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                                                                   EXHIBIT 10.37


                     STANDARD OFFER, AGREEMENT AND ESCROW
                   INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
                               (Non-Residential)
                  American Industrial Real Estate Association

                                                        September 29, 1997
                                                 -------------------------------
                                                  (Date for Reference Purposes)

1.   BUYER.

          1.1    Hager Investments, Inc., or Nominee, (the "Buyer") hereby 
offers to purchase the real property, hereinafter described, from the owner 
thereof (the "Seller") (collectively, the "Parties" or individually, a "Party"),
through an escrow (the "Escrow") to close on 68 days after opening of escrow 
(the "Expected Closing Date") to be held by First American Title Company 
(Corporate Account) (the "Escrow Holder") whose address is 114 E. 5th Street, 
Santa Ana, CA 92701, Phone No. __________________, Facsimile No. _______________
upon the terms and conditions set forth in this agreement (the "Agreement").  
Buyer shall have the right to assign Buyer's rights hereunder, but any such 
assignment shall not relieve Buyer of Buyer's obligations herein unless the 
Seller expressly releases Buyer.

          1.2  The term "Date of Agreement as used herein shall be the date when
by execution and delivery (as defined in paragraph 20.2) of this document or a 
subsequent counter-offer thereto, Buyer and Seller have reached agreement in 
writing whereby Seller agrees to sell, and Buyer agrees to purchase, the 
Property upon terms accepted by both Parties.

2.   PROPERTY.

          2.1  The real property (the "Property") that is the subject of this
offer consists of (insert a brief physical description) that approximate 56,056
square foot industrial building situated on approximately 115,434 square feet of
M2 zoned land is located in the City of Pacoima, County of Los Angeles, State of
California, is commonly known by the street address of 12300 Montague Street and
is legally described as: to be provided in escrow.

          2.2  If the legal description of the Property is not complete or is 
inaccurate, this Agreement shall not be invalid and the legal description shall 
be completed or corrected to meet the requirements of First American Title 
Company (the "Title Company"), which Title Company shall issue the title policy 
hereinafter described.

          2.3  The Property includes, at no additional cost to Buyer, the 
permanent improvements thereon, including those items which the law of the state
in which the Property is located provides is part of the Property, as well as 
the following items, if any, owned by Seller and presently located in the 
Property: electrical distribution systems (power panels, buss ducting, conduits,
disconnects, lighting fixtures), telephone distribution systems (lines, jacks 
and connections), space heaters, air conditioning equipment, air lines, fire 
sprinkler systems, security systems, carpets, window coverings, wall coverings, 
and ____________________________________________________________________________
(collectively, the "Improvements").

          2.4  If the Property is located in the State of California, the 
Broker(s) is/are required under the Alquist-Priolo Special Studies Zones Act, 
to disclose to a prospective purchaser of real property whether the property 
being purchased is located within a delineated special studies zone (a zone that
encompasses a potentially or recently active trace of an earthquake fault that
is deemed by the State Geologist to be sufficiently active and well defined
enough to constitute a potential hazard to structures from surface faulting or
fault (creep).  If the Property is located within such a special studies zone,
its development may require a geologic report from a state registered geologist.
In accordance with such law, the Broker(s) hereby inform(s) Buyer that the
Property:      [X]  (a) Is not within such a special studies zone.
               [_]  (b) Is within such a special studies zone.

          2.5  If (1) the Property is located in the State of California, (2) 
the Improvements were constructed prior to 1975, and (3) the Improvements 
include structures with (i) pre-cast (e.g., tilt-up) concrete or reinforced 
masonry walls together with wood frame floors or roofs or (ii) unreinforced 
masonry walls, California law requires that Seller or Seller's Broker provide 
Buyer with a copy of The Commercial Property Owner's Guide to Earthquake Safety 
(the "Booklet") published by the California Seismic Safety Commission.  Seller 
and Seller's Broker hereby inform Buyer that the Property:
               [_]  (a)  meets the foregoing requirements, and Seller and
               Seller's Broker are required to provide Buyer with a copy of the
               Booklet. Seller or Seller's Broker shall, within five (5)
               business days of the Date of Agreement, deliver to Buyer a copy
               of the Booklet and a completed "Commercial Property Earthquake
               Weakness Disclosure Report" contained in the Booklet duly
               executed by Seller. Within five (5) business days of Buyer's
               receipt of said Disclosure Report, Buyer shall deliver a duly
               countersigned copy of the same to Escrow Holder, with a copy to
               Seller and Seller's Broker. Escrow Holder is hereby instructed
               that the Escrow shall not close unless and until Escrow Holder
               has received the Disclosure Report duly signed by both Seller and
               Buyer.
               [X]  (b)  does not meet the foregoing requirements requiring the 
               delivery of the Booklet.

3.   PURCHASE PRICE.

          3.1  The purchase price (the "Purchase Price") to be paid by Buyer to 
Seller for the Property shall be $2,250,000.00, payable as follows:

               (a)  Cash down payment, including the Deposit 
                    as defined in paragraph 4.3 (or if an all 
                    cash transaction, the Purchase Price):      $2,250,000.00
                                                                -------------
(Strike if not
applicable)



(Strike if not
applicable)



(Strike if not
applicable)


                                                                -------------
                    Total Purchase Price:                       $2,250,000.00
                                                                =============

     3.2  If an Existing Deed of Trust permits the beneficiary thereof to 
require payment of a transfer fee as a condition to the transfer of the Property
subject to such Existing Deed of Trust, Buyer agrees to pay transfer fees and 
costs of up to one and one-half percent (1 1/2%) of the unpaid principal balance
of the applicable Existing Note.

4.   DEPOSITS.

     4.1  Buyer hereby delivers a check in the sum of $50,000, payable to First
American Title Company, to be (check applicable box) [_] forthwith deposited in
the payee's trust account [X] hold uncashed until the Date of Agreement. When
cashed, the check shall be deposited into the payee's trust account to be
applied toward the Purchase Price of the Property at the Closing, as defined in
paragraph 8.3. Should Buyer and Seller not enter into an agreement for purchase
and sale, Buyer's check or funds shall, upon request by Buyer, be promptly
returned to Buyer.

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4.3  The funds deposited with Escrow Holder by or on behalf of Buyer under 
paragraphs 4.1 and 4.2, above (collectively the "Deposit"), shall be deposited 
by Escrow Holder in such State or Federally chartered bank as Buyer may select 
and in such interest-bearing account or accounts as Escrow Holder or Broker(s) 
deem appropriate and consistent with the timing requirements of this 
transaction.  The interest therefrom shall accrue to the benefit of Buyer, who 
hereby acknowledges that there may be penalties or interest forfeitures if the 
applicable instrument is redeemed prior to its specified maturity.  Buyer's 
Federal Tax Identification Number is to be provided in escrow.
                                     -------------------------

5.  FINANCING CONTINGENCY.  (strike if not applicable)

6.  PURCHASE MONEY NOTE.  (strike if not applicable)

7.  REAL ESTATE BROKERS.
     7.1  The following real estate broker(s) (collectively, the "Brokers") and 
brokerage relationships exist in this transaction and are consented to by the 
parties (check applicable boxes):

[_] ________________________ represents Seller exclusively ("Seller's Broker")
[_] ________________________ represents Buyer exclusively ("Buyer's Broker"); or
[X] The Seeley Company       represents Seller and Buyer ("Dual Agency"). (Also
    ________________________
see Paragraph 26.)
(the "Broker(s)"), all such named Broker(s) being the procuring cause(s) of this
Agreement.  See paragraph 26 for Disclosures Regarding the Nature of a Real 
Estate Agency Relationship.  Buyer shall use the services of Buyer's Broker 
exclusively in connection with any and all negotiations and offers with respect
to the property described in paragraph 2.1 for a period of one year from the 
date above.

     7.2  Buyer and Seller each represent and warrant to the other that
he/she/it has had no dealings with any person, firm, broker or finder in
connection with the negotiation of this Agreement and/or the consummation of the
purchase and sale contemplated herein, other than the Broker(s) named in
paragraph 7.1 and no broker or other person, firm or entity, other than said
Broker(s) is/are entitled to any commission or finder's fee in connection with
this transaction as the result of any dealings or acts of such Party. Buyer and
Seller do each hereby agree to indemnify, defend, protect and hold the other
harmless from and against any costs, expenses or liability for compensation,
commission or charges which may be claimed by any broker, finder or other
similar party, other than said named Broker(s) by reason of any dealings or act
of the indemnifying Party.

8.  ESCROW AND CLOSING.
     8.1  Upon acceptance hereof by Seller, this Agreement, including any 
counter-offers incorporated herein by the Parties, shall constitute not only the
agreement of purchase and sale between Buyer and Seller, but also instructions 
to Escrow Holder for the consummation of the Agreement through the Escrow.  
Escrow Holder shall not prepare any further escrow instructions restating or 
amending this Agreement unless specifically so instructed by the Parties of a 
Broker herein.

     8.2  Escrow Holder is hereby authorized and instructed to conduct the 
Escrow in accordance with this Agreement, applicable law, custom and practice of
the community in which Escrow Holder is located, including any reporting 
requirements of the Internal Revenue Code.  In the event of a conflict between 
the law of the state where the Property is located and the law of the state 
where the Escrow Holder is located, the law of the state where the Property is 
located shall prevail.

     8.3  Subject to satisfaction of the contingencies herein described, Escrow
Holder shall close this escrow (the "Closing") by recording the grant deed and
other documents required to be recorded and by disbursing the funds and
documents in accordance with this Agreement.

     8.4  If this transaction is terminated for non-satisfaction and non-waiver 
of a Buyer's Contingency, as defined in paragraph 9.4, then neither of the 
Parties shall thereafter have any liability to the other under this Agreement, 
except to the extent of the breach of any affirmative covenant or warranty in 
this Agreement that may have been involved.  In the event of such termination, 
Buyer shall be promptly refunded all funds deposited by or on behalf of Buyer 
with a Broker, Escrow Holder or Seller, less only Title Company and Escrow 
Holder cancellation fees and costs, all of which shall be Buyer's obligation.

     8.5  The Closing shall occur on the Expected Closing Date, or as soon 
thereafter as the Escrow is in condition for Closing; provided, however, that if
the Closing does not occur by the Expected Closing Date and the Expected Closing
Date is not extended by mutual instructions of the Parties, a Party hereto not 
then in default under this Agreement may notify the other Party, Escrow Holder, 
and Broker(s), in writing that, unless the Closing occurs within five (5) 
business days following said notice, the Escrow and this Agreement shall be 
deemed terminated without further notice or instructions.

     8.6  Should the Closing not occur during said five (5) day period, this 
Agreement and Escrow shall be deemed terminated and Escrow Holder shall 
forthwith return all monies and documents, less only Escrow Holder's reasonable 
fees and expenses, to the Party who deposited them.  Such Party shall indemnify 
and hold Escrow Holder harmless in connection with such return.  However, no 
refunds or documents shall be returned to a party claimed by written notice to 
Escrow Holder to be in default under this Agreement.

     8.7  Except as otherwise provided herein, the termination of Escrow and 
this Agreement and/or the return of deposited funds or documents shall not 
relieve or release either Buyer or Seller from any obligation to pay Escrow 
Holder's fees and costs or constitute a waiver, release or discharge of any 
breach or default that has occurred in the performance of the obligations, 
agreements, covenants or warranties contained herein.

     8.8  If this Agreement terminates for any reason other than Seller's breach
or default, then at Seller's request, and as a condition to the return of 
Buyer's deposit, Buyer shall within five (5) days after written request deliver 
to Seller, at no charge, copies of all surveys, engineering studies, soil 
reports, maps, master plans, feasibility studies and other similar items 
prepared by or for Buyer that pertain to the Property. 

9.  CONTINGENCIES TO CLOSING.
     9.1  Notwithstanding anything to the contrary contained in Paragraphs
9.1(a) through 9.1(p), the Closing of this transaction is contingent upon the
satisfaction or waiver of the following contingencies: no later than thirty-
eight (38) days following open of escrow.

          (a)  Disclosure. Buyer's receipt and written approval, within ten (10)
days after delivery to Buyer, of a completed Property Information Sheet (the
"Property Information Sheet"), concerning the Property, duly executed by or on
behalf of Seller in the current form or equivalent to that published by the
American Industrial Real Estate Association (the "A.I.R."). Seller shall provide
Buyer with the Property Information Sheet within ten (10) days following the
Date of Agreement. See also paragraph 2.5 for possible additional disclosure and
contingency regarding a "Commercial Property Earthquake Weakness Disclosure
Report."

          (b)  Physical Inspection. Buyer's written approval, within ten (10)
days following the later of the Date of Agreement or receipt by Buyer of the
Property Information Sheet, of an inspection by Buyer, at Buyer's expense, of
the physical aspects of the Property.


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        (c)  Hazardous Substance Conditions Report.  Buyer's written approval, 
within thirty (30) days following the later of the Date of Agreement or receipt 
by Buyer of the Property Information Sheet, of a Hazardous Substance Conditions 
Report concerning the Property and relevant adjoining properties.  Such report 
will be obtained at Buyer's direction and expense.  A "Hazardous Substance" for 
purposes of this Agreement is defined as any substance whose nature and/or 
quantity of existence, use, manufacture, disposal or effect, render it subject 
to Federal, state or local regulation, investigation, remediation or removal as 
potentially injurious to public health or welfare. A "Hazardous Substance 
Condition "for purposes of this Agreement is defined as the existence on, under 
or relevantly adjacent to the Property of a Hazardous Substance that would 
require remediation and/or removal under applicable Federal, state or local law.

        (d)  Soil Inspection.  Buyer's written approval, within thirty (30) days
after the later of the Date of Agreement or receipt by Buyer of the Property 
Information Sheet, of a soil test report concerning the Property, Said report 
shall be obtained at Buyer's direction and, expense.  Seller shall promptly 
provide to Buyer copies of any existing soils reports that Seller may have.

        (e)  Governmental Approvals.  Buyer's receipt, within fifteen (15) days 
of the Date of Agreement, of all approvals and permits from governmental 
agencies or departments which have or may have jurisdiction over the Property 
which Buyer deems necessary or desirable in connection with its intended use of
the Property, including, but not limited to, permits and approvals required with
respect to zoning, planning, building and safety, fire, police, handicapped 
access, transportation and environmental matters.  Buyer's failure to deliver to
Escrow Holder and Seller written notice terminating this Agreement prior to the 
expiration of said fifteen (15) day period as a result of Buyer's failure to 
obtain such approvals and permits shall be conclusively deemed to be Buyer's 
waiver of this condition to Buyer's obligations under this Agreement.

        (f)  Condition of Title. Buyer's written approval of a current
preliminary title report concerning the Property (the "PTR") issued by the Title
Company, as well as all documents (the "Underlying Documents") referred to in
the PTR, and the issuance by the Title Company of the title policy described in
10.1.  Seller shall cause the PTR and all Underlying Documents to be delivered
to Buyer promptly after the Date of Agreement.  Buyer's approval is to be given
within ten (10) days after receipt of said PTR and legible copies of all
Underlying Documents.  The disapproval by Buyer of any monetary encumbrance,
which by the terms of this Agreement is not to remain against the Property after
the Closing, shall not be considered a failure of this condition, as Seller
shall have the obligation, at Seller's expense, to satisfy and remove such
disapproved monetary encumbrance at or before the Closing.

        (g)  Survey.  Buyer's written approval, within thirty (30) days after 
receipt of the PTR and Underlying Documents, of an ALTA title supplement based 
upon a survey prepared to American Land Title Association (the "ALTA") standards
for an owner's policy by a licensed surveyor, showing the legal description and 
boundary lines of the Property, any easements of record, and any improvements, 
poles, structures and things located within ten (10) feet either side of the 
Property boundary lines.  The survey shall be prepared at Buyer's direction and 
expense.  If Buyer has obtained a survey and approved the ALTA title supplement,
Buyer may elect within the period allowed for Buyer's approval of a survey to 
have an ALTA extended coverage owner's form of title policy, in which event 
Buyer shall pay any additional premium attributable thereto.

        (h)  Existing Leases and Tenancy Statements.  Buyer's written approval, 
within ten (10) days after receipt of legible copies of all leases, subleases or
rental arrangements (collectively the "Existing Leases") affecting the Property,
and a statement (the "Tenancy Statement") in the latest form or equivalent to 
that published by the A.I.R., executed by Seller and each tenant and subtenant 
of the Property.  Seller shall use its best efforts to provide Buyer with said 
Existing Leases and Tenancy Statements promptly after the Date of Agreement.

        (i)  Other Agreements.  Buyer's written approval, within ten (10) days 
after receipt, of a copy of any other agreements ("Other Agreements") known to
Seller that will affect the Property beyond the Closing. Seller shall cause said
copies to be delivered to Buyer promptly after the Date of Agreement.

        (j)  Financing.  If paragraph 5 hereof dealing with a financing 
contingency has not been stricken, the satisfaction or waiver of such New Loan 
contingency.

        (k)  Existing Notes.  If paragraph 3.1(c) has not been stricken.  
Buyer's written approval, within ten (10) days after receipt, of conformed and 
legible copies of the Existing Notes, Existing Deeds of Trust and related 
agreements (collectively the "Loan Documents") to which the Property will remain
subject after the Closing, including a beneficiary statement (the "Beneficiary 
Statement") executed by the holders of the Existing Notes confirming: (1) the 
amount of the unpaid principal balance, the current interest rate, and the date
to which interest is paid, and (2) the nature and amount of any impounds held by
the beneficiary in connection with said loan.  Seller shall use its best 
efforts to provide Buyer with said Loan Documents and Beneficiary Statement 
promptly after the Date of Agreement, Buyer's obligation to close is further 
conditioned upon Buyer's being able to purchase the Property without 
acceleration or change in the terms of any Existing Notes or charges to Buyer 
except as otherwise provided in this Agreement or approved by Buyer, provided, 
however, Buyer shall pay the transfer fee referred to in paragraph 3.2 hereof.

        (l)  Destruction, Damage or Loss.  There shall not have occurred prior 
to the  Closing, a destruction of, or damage or loss to, the Property or any 
portion thereof, from any cause whatsoever, which would cost more than 
$10,000.00 to repair or cure. If the cost of repair or cure is $10,000.00 or 
less, Seller shall repair or cure the loss prior to the Closing.  Buyer shall 
have the option, within ten (10) day after receipt of written notice of a loss 
costing more than $10,000.00 to repair or cure , to either terminate this 
transaction or to purchase the Property notwithstanding such loss, but without 
deduction or offset against the Purchase Price.  If the cost to repair or cure 
is more than $10,000.00, and Buyer does not elect to terminate this transaction,
Buyer shall be entitled to any insurance proceeds applicable to such loss.  
Unless otherwise notified in writing by either Party or Broker, Escrow Holder 
shall assume no destruction, damage or loss costing more than $10,000.00 to 
repair or cure has occurred prior to Closing. 

        (m)  Material Change.  No Material Change, as hereinafter defined, 
shall have occurred with respect to the Property that has not been approved in 
writing by Buyer.  For purposes of this Agreement, a "Material Change" shall be 
a change in the status of the use, occupancy, tenants, or condition of the 
Property as reasonably expected by the Buyer, that occurs after the date of this
offer and prior to the Closing.  Buyer shall have ten (10) days following 
receipt of written notice from any source of any such Material Change within 
which to approve or disapprove same.  Unless otherwise notified in writing by 
either Party or Broker, Escrow Holder shall assume that no Material Change has 
occurred prior to the Closing.

        (n)  Seller Performance.  The delivery of all documents and the due 
performance by Seller of each and every undertaking and agreement to be 
performed by Seller under this Agreement.

        (o)  Breach of Warranty.  That each representation and warranty of 
Seller herein be true and correct as of the Closing.  Escrow Holder shall assume
that this condition has been satisfied unless notified to the contrary in 
writing by Buyer or Broker(s) prior to the Closing.

        (p)  Broker's Fee.  Payment at the  closing of such Broker's Fee as is 
specified in this Agreement or later written instructions to Escrow Holder 
executed by Seller and Broker(s).  It is agreed by Buyer, Seller and Escrow 
Holder that Broker(s) is/are a third party beneficiary of this Agreement insofar
as the Broker's fee is concerned, and that no change shall be made in Buyer, 
Seller or Escrow Holder with respect to the time of payment, amount of payment, 
or the conditions to payment of the Broker's fee specified in this Agreement, 
without the written consent of Broker(s).

        (q)  Notwithstanding anything to the contrary contained herein, Buyer 
shall have thirty-eight (38) days to satisfy itself of all contingencies.

    9.2  All of the contingencies specified in sub-paragraphs (a) through (o) of
paragraph 9.1 are for the benefit of, and may be waived by, Buyer, and may be
elsewhere herein referred to as "Buyer Contingencies." 

    9.3  If Buyer shall fail, within the applicable time specified, to approve
or disapprove in writing to Escrow Holder, Seller and the other Party's Broker,
any item, matter or document subject to Buyer's approval under the terms of this
Agreement, it shall be conclusively presumed that Buyer has approved such item,
matter or document. Buyer's conditional approval shall constitute a disapproval,
unless provision is made by the Seller within the time specified therefor by the
Buyer in the conditional approval or by this Agreement, whichever is later, for
the satisfaction of the condition imposed by the Buyer.

    9.4  If any Buyer's Contingency is not satisfied or if Buyer disapproves any
matter subject to its approval within the time period applicable thereto
("Disapproved Item"), Seller shall have the right within ten (10) days
following the expiration of the time period applicable to such Buyer Contingency
or receipt of notice of Buyer's disapproval, as the case may be, to elect to
cure such Disapproved Item prior to the Expected Closing Date ("Seller's
Election"). Seller's failure to give to Buyer within said ten (10) day period,
written notice of Seller's commitment to cure such Disapproved Item on or before
the Expected Closing Date shall be conclusively presumed to be Seller's
Election not to cure such Disapproved Item. If Seller elects, either by written
notice or failure to give written notice, not to cure a Disapproved Item, Buyer
shall have the election, within ten (10) days after Seller's Election to either
accept title to the Property subject to that Disapproved Item, or to terminate
this transaction. Buyer's failure to elect termination by written notice to
Seller within said ten (10) day period shall constitute Buyer's election to
accept title to the Property subject to that Disapproved Item without deduction
or offset. Unless expressly provided otherwise herein, Seller's right to cure
shall not apply to Hazardous Substance Conditions referenced in paragraph 9.1(c)
or the Financing Contingency set forth in paragraph 5. Unless the parties
mutually instruct otherwise, if the time periods for the satisfaction of
contingencies or for Seller's and Buyer's said Elections would expire on a date
after the Expected Closing Date, the Expected Closing Date shall be deemed
extended to coincide with the expiration of three (3) business days following
the expiration of: (a) the applicable contingency period(s), (b) the period
within which the Seller may elect to cure the Disapproved Item, or (c) if Seller
elects not to cure, the period within which Buyer may elect to terminate this
transaction, whichever is later.

    9.5

    9.6  As defined in subparagraph 9.1(c), Buyer and Seller acknowledge that 
extensive local, state and Federal legislation establish broad liability upon
owners and/or users of real property for the investigation and remediation of a
Hazardous Substance Condition. The determination of the existence of a Hazardous
Substance Condition and the evaluation of the impact of such a condition are
highly technical and beyond the expertise of Broker(s). Buyer and Seller
acknowledge that they have been advised by Broker(s) to consult their own
technical and legal experts with respect to the possible Hazardous Substance
Condition aspects of this Property or adjoining properties, and Buyer and Seller
are not relying upon any investigation by or statement of Broker(s) with respect
thereto. Buyer and Seller hereby assume all responsibility for the impact of
such Hazardous Substance Conditions upon their respective interests herein.

10. DOCUMENTS REQUIRED AT CLOSING:

    10.1 Escrow Holder shall cause to be issued to Buyer a standard coverage (or
ATLA extended, if so elected under paragraph 9.1(f)) owner's form policy of
title insurance effective as the Closing, issued by the Title Company in the
full amount of the Purchase Price, insuring title of the Property vested in
Buyer, subject only to the exceptions approved by Buyer. In the event there is a
Purchase Money Deed of Trust in this transaction, the policy of title insurance
shall be a joint protection policy insuring both Buyer and Seller.
"IMPORTANT: IN A PURCHASE OR EXCHANGE OR REAL PROPERTY, IT MAY BE ADVISABLE TO 
OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY BE
PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE PROPERTY
BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN ORDER TO
ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING."

    10.2 Seller shall deliver or cause to be delivered to Escrow Holder in time 
for delivery to Buyer at the Closing, an original ink signed;
         (a)  Grant deed (or equivalent), duly executed and in recordable form 
conveying fee title to the Property to Buyer.
         (b)  If paragraph 3.1(c) has not been stricken, the Beneficiary 
Statements concerning Existing Note(s).


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           (c)  If applicable, the Existing Leases and Other Agreements 
together with duly executed assignments thereof by Seller and Buyer. The 
assignment of Existing Leases shall be on the most recent Assignment and 
Assumption of Lessor's Interest in Lease form published by the A.I.R. or its 
equivalent.
  
           (d)  If applicable, the Tenancy Statements executed by Seller and the
Tenant(s) of the Property.

           (e)  An affidavit executed by Seller to the effect that Seller is not
a "foreign person" within the meaning of Internal Revenue Code Section 1445 or 
successor statutes. If seller does not provide such affidavit in form reasonably
satisfactory to Buyer at least three (3) business days prior to the Closing, 
Escrow Holder shall at the Closing deduct from Seller's proceeds and remit to 
Internal Revenue Service such sum as is required by applicable Federal law with 
respect to purchases from foreign sellers.

     10.3. Buyer shall deliver or cause to be delivered to Seller through 
escrow:

           (a)  The cash portion of the Purchase Price and such additional sums 
as are required of Buyer under this Agreement for prorations, expenses and 
adjustments. The balance of the cash portion of the Purchase Price, including 
Buyer's escrow charges and other cash charges, if any, shall be deposited by 
Buyer with Escrow Holder, by cashier's check drown upon a local major banking 
institution, federal funds wire transfer, or any other method acceptable to 
Escrow Holder as immediately collectable funds, no later than 11:00 o'clock A.M.
on the business day prior to the Expected Closing Date.

           (b)  If a Purchase Money Note and Purchase Money Deed of Trust are 
called for by this Agreement, the duly executed originals of those documents, 
the Purchase Money Deed of Trust being in recordable form, together with 
evidence of fire insurance on the improvements in the amount of the full 
replacement cost naming Seller as a mortgage loss payee, and a real estate tax 
service contract (at Buyer's expense), assuring Seller of notice of the status 
of payment of real property taxes during the life of the Purchase Money Note.

           (c)  The assumption portion of the Assignment and Assumption of 
Lessor's Interest in Lease form specified in paragraph 10.2(c), above, duly 
executed by Buyer with respect to the obligations of the Lessor accruing after 
the Closing as to each Existing Lease.

           (d)  Assumptions duly executed by Buyer of the obligations of Seller 
that accrue after Closing under any Other Agreements.

           (e)  If applicable, a written assumption duly executed by Buyer of 
the loan documents with respect to Existing Notes.

11. PRORATIONS, EXPENSES AND ADJUSTMENTS.
    11.1   Taxes. Real property taxes payable by the owner of the Property shall
be prorated through Escrow as of the date of the Closing, based upon the latest 
tax bill available. The Parties agree to prorate as of the Closing any taxes 
assessed against the Property by supplemental bill levied by reason of events 
occurring prior to the Closing. Payment shall be made promptly in cash upon 
receipt of a copy of any such supplemental bill of the amount necessary to 
accomplish such proration.  Seller shall pay and discharge in full at or before 
the Closing the unpaid balance of any special assessment bonds.
    11.2   Insurance. If Buyer elects to take an assignment of the existing
casualty and/or liability insurance that is maintained by Seller, the current
premium therefor shall be prorated through Escrow as of the date of Closing.
    11.3   Rental, Interest and Expenses. Collected rentals, interest on 
Existing Notes, utilities, and operating expenses shall be prorated as of the 
date of Closing. The Parties agree to promptly adjust between themselves outside
of Escrow any rents received after the Closing.
    11.4   Security Deposit.  Security Deposits held by Seller shall be given to
Buyer by a credit to the cash required of Buyer at the Closing.
    11.5   Post Closing Matters. Any item to be prorated that is not determined 
or determinable at the Closing shall be promptly adjusted by the Parties by 
appropriate cash payment outside of the Escrow when the amount due is 
determined. 
    11.6   Variations In Existing Note Balances. In the event that Buyer is 
taking title to the Property subject to an Existing Deed of Trust(s), and in the
event that a Beneficiary Statement as to the applicable Existing Note(s) 
discloses that the unpaid principal balance of such Existing Note(s) at the 
Closing will be more or less than the amount set forth in paragraph 3.1(c) 
hereof (the "Existing Note Variation"), then the Purchase Money Note(s) shall be
reduced or increased by an amount equal to such Existing Note Variation. If
there is to be no Purchase Money Note, the cash required at the Closing per
Paragraph 3.1(a) shall be reduced or increased by the amount of such Existing
Note Variation.
    11.7   Variations In New Loan Balance. In the event Buyer is obtaining a New
Loan and in the event that the amount of the New Loan actually obtained is 
greater than the amount set forth in Paragraph 5.1 hereof, the Purchase Money 
Note, if one is called for in this transaction, shall be reduced by the excess 
of the actual face amount of the New Loan over such amount as designated in 
Paragraph 5.1 hereof.
    11.8   Escrow Costs and Fees. Buyer and Seller shall each pay one-half of
the Escrow Holder's charges and Seller shall pay the usual recording fees and
any required documentary transfer taxes. Seller shall pay the premium for a
standard coverage owner's or joint protection policy of title insurance.

12. REPRESENTATION AND WARRANTIES OF SELLER AND DISCLAIMER.   

    12.1   Seller's warranties and representations shall survive the Closing and
delivery of the deed, and, unless otherwise noted herein, are true, material 
and relied upon by Buyer and Broker(s) in all respects, both as of the Date of 
Agreement, and as of the date of Closing. Seller hereby makes the following
warranties and representations to Buyer and Broker(s):
           (a)  Authority of Seller. Seller is the owner of the Property and/or 
has the full right, power and authority to sell, convey and transfer the 
Property to Buyer as provided herein, and to perform Seller's obligations 
hereunder.
           (b)  Maintenance During Escrow and Equipment Condition At Closing. 
Except as otherwise provided in paragraph 9.1(l) hereof dealing with 
destruction, damage or loss, Seller shall maintain the Property until the 
Closing in its present condition, ordinary wear and tear excepted. The heating, 
ventilating, air conditioning, plumbing, elevators, loading doors and electrical
systems shall be in good operating order and condition at the time of Closing. 
           (c)  Hazardous Substances/Storage Tanks. Seller has no knowledge, 
except as otherwise disclosed to Buyer in writing, of the existence or prior 
existence on the Property of any Hazardous Substance (as defined in paragraph 
9.1(c)), nor of the existence or prior existence of any above or below ground 
storage tank or tanks.
           (d)  Compliance. Seller has no knowledge of any aspect or condition 
of the Property which violates applicable laws, rules, regulations, codes, or 
covenants, conditions or restrictions, or of improvements or alterations made to
the Property without a permit where one was required, or of any unfulled order
or directive of any applicable governmental agency or casualty insurance company
that any work of investigation, remediation, repair, maintenance or improvement
is to be performed on the Property.
           (e)  Changes in Agreements. Prior to the Closing, Seller will not 
violate or modify, orally or in writing, any Existing Lease or Other Agreement, 
or create any new leases or other agreements affecting the Property, without 
Buyer's written approval, which approval will not be unreasonably withheld.
           (f)  Possessory Rights. Seller has no knowledge that anyone will, at 
the Closing, have any right to possession of the Property, except as disclosed 
by this Agreement or otherwise in writing to Buyer.
           (g)  Mechanics' Liens. There are no unsatisfied mechanic's or 
materialman's lien rights concerning the Property.
           (h)  Actions, Suits or Proceedings. Seller has no knowledge of any 
actions, suits or proceedings pending or threatened before any commission,
board, bureau, agency, instrumentality, arbitrator(s) court or tribunal that
would affect the Property or the right to occupy or utilize same.
           (i)  Notice of Changes. Seller will promptly notify Buyer and 
Broker(s) in writing of any Material Change (as defined in paragraph 9.1(m)) 
affecting the Property that becomes known to Seller prior to the Closing.
           (j)  No Tenant Bankruptcy Proceedings. Seller has no notice or 
knowledge that any tenant of the Property is the subject of a bankruptcy or 
insolvency proceeding.
           (k)  No Seller Bankruptcy Proceedings. Seller is not the subject of a
bankruptcy, insolvency or probate proceeding.

    12.2   Buyer hereby acknowledges that, except as otherwise stated in this 
Agreement, Buyer is purchasing the Property in its existing condition and will, 
by the time called for herein, make or have waived all inspections of the 
Property Buyer believes are necessary to protect its own interest in, and its 
contemplated use of, the Property. The Parties acknowledge that, except as 
otherwise stated in this Agreement, no representations, inducements, promises, 
agreements, assurances, oral or written, concerning the Property, or any aspect 
of the Occupational Safety and Health Act, hazardous substance laws, or any 
other act, ordinance or law, have been made by either Party or Broker, or relied
upon by either Party hereto.

13. POSSESSION. 
    13.1   Possession of the Property shall be given to Buyer at the Closing 
subject to the rights of tenants under Existing Leases.

14. BUYER'S ENTRY. 
    14.1   At any time during the Escrow period, Buyer, and its agents and
representatives, shall have the right at reasonable times and subject to rights
of tenants under Existing Leases, to enter upon the Property for the purpose of
making inspections and tests specified in this Agreement. Following any such
entry or work, unless otherwise directed in writing by Seller, Buyer shall
return the Property to the condition it was in prior to such entry or work,
including the recompaction or removal of any disrupted soil or material as
Seller may reasonably direct. All such inspections and tests and any other work
conducted or materials furnished with respect to the Property by or for Buyer
shall be paid for by Buyer as and when due and Buyer shall indemnify, defend,
protect and hold harmless Seller and the Property of and from any and all
claims, liabilities, demands, losses, costs, expenses (including reasonable
attorney's fees), damages or recoveries, including those for injury to person or
property, arising out of or relating to such work or materials or the acts or
omissions of Buyer, its agents or employees in connection therewith.

15. FURTHER DOCUMENTS AND ASSURANCES.
    15.1   Buyer and Seller shall each, diligently and in good faith, undertake 
all actions and procedures reasonably required to place the Escrow in condition 
for Closing as and when required by this Agreement. Buyer and Seller agree to 
provide all further information, and to execute and deliver all further 
documents and instruments, reasonably required by Escrow Holder or the Title 
Company.

16. ATTORNEYS' FEES.
    16.1   In the event of any litigation or arbitration between the Buyer, 
Seller, and Broker(s), or any of them, concerning this transaction, the 
prevailing party shall be entitled to reasonable attorney's fees and costs. The 
attorneys' fee award shall not be computed in accordance with any court fee 
schedule, but shall be such as to fully reimburse all attorneys' fees reasonably
incurred in good faith.

17. PRIOR AGREEMENTS/AMENDMENTS.
    17.1   The contract in effect as of the Date of Agreement supersedes any and
all prior agreements between Seller and Buyer regarding the Property.
    17.2   Amendments to this Agreement are effective only if made in writing 
and executed by Buyer and Seller.

  DH                                                                     GP     
________                                                               ________ 
________                                                               ________ 
Initials                                                               Initials 

                                    PAGE 4
<PAGE>
 
18.  BROKER'S RIGHTS.
     18.1 If this sale shall not be consummated due to the default of either the
Buyer or Seller, the defaulting party shall be liable to and shall pay to
Broker(s) the commission that Broker(s) would have received had the sale been
consummated. This obligation of Buyer, if Buyer is the defaulting party, is in
addition to any obligation with respect to liquidated damages.
     
     18.2  Upon the Closing, Broker(s) is/are authorized to publicize the facts 
of this transaction.

19.  NOTICES.
     19.1  Whenever any Party hereto, Escrow Holder or Broker(s) herein shall 
desire to give or serve any notice, demand, request, approval or other 
communication, each such communication shall be in writing and shall be 
delivered personally, by messenger or by mail, postage prepaid, addressed as set
forth adjacent to that party's or Broker's signature on this Agreement or by 
telecopy with receipt confirmed by telephone.  Service of any such communication
shall be deemed made on the date of actual receipt at such address.

     19.2  Any Party or Broker hereto may from time to time, by notice in 
writing served upon the other Party as aforesaid, designate a different address 
to which, or a different person or additional persons to whom, all 
communications are thereafter to be made.

20. DURATION OF OFFER.
    20.1  If this offer shall not be accepted by Seller on or before 5:00 P.M. 
according to the time standard applicable to the city of Los Angeles on the date
                                                         -----------
of October 16, 1997, it shall be deemed automatically revoked.
   ----------------
    20.2 The acceptance of this offer, or of any subsequent counter-offer
hereto, that creates an agreement between the Parties as described in paragraph
1.2, shall be deemed made upon delivery to the other Party or either Broker
herein of a duly executed writing unconditionally accepting the last outstanding
offer or counter-offer.
21. LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only if
initialled by both parties.)
    21.1 THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT
TO FIX, PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE
SUFFERED BY SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT. THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES
PROVIDED FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE
ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF $50,000 PLUS INTEREST, IF ANY,
ACCRUED THEREON. UPON PAYMENT OF SAID SUM TO SELLER, BUYER SHALL BE RELEASED
FROM ANY FURTHER LIABILITY TO SELLER, AND ANY ESCROW CANCELLATION FEES AND TITLE
COMPANY CHARGES SHALL BE PAID BY SELLER.


                       DH                               GP
                 ------------------              -----------------
                  BUYER INITIALS                  SELLER INITIALS

    22.   ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is
                                   applicable only if initialled by both parties
                                   and is subject to paragraph 23, below.)
          22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE
LIQUIDATED DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY,
SHALL BE DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES
(the "COMMERCIAL RULES") OF, THE AMERICAN ARBITRATION ASSOCIATION. HEARINGS ON
SUCH ARBITRATION SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY
SUCH CONTROVERSY SHALL BE ARBITRATED BY THREE (3) ARBITRATORS WHO SHALL BE
IMPARTIAL REAL ESTATE BROKERS WITH AT LEAST FIVE (5) FULL TIME YEARS OF
EXPERIENCE IN THE AREA WHERE THE PROPERTY IS LOCATED, IN THE TYPE OF REAL ESTATE
THAT IS THE SUBJECT OF THIS AGREEMENT AND SHALL BE APPOINTED UNDER THE
COMMERCIAL RULES. THE ARBITRATORS SHALL HEAR AND DETERMINE SAID CONTROVERSY IN
ACCORDANCE WITH APPLICABLE LAW AND THE INTENTION OF THE PARTIES AS EXPRESSED IN
THIS AGREEMENT, AS THE SAME MAY HAVE BEEN DULY MODIFIED IN WRITING BY THE
PARTIES PRIOR TO THE ARBITRATION, UPON THE EVIDENCE PRODUCED AT AN ARBITRATION
HEARING SCHEDULED AT THE REQUEST OF EITHER PARTY. SUCH PREARBITRATION DISCOVERY
SHALL BE PERMITTED AS IS AUTHORIZED UNDER THE COMMERICAL RULES OR STATE LAW
APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE EXECUTED BY AT LEAST
TWO (2) OF THE THREE (3) ARBITRATORS, BE RENDERED WITHIN THIRTY (30) DAYS AFTER
THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE
PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD
IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY
DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.
         22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS
SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES
AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD
TO THE SELLER OR LIQUIDATION DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A
BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.
         22.3 NOTICE: BY INITIALLING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE
ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES"
PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU
ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
COURT OR JURY TRIAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO
THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE
CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION
IS VOLUNTARY.
        WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES 
ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION 
TO NEUTRAL ARBITRATION.

                        DH                              GP
                 ------------------              -----------------
                  BUYER INITIALS                  SELLER INITIALS

23.   APPLICABLE LAW
      23.1   This Agreement shall be governed by, and paragraph 22.3 amended to 
refer to, the laws of the sate in which the Property is located.

24.   TIME OF ESSENCE.
      24.1   Time is of the essence of this Agreement.

25.   COUNTERPARTS.
      25.1   This Agreement may be executed by Buyer and Seller in counterparts,
each of which shall be deemed an original, and all of which together shall 
constitute one and the same instrument.  Escrow Holder, after verifying that the
counterparts are identical except for the signatures, is authorized and 
instructed to combine the signed signature pages on one of the counterparts, 
which shall then constitute the Agreement.

26.   DISCLOSURES REGARDING THE NATURE OF A REAL ESTATE AGENCY RELATIONSHIP.
      26.1  The Parties and Broker(s) agree that their relationship(s) shall be 
governed by the principles set forth in California Civil Code, Section 2375, as 
summarized in the following paragraph 26.2.
      26.2  When entering into a discussion with a real estate agent regarding a
real estate transaction, a Buyer or Seller should from the outset understand 
what type of agency relationship or representation it has with the agent or 
agents in the transaction.  Buyer and Seller acknowledge being advised by the 
Broker(s) in this transaction, as follows:
            (a) Seller's Agent. A Seller's agent under a listing agreement with
the Seller acts as the agent for the Seller only. A Seller's agent or subagent
has the following affirmative obligations: (1) To the Seller: A fiduciary duty
of utmost care, integrity, honesty, and loyalty in dealings with the Seller, (2)
To the Buyer and the Seller: a. Diligent exercise of reasonable skill and care
in performance of the agent's duties. b. A duty of honest and fair dealing and
good faith. c. A duty to disclose all facts known to the agent materially
affecting the value or desirability of the property that are not known to, or
within the diligent attention and observation of, the Parties. An agent is not
obligated to reveal to either Party any confidential information obtained from
the other Party which does not involve the affirmative duties set forth above.
            (b) Buyer's Agent. A selling agent can, with a Buyer's consent,
agree to act as agent for the Buyer only. In these situations, the agent is not
the Seller's agent, even if by agreement the agent may receive compensation for
services rendered, either in full or in part from the Seller. An agent acting
only for a Buyer has the following affirmative obligations. (1) To the Buyer: A
fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with
the Buyer, (2) To the Buyer and the Seller: a Diligent exercise of reasonable
skill and care in performance of the agent's duties. b. A duty of honest and
fair dealing and good faith c. A duty to disclose all facts known to the agent
materially affecting the value or desirability of the property that are not
known to, or within the diligent attention and observation of, the Parties. An
agent is not obligated to reveal to either Party any confidential information
obtained from the other Party which does not involve the affirmative duties set
forth above.

             DH                                                GP
        ------------                                      ------------
                                                          
        ------------                                      ------------
          INITIALS                                          INITIALS    

<PAGE>
 
          (c)  Agent Representing Both Seller and Buyer. A real estate agent,
either acting directly or through one or more associate licenses, can legally be
the agent of both the Seller and the Buyer in a transaction, but only with the
knowledge and consent of both the Seller and the Buyer. (1) In a dual agency
situation, the agent has the following affirmative obligations to both the
Seller and the Buyer: a. A fiduciary duty of utmost care, integrity, honesty and
loyalty in the dealings with either Seller or the Buyer. b. Other duties to the
Seller and the Buyer as stated above in their respective sections (a) or (b) of
this paragraph 26.2. (2) In representing both Seller and Buyer, the agent may
not without the express permission of the respective Party, disclose to the
other Party that the Seller will accept a price less than the listing price or
that the Buyer will pay a price greater than the price offered. (3) The above
duties of the agent in a real estate transaction do not relieve a Seller or
Buyer from the responsibility to protect their own interests. Buyer and Seller
should carefully read all agreements to assure that they adequately express
their understanding of the transaction. A real estate agent is a person
qualified to advise about real estate. If legal or tax advise is desired,
consult a competent professional.

          (d)  Further Disclosures. Throughout this transaction Buyer and Seller
may receive more than one disclosure, depending upon the number of agents
assisting in the transaction. Buyer and Seller should each read its contents
each time it is presented considering the relationship between them and the real
estate agent in this transaction and that disclosure.

     26.3  Confidential Information: Buyer and Seller agree to identify to
Broker(s) as "Confidential" any communication or information given Broker(s)
that is considered by such Party to be confidential.

27.  ADDITIONAL PROVISIONS:
     Additional provisions of this offer, if any, are as follows or are attached
hereto by an addendum consisting of paragraphs 29 through 32. (It will be
                                               --         --
presumed no other provisions are included unless specified here.)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
BUYER AND SELLER HEREBY ACKNOWLEDGE THAT THEY HAVE BEEN AND ARE NOW ADVISED BY 
THE BROKER(S) TO CONSULT AND RETAIN THEIR OWN EXPERTS TO ADVISE AND REPRESENT 
THEM CONCERNING THE LEGAL AND INCOME TAX EFFECTS OF THIS AGREEMENT, AS WELL AS 
THE CONDITION AND/OR LEGALITY OF THE PROPERTY. THE IMPROVEMENTS AND EQUIPMENT 
THEREIN, THE SOIL THEREOF, THE CONDITION OF TITLE THERETO, THE SURVEY THEREOF,
THE ENVIRONMENT ASPECTS THEREOF, THE INTENDED AND/OR PERMITTED USAGE THEREOF,
THE EXISTENCE AND NATURE OF TENANCIES THEREIN, THE OUTSTANDING OTHER AGREEMENTS,
IF ANY, WITH RESPECT THERETO, AND THE EXISTING OR CONTEMPLATED FINANCING
THEREOF, AND THAT THE BROKER(S) IS/ARE NOT TO BE RESPONSIBLE FOR PURSUING THE
INVESTIGATION OF ANY SUCH MATTERS UNLESS EXPRESSLY OTHERWISE AGREED TO IN
WRITING BY BROKER(S) AND BUYER OR SELLER.

                    THIS FORM IS NOT FOR USE IN CONNECTION
                    WITH THE SALE OF RESIDENTIAL PROPERTY.

IF THIS AGREEMENT HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO 
YOUR ATTORNEY FOR HIS APPROVAL.  NO REPRESENTATION OR RECOMMENDATION IS MADE BY 
THE REAL ESTATE BROKER(S) OR THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL 
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE 
TRANSACTION INVOLVED HEREIN.  THE UNDERSIGNED BUYER OFFERS AND AGREES TO BUY THE
PROPERTY ON THE TERMS AND CONDITIONS STATED AND ACKNOWLEDGES RECEIPT OF A COPY 
HEREOF.

<TABLE>           
<CAPTION>         
                  

BROKER:                                              BUYER: 
<S>                                                  <C>    

The Seeley Company                                   Hager Investments, Inc., or Nominee                    
----------------------------------------             -------------------------------------------            
By                        /Date                      By /s/ David Hager        /Date 10/7/97
   -----------------------     ---------                -----------------------     ------------            
Name Printed:  Brad Koehler                          Name Printed:  David Hager                             
              --------------------------                           -----------------------------            
Title: Sr. Marketing Executive                       Title: President                                       
       ---------------------------------                    ------------------------------------            
16830 Ventura Blvd., Suite S                         16027 Ventura Blvd., #601                              
----------------------------------------             -------------------------------------------            
Address                                              Address                                                
                                                                                                            
Encino, CA 91436                                     Encino, CA 91436                                       
----------------------------------------             -------------------------------------------            
(818) 905-5800         (818) 905-6130                (818) 905-5071             (818) 990-0875              
------------------  --------------------             --------------------     ------------------            
Telephone           Facsimile No.                    Telephone                Facsimile No.                 
</TABLE> 

28.  ACCEPTANCE.  
     28.1  Seller accepts the foregoing offer to purchase the Property and
hereby agrees to sell the Property to Buyer on the terms and conditions therein
specified.

     28.2  Seller acknowledges that Broker(s) has/have been retained to locate a
Buyer and is/are the procuring cause of the purchase and sale of the Property
set forth in this Agreement. In consideration of real estate brokerage service
rendered by Broker(s), Seller agrees to pay Broker(s) a real estate brokerage
fee described per separate agreement (the "Broker(s) Fee") divided equally in
such shares as said Broker(s) shall direct in writing. As is provided in
paragraph 9.1(p), this Agreement shall serve as an irrevocable instruction to
Escrow Holder to pay such brokerage fee to Broker(s) out of the proceeds
accruing to the account of Seller at the Closing. 

     28.3  Seller acknowledges receipt of a copy hereof and authorizes the 
Broker(s) to deliver a signed copy to Buyer.

NOTE:  A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY 
SELLER UNDER THIS AGREEMENT.

<TABLE>     
<CAPTION>   
            

BROKER:                                              BUYER:    
<S>                                                  <C>       

                                                     K-Swiss Inc.         
----------------------------------------             ---------------------------------------------           
By                        /Date                      By /s/ George Powlick V.P. /Date  10/7/97               
   -----------------------     ---------                -----------------------      --------------           
Name Printed:                                        Name Printed:  George Powlick
              --------------------------                           --------------------------------           
Title:                                               Title: Vice President, Chief Financial Officer
       ---------------------------------                    ---------------------------------------           
                                                     20664 Bahama Street                                   
----------------------------------------             ----------------------------------------------
Address                                              Address                                               
                                                                                                           
                                                     Chatsworth, CA 91311                                  
----------------------------------------             --------------------------------------------           
                                                     (818) 998-3388             (818) 998-6240             
------------------  --------------------             --------------------     -------------------           
Telephone           Facsimile No.                    Telephone                Facsimile No.                
</TABLE> 

                                PAGE 6

THESE FORMS ARE OFTEN MODIFIED TO MEET CHANGING REQUIREMENTS OF LAW AND NEEDS OF
THE INDUSTRY.  ALWAYS WRITE OR CALL TO MAKE SURE YOU ARE UTILIZING THE MOST 
CURRENT FORM:  AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 700 SOUTH FLOWER 
STREET, SUITE 600 LOS ANGELES, CA 90017.  (213) 687-8777.

(c)Copyright 1989-By American Industrial Real Estate Association.  All rights 
    reserved. No part of these works may be reproduced in any town without 
                            permission in writing.

<PAGE>  
 
ADDENDUM TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF 
REAL ESTATE BY AND BETWEEN HAGER INVESTMENTS, INC., OR NOMINEE, AS BUYER, AND 
K-SWISS INC., AS SELLER FOR THE PROPERTY COMMONLY KNOWN AS 12300 MONTAGUE 
STREET, PACOIMA, CALIFORNIA, DATED SEPTEMBER 29, 1997.

29. CONTINGENCIES. Paragraph 9.1(c & d) - All hazardous substance 
                   --------------------
reports and soil inspections reports shall be at the sole cost and expense of 
Buyer. Seller will provide to Buyer, without warranty, any existing 
environmental reports in Seller's possession. No invasive environmental 
testing (including, without limitation, soil boring) shall be permitted 
without prior consent of Seller, which consent Seller may give or withhold at 
it's sole discretion. Paragraph 9.1(g) - Seller has prepared and will supply to 
                      ----------------
Buyer an ALTA survey. Cost of the ALTA Title Insurance and any endorsements to
the title policy shall be borne by Buyer.

30. TRADEMARK FILING. Notwithstanding sale of the Premises to Buyer, Seller 
shall be permitted to use the address of the Premises as a business/mailing 
address for purposes of trademark filings. If Buyer shall ever receive any mail 
or other deliveries at the Premises but addressed to Seller, Buyer will promptly
forward the same to Seller or will notify Seller promptly in writing of receipt 
of the items and will hold the items for prompt pick-up by Seller. Seller will 
promptly reimburse Buyer for all reasonable costs incurred in forwarding to 
Seller any mail or other items delivered to Buyer and addressed to Seller.

31. SURVIVAL OF REPRESENTATION AND WARRANTIES. Seller's representations and
warranties set forth in Section 12.1 of the Standard Offer, Agreement and Escrow
Instructions for Purchase of Real Estate shall survive for a period of one (1)
year from the Closing Date.

32. BUYER'S ENTRY. Before any entry on the Property by Buyer and/or its agents 
and representatives, Buyer shall provide Seller with not less than two (2) days'
prior verbal notice of Buyer's intention to enter the Property.

BUYER                              SELLER

/s/ David Hager                    /s/ George Powlick
----------------                   ------------------
                                   V. P.
----------------                   ------------------

10/7/97                            10-7-97
----------------                   ------------------
Date                               Date