
the property in accordance with the terms hereof.  The obligations of each party
which are herein  agreed to be  undertaken  by each party in the escrow shall be
and are  hereby  made  agreements  of such  party in and  under  this  Agreement
independent  of the  escrow.  If any  requirements  relating  to the  duties  or
obligations of Escrow Holder  hereunder are not acceptable to Escrow Holder,  or
if Escrow Holder  requires  additional  instructions,  the parties agree to make
such  deletions,  substitutions  and  additions  to  these  escrow  instructions
relating to such duties or  obligations  of Escrow  Holder or  clarification  of
these  instructions as counsel for Seller and for Buyer shall mutually  approve,
and which do not substantially  change this Agreement or its intent.  Seller and
Buyer agree to perform,  observe and fulfill the  requirements of this Agreement
notwithstanding  said  deletions,  substitutions  or  additions  to said  escrow
instructions.  Seller and Buyer shall deposit all necessary  documents  with the
escrow  holder  in a  timely  manner.  The date for  close  of  escrow  shall be
determined pursuant to Section 20 hereof.

     3.  Title.  Buyer  acknowledges  receipt of a copy of the  above-referenced
Title Report attached hereto as Exhibit "A" and approves the report.

     4.  Transfer  Tax;  Escrow  Fees.  Seller  hereby  agrees to pay any County
Documentary Tax. Buyer and Seller shall each pay one-half of the escrow fees for
this transaction, and any city conveyance tax.

     5.  Properties.  Real  property  taxes and the current  installment  of any
special  assessments  shall be prorated  through  escrow to the close of escrow,
such  proration  to be  based  upon  the  current  tax  bill  for the  Property.
Non-delinquent  tenant rentals shall be prorated  through escrow to the close of
escrow.  Rentals  delinquent  at the  closing  shall be prorated to the close of
escrow when and if collected.

          b.   Deposits.  The amount of any  security  deposits and other tenant
               deposits  retained  by Seller  shall be  credited to Buyer in the
               escrow,  and Buyer shall agree to hold Seller  harmless  from any
               claim by any tenant for the return of such deposits.

          c.   Utilities.  Seller shall be responsible for all utility  services
               to the  Property  and  payment  therefore  until 5:00 P.M. on the
               closing date and Buyer shall be responsible for utility  services
               and payments therefore thereafter.  Seller shall be entitled to a
               return of any deposits  posted by it with any utility company and
               Buyer shall be obligated to post its own  deposits.  Seller shall
               notify each utility  company of the change in ownership but Buyer
               shall execute all forms  necessary to assume  responsibility  for
               utility services after the close of escrow.

          d.   Service and  Maintenance  Contracts.  Seller shall be responsible
               for payment of all service and maintenance contracts to 5:00 P.M.
               of the  closing  date and  Buyer  shall be  responsible  for such
               payment thereafter.

     Taxes. Tax information including assessments,  it any has been obtained and
conveyed  to Buyer by the  Broker  named  below  from the  records of the County
Assessor.

     Assessments.  Any existing  assessment  and/or  improvement  bonds,  either
currently  of record or levied prior to  recordation  of the Grant Deed to Buyer
shall be assumed by Buyer.

     Possession.  Possession of the subject property shall be delivered to Buyer
immediately upon recordation of the Grant Deed.

     Entire  Agreement.   This  Agreement  contains  the  entire  agreement  and
understanding  of the  parties  hereto and is  executed  voluntarily  after full
investigation,  and is not made in reliance upon any representation or statement
made by the  Seller or  Broker.  Buyer  hereby  acknowledges  receipt  of a copy
hereof.  This Agreement  shall survive the recordation of the Grant Deed and the
close of escrow.

     Assignment.  Buyer may assign its rights  hereunder  with the prior written
consent  of  Seller.  Seller  may  assign  its  rights  hereunder  so long as it
covenants to remain responsible for the full performance hereof through close of
escrow.

     Destruction and Condemnation. In the event the Property shall be damaged by
reason of an insured peril, this transaction shall close as scheduled but Seller
shall pay over to Buyer in Escrow, at closing,  all insurance proceeds received,
and assign to Buyer  Seller's  rights to insurance  proceeds not yet received in
connection  with the  casualty.  Notwithstanding  any other  provisions  hereof,
closing  in such  event  shall in no case  occur  later  than  ninety  (90) days
following the date of the casualty,  or the date close of escrow would otherwise
have occurred under the terms hereof, whichever occurs later.

     In the event of damage to the Property  occasioned  by an uninsured  peril,
Seller may, at its option,  either (1) terminate this agreement,  or (2) restore
the  Property,  in which case the time set for close of escrow shall be extended
for up to 120 days to permit said restoration.

     In the event  that,  prior to the Close of Escrow,  a  governmental  entity
shall  commence  any action of eminent  domain to take any portion or all of the
Property,  the closing called for herein shall occur and Buyer shall be entitled
to the award relating to the eminent domain proceeding(s).

     12. A. FLOOD  CONTROL ACT. To the best of Seller's  actual  knowledge,  the
property is not located in a "flood zone" as set forth on H.U.D.  "Special Flood
Zone Area  Maps." As a  condition  to  obtaining  financing  on most  properties
located  in  "flood  zones,"  some  banks,  savings  and loan  associations  and
insurance  lenders  require that H.U.D.  flood  insurance be carried  where such
properties are security for the loan. This requirement is mandated by the H.U.D.
National  Flood  Insurance  Program and became  effective  March 1, 1975.  Buyer
acknowledges that Buyer has not received or relied upon any representations from
either   Seller  or  Broker(s)   regarding   the   application,   legal  effect,
interpretation or economic  consequences of the National Flood Insurance Program
and related legislation.

     B. SPECIAL STUDIES ZONE ACT. To the best of Seller's actual knowledge,  the
Property  is  not  located  in a  Special  Study  Zone  as  designed  under  the
Alquist-Priolo  Special Studies Zone Act,  Sections  2621-2630  inclusive of the
California  Public  Resources  Code, or is otherwise in an area of high geologic
hazard,  and as such the  construction  or  development  on the  Property of any
structure  for human  occupancy  may be  subject to the  findings  of a geologic
report  prepared by a geologist  registered in the State of  California,  unless
such a report is waived by the applicable governmental authority under the terms
of that Act. Buyer  acknowledges  that Buyer has not received or relied upon any
representation on this subject matter by Seller or Broker(s).

     13. LIQUIDATED DAMAGES; SPECIFIC PERFORMANCE

THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE AND EXTREMELY  DIFFICULT AT THE
TIME OF MAKING THIS AGREEMENT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER BY
REASON OF ANY DEFAULT BY BUYER IN THE TIMELY  PERFORMANCE  OF ITS  OBLIGATION TO
PURCHASE THE PROPERTY AS PROVIDED HEREIN.  THE PARTIES HERETO FURTHER AGREE THAT
THEIR BEST  ESTIMATE,  BASED ON ALL  RELEVANT  FACTS,  OF THE TOTAL  DAMAGE THAT
SELLER  WOULD  SUFFER IN THE EVENT OF ANY DEFAULT IN THE TIMELY  PERFORMANCE  BY
BUYER OF BUYER'S  OBLIGATION  TO PURCHASE  THE  PROPERTY,  IS AND SHALL BE FIFTY
THOUSAND DOLLARS ($50,000.00).  ACCORDINGLY, IN THE EVENT BUYER FAILS TO PERFORM
ITS OBLIGATION TO PURCHASE THE PROPERTY UNDER THIS  AGREEMENT,  UNLESS SELLER IS
THEN IN DEFAULT HEREUNDER,  SELLER SHALL BE RELEASED FROM ITS OBLIGATION TO SELL
THE PROPERTY TO BUYER AND SELLER SHALL BE  ENTITLED,  AS ITS SOLE AND  EXCLUSIVE
REMEDY, TO RETAIN THE AMOUNT OF THE DEPOSIT THERETOFORE  RELEASED TO SELLER FROM
THE  ESCROW AS  LIQUIDATED  DAMAGES.  SELLER AND BUYER  HAVE BOTH  PLACED  THEIR
INITIALS IN THE SPACES  BELOW TO INDICATE  THAT THEY HAVE READ,  UNDERSTAND  AND
AGREE TO THIS LIQUIDATED DAMAGES PROVISION.

     14.  Attorney's  Fees.  In the event of any  controversy,  claim or dispute
between the parties  hereto  arising out of or relating to this Agreement or the
breach  thereof,  the  prevailing  party shall be  entitled to recover  from the
losing party reasonable expenses, attorney's fee and costs.

     15. Dual Agency. It is the common business practice of Saratoga  Investment
Company and its agents to exclusively  list  investment  real estate and also to
represent Buyers in the purchase of that same real estate.  Therefore,  Saratoga
Investment  Company does hereby give notice to the undersigned  Buyer and Seller
that it is representing both Buyer and Seller in this transaction. It is further
disclosed  that the  undersigned  Buyer's agent is  representing  both Buyer and
Seller in this transaction.  The signatures of the Buyer and Seller below attest
that this disclosure was made in writing prior to Buyer and Seller entering into
this Agreement.

     16. Time. Time is of the essence of this Agreement.

     17. Binding  Effect.  This Agreement is binding upon the heirs,  executors,
administrators, successors and/or assigns of all parties thereto.

     18.  Seller's  Exculpation.  Neither the Seller nor any  officer,  agent or
representative of the Seller shall be held to any personal liability  hereunder,
nor shall resort be had to their private  property for satisfaction of any claim
hereunder or in connection with the affairs of the Seller, and only the Property
herein shall be liable. This limitation shall extend to any agreement, covenant.
assignment,  assumption or action made, delivered,  executed or done under or in
connection with this agreement.

     19.  Condition of Property.  By close of escrow as herein  prescribed,  and
delivery by Seller to Buyer of  possession  of the  Property  at closing,  Buyer
shall be  conclusively  deemed  to have  accepted  the  property  in its "as is"
condition  without  representation  or warranty by Seller.  Buyer represents and
warrants  that  it  has  relied  upon  its  own  inspections  and  that  of  its
professional  advisers in its  examination of the Property and all  improvements
thereupon.

     20. Contingency.  Buyer acknowledges that Seller does not presently own the
Property,  but that Seller has entered into an option agreement with the current
owner for  acquisition  of the Property and the other parcels  referenced in the
Title Report.  Said parcels  collectively  comprise the Park  Saratoga  Shopping
Center.  Within Seller's agreement with the owner,  escrow is scheduled to close
on or before August 31, 1988.  Escrow  created  hereunder  shall be scheduled to
close  contemporaneously  therewith,  but not later  than the  August  31,  1988
closing date unless  extended as herein set forth. If Buyer elects to extend the
Closing  Date,  then  Buyer  shall  make an  additional  payment  to  Seller  of
$50,000.00 by August 29, 1988 (which shall be  nonrefundable  and paid to Seller
outside of escrow),  and the Closing  Date shall be  extended to  September  30,
1988. If Seller is unable for any reason (except  seller's willful breach of its
agreement with the owner) to acquire title to the entire Park Saratoga  Shopping
Center within one hundred twenty (120) days after  exercise of the option,  then
this  Agreement  shall  automatically  terminate  and be of no further force and
effect,  and Buyer shall be entitled to the return of all deposits made pursuant
to this Agreement.

     21. Reciprocal Easement Agreement. Prior to close of escrow, but contingent
thereon,  Buyer and Seller shall enter into a Reciprocal  Easement  Agreement in
the form  attached  hereto as Exhibit "B." Said  Agreement  shall be recorded at
close of escrow.

     22. Bank Lease. Buyer shall take title subject to the existing leasehold of
Saratoga  National  Bank and shall  agree to assume  all  obligations  of Lessor
thereunder and to hold Seller harmless therefrom.

     NOTICE: TO SELLER AND BUYER:  Saratoga  Investment  Company,  the Broker in
this   transaction,   is  not  authorized  to  give  legal  or  tax  advice,  no
representation or recommendation is made by Saratoga  Investment  Company or its
agents  or  employees  as  to  the  legal  sufficiency,   legal  effect  or  tax
consequences of this document or any transaction  relating thereto,  since these
are matters which should be discussed with your attorney.

BROKER                                      BUYER

SARATOGA INVESTMENT COMPANY                 SARATOGA NATIONAL BANK

/s/ Norman A. Nason                         /s/ Richard L. Mount,
Norman A. Nason                             Richard L. Mount, President

NOTICE:  THE AMOUNT OF REAL ESTATE COMMISSIONS IS NOT FIXED BY LAW. THEY ARE SET
BY EACH BROKER INDIVIDUALLY AND MAY BE NEGOTIATED BETWEEN THE SELLER AND BROKER.

On this 28th day of July, 1988, the purchase  depicted herein is hereby accepted
and I (we)  agree  to  sell  the  subject  property  on  the  stated  terms  and
conditions.  The Seller acknowledges receipt of a copy of this Agreement. I (we)
further  agree  to  pay  SARATOGA  INVESTMENT  COMPANY  Broker,  a  real  estate
commission being $11,500.00.

SELLER

INDEPENDENT HOLDINGS INC.

/s/ Martin Zanbel

Date:  July 28, 1988