<PAGE>

[LETTERHEAD]

                     REAL ESTATE PURCHASE AND SALE AGREEMENT
                         (WITH EARNEST MONEY PROVISION)

THIS CONTRACT CONTROLS THE TERMS OF THE SALE OF THE PROPERTY. READ CAREFULLY 
BEFORE SIGNING.

                                    Bellevue, Washington, September 22, 1995

Ford Kiene and/or Assings (herein called "Purchaser" hereby agrees to 
purchase, and the undersigned Seller hereby agrees to sell the following real 
estate located in the City of Auburn, County of King, State of Washington, 
commonly known as 2702 West Valley Hwy. North, and legally described as: See 
attached Exhibit A.

Purchaser and Seller hereby authorize Agent to insert over their signatures 
the correct legal description or to correct legal description entered if it is 
erroneous or incomplete, if Agent is instructed by both parties to insert
or correct the legal description.

TERMS OF SALE:

1.  The total purchase price is Two Million two hundred and twenty-five 
    thousand dollars ($2,225,000) payable as follows: $50,000 as an 
    Earnest Money Deposit, (therein called "Deposit"), which sum is evidenced 
    by a check to be deposited within five (5) business days following mutual
    execution of this agreement and which Deposit, together with this 
    Agreement, shall be held by First American Escrow-Seattle (herein 
    called "Escrow") and disposed of by Escrow as provided herein. The balance
    of the purchase price shall be payable all cash at closing.

    Purchaser shall have forty-five (45) days from the full execution of this
    agreement to determine if, in the sole discretion of the purchaser, the
    property is suitable for the purchaser's planned investment. If the
    purchaser notifies the seller of his intent to close in writing, the 
    earnest money shall become non-refundable but applicable to purchase 
    price and closing shall occur December 1, 1995.

    If purchaser determines that the property, in its sole discretion, is not
    feasible for his investment, he shall notify seller in writing immediately
    and neither party shall have any further obligation to the other.

2.  Seller shall pay for and furnish an American Land Title Association
    Extended form Owner's Policy of Title Insurance from First American Title
    Insurance-Seattle, such policy to be effective on date of Closing.
    Purchaser shall pay the incremental cost between said extended policy and
    a standard policy. As soon as reasonably possible following the opening of
    escrow, Purchaser shall be furnished with a preliminary commitment (herein
    called "Commitment") on the subject property, together with full copies of 
    any exceptions set forth therein. Agent is expressly authorized to act in
    behalf of Seller in ordering preliminary title insurance policy, and
    Seller shall be responsible for any costs associated with same. Purchaser 
    shall have ten (10) days after receipt of the Commitment within which to
    notify Seller and Escrow (as hereinafter defined) in writing of Purchaser's
    disapproval of any exceptions shown in the Commitment, provided, however,
    that rights reserved in Federal patents or State deeds, building or use
    restrictions general to the district, existing easements not inconsistent 
    with Purchaser's intended use, and building or zoning regulations shall not
    be deemed exceptions which Purchaser may disapprove. In the event of
    disapproval of any exceptions as set forth in the Commitment, Seller shall
    have until closing to attempt to eliminate any disapproved Exception(s) 
    from the Policy of Title Insurance to be issued in favor of



                         FWK                          TDB
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                 Initials - Purchaser         Initials - Seller

<PAGE>

    Purchaser and, if not eliminated by that date, the escrow and this 
    Agreement shall be terminated unless Purchaser then elects to waive
    its prior disapproval. Failure of Purchaser to disapprove any exception(s)
    within the aforementioned time limit shall be deemed an approval of the
    Commitment.

3.  Title shall be conveyed by Statutory Warranty Deed free of encumbrance or
    defects except those noted in Paragraph 2.

4.  Taxes for the current year, rents, insurance, mortgage reserves, water 
    and other utilities constituting liens shall be prorated as of date of
    Closing. Local Improvement District assessments, if any, shall be paid
    by Seller. Washington Real Estate Excise Tax shall be paid for by Seller.

5.  This sale is subject to the execution of a lease by and between Purchaser 
    and Seller on or before date of Closing pursuant to which Seller leases 
    the Property from Purchaser under terms and conditions mutually agreed
    upon by the parties as evidenced by the Letter of Intent attached hereto
    as Exhibit B. Seller shall be entitled to possession on date of Closing 
    per terms and conditions of such lease. Purchaser agrees that Case 
    Corporation be allowed on the Property to undertake any continuing
    remedial obligations.

6.  Purchaser offers to purchase the property in its present condition as of
    the date of this offer on the terms noted. Except as provided by Addendum
    to this Agreement, Purchaser has investigated the Property, its value, 
    its condition - including, but not limited to the presence of asbestos,
    hazardous materials and underground storage tanks - and its suitability 
    for Purchaser's intended use thereof. Seller hereby warrants that to the
    best of its knowledge the premises described herein and the improvements
    thereon do not violate the applicable building or zoning regulations and 
    that it is unaware of any material defect in the premises or improvements
    thereon with the exception of the following, to wit: (If none - so
    indicate).

    See addendum for specific terms and conditions.

7.  Seller's edit to Purchaser's offer is made subject to the acceptance of
    Purchaser on or before twelve o'clock midnight on October 26, 1995. In
    consideration of Agent submitting this offer, Purchaser agrees to keep 
    this offer in force until the above date, or until earlier rejection thereof
    by Seller. Purchaser agrees that written notice of acceptance given to 
    Agent by Seller shall be notice to Purchaser. If Seller does not accept 
    this Agreement within the time specified, the Deposit shall be returned to 
    Purchaser on demand.

8.  The sale shall be closed in the office of First American Escrow - Seattle
    (herein called "Escrow") on December 1, 1995 or, in any event, not later 
    than December 31, 1995, which shall be the termination date. Purchaser and
    Seller shall place with closing agent all instruments, documents and 
    monies necessary to complete the sale in accordance with this Agreement. 
    Escrow fee shall be paid one-half each by Seller and Purchaser.

9.  For purposes of this Agreement, "date of Closing" shall be construed as
    the date upon which all appropriate documents are recorded and proceeds of
    this sale are available for disbursement to Seller.  Funds held in reserve
    accounts pursuant to escrow instructions shall be deemed, for purposes of
    this definition, as available for disbursement to Seller.

10. If prior to date of Closing improvements on the premises shall be 
    destroyed or materially damaged by fire or other casualty, this Agreement,
    at the option of Purchaser, shall become null and void.

11. This Agreement supersedes any and all agreements between the parties 
    hereto regarding the subject property which are prior in time to this 
    Agreement. Neither Purchaser, Seller nor Agent shall be bound by any
    understanding, agreement, promise, representation or stipulation, express
    or implied, not specified herein.

                         FWK                         TDB
                -----------------------     ---------------------
                 Initials - Purchaser         Initials - Seller

<PAGE>

12. Purchaser may assign this Agreement and its rights hereunder to any
    entity in which he owns a controlling interest and which agrees to 
    assume all of Purchaser's obligations and duties under this Agreement.

13. Any addendum attached hereto and either signed or initialed by the 
    parties shall be deemed a part hereof.

14. In the event any contingency to this Agreement has not been eliminated, or
    waived in writing within the time limits and pursuant to the provisions 
    herein, this Agreement shall be deemed null and void, the Deposit shall
    be returned to Purchaser, and the escrow shall be canceled.

15. If Purchaser, Seller or Agent, all and each as party(s) to this agreement,
    brings suit to enforce or declare the meaning of any provision of this 
    Agreement, the prevailing party, in addition to any other relief, shall
    be entitled to recover reasonable attorneys' fees and costs, also 
    including any on appeal.

16. If either party defaults hereunder, the other party may seek specific 
    performance of this Agreement, damages, or recission. If Seller 
    defaults, Purchaser shall be entitled to return of the Deposit on demand.
    If Purchaser defaults, Seller shall have the right to receive the Deposit
    from Escrow and retain it as liquidated damages.

17. Purchaser and Seller warrant to Agent and to each other that they have
    dealt with no real estate broker in connection with this sale other than 
    Regency Group, Inc. and that no other broker is entitled to any commission
    on account of this Agreement.

18. AGENCY DISCLOSURE: At the signing of this Agreement the selling procuring
    agent represented Seller.  Each party signing this document confirms that 
    prior oral and/or written disclosure of agency was provided to him/her
    in this transaction.

19. The Foreign Investment in Real Property Tax Act (FIRPTA) IRC 1445, 
    requires that every purchaser of U.S. real property must, unless an
    exemption applies, deduct and withhold from Seller's proceeds ten percent 
    (10%) of the gross sales price. The primary exceptions which might be 
    applicable are: (a) Seller provides Purchaser with an affidavit under
    penalty of perjury, that Seller is not a "foreign person", as defined
    in FIRPTA, or (b) Seller provides Purchaser with a "qualifying statement",
    as defined in FIRPTA, issued by the Internal Revenue Service. Seller 
    and Purchaser agree to execute and deliver as appropriate, any 
    instrument, affidavit and statement, and to perform any acts reasonably
    necessary to carry out the provisions of FIRPTA and regulations 
    promulgated thereunder.

20. TIME IS OF THE ESSENCE OF THIS AGREEMENT.

21. Subject to First Addendum to Real Estate Purchase and Sale Agreement for
    additional terms and conditions which are hereby incorporated by
    reference.

                         FWK                          TDB
                -----------------------     ---------------------
                 Initials - Purchaser         Initials - Seller

<PAGE>

I have read the "CONSULT YOUR ADVISORS"     Purchaser: /s/Ford W. Kiene
paragraph on last page.                                -------------------
                                            By:    Ford W. Kiene
                                                --------------------------
     FWK                TDB
  -----------     --------------
   Initials           Initials
                                            By: 
                                                --------------------------
                                            By: 
                                                --------------------------

REGENCY GROUP, INC.                         Address: P.O. Box 853  Kent, WA
                                                                 98035-0853
                                                  -------------------------
By:
     --------------------------

NOTE TO PURCHASER:

Both Spouses should sign.

On this 22nd day of September, 1995, I/We hereby approve and accept the sale 
set forth in the above Agreement and agree to carry out all the terms thereof 
on the part of Seller, and the undersigned further agrees to pay a 
commission of five percent (5%) to Regency Group, Inc. in cash out of escrow
proceeds, for services rendered, through escrow at date of Closing. In the 
event the Deposit is forfeited, it shall be apportioned to Seller and Agent 
equally, provided the amount to Agent does not exceed the agreed commission. 
I/We further acknowledge receipt of a true copy of this Agreement 
with the complete legal description of the premises and signed by both 
parties.

NOTE TO SELLER:                             Date:   October 19, 1995
                                                   ------------------------

Both Spouses should sign.                   Seller:  Thomas D. Berkompas, CFO
                                                   ------------------------

I have read the "CONSULT YOUR ADVISORS"     By:      Thomas D. Berkompas
paragraph on last page.                            ------------------------

     FWK                 TDB
   ---------          ---------             By:
   Initials           Initials                   --------------------------
                                            By:
                                                 --------------------------

                                            Address:
                                                     ----------------------

A true and foregoing Agreement, signed by Seller containing the full and 
complete legal description of the above designated property, is hereby
received on ____________________, 19__.

                                            Purchaser:  /s/ Ford W. Kiene
                                                       ---------------------
CONSULT YOUR ADVISORS:

THIS IS A STANDARD FORM DOCUMENT THAT HAS BEEN PREPARED FOR APPROVAL BY YOUR 
ATTORNEY. NO REPRESENTATION OR RECOMMENDATION IS MADE BY REGENCY GROUP, INC. 
AS TO THE LEGAL SUFFICIENCY OR TAX CONSEQUENCES OF THIS DOCUMENT OR THE 
TRANSACTION TO WHICH IT RELATES. THESE ARE QUESTIONS FOR YOUR ATTORNEY.
IN ANY REAL ESTATE TRANSACTION, IT IS RECOMMENDED THAT YOU CONSULT WITH A 
PROFESSIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER 
PERSON, WITH EXPERIENCE IN EVALUATING THE CONDITION OF


                        FWK                          TDB
                 --------------------        -------------------
                 Initials - Purchaser         Initials - Seller

<PAGE>

THE PROPERTY, INCLUDING THE POSSIBLE PRESENCE OF ASBESTOS, HAZARDOUS 
MATERIALS AND UNDERGROUND STORAGE TANKS.


                        FWK                          TDB
                 --------------------         -----------------
                 Initials - Purchaser         Initials - Seller

<PAGE>

                   SALE AND/OR LEASE HAZARDOUS MATERIALS
                          WARNING AND DISCLAIMER

Property:   2702 West Valley Highway North  Auburn, WA
            ------------------------------------------------------------------

Various materials utilized in the construction of any Improvements to the 
Property may contain materials that have been or may in the future be 
determined to be toxic, hazardous or undesirable and may need to be 
specially treated, specially handled and/or removed from the Property. For 
example, some electrical transformers and other electrical components can 
contain PCBs, and asbestos has been used in a wide variety of building 
components such as fire-proofing, air duct insulation, acoustical tiles, 
spray-on acoustical materials, linoleum, floor tiles and plaster. Due to 
current or prior uses, the Property or Improvements may contain materials 
such as metals, minerals, chemicals, hydrocarbons, biological or radioactive 
materials and other substances which are considered, or in the future may be 
determined to be, toxic wastes, hazardous materials or undesirable 
substances. Such substances may be in above and below ground containers on 
the Property or may be present on or in soils, water, building components or 
other portions of the Property in areas that may or may not be accessible or 
noticeable.

Current and future federal, state and local laws and regulations may require 
the clean-up of such toxic, hazardous or undesirable materials at the expense 
of those persons who in the past, present or future have had any interest in 
the Property including, but not limited to, current, past and future owners 
and users of the Property. Sellers and Purchasers are advised to consult with 
independent legal counsel of their choice to determine their potential 
liability with respect to toxic, hazardous, or undesirable materials. Sellers 
and Purchasers should also consult with such legal counsel to determine what 
provisions regarding toxic, hazardous or undesirable materials they may wish to 
include in purchase and sale agreements, leases, options and other legal 
documentation related to transactions they contemplate entering into with 
respect to the Property.

The real estate salespersons and brokers in this transaction have no 
expertise with respect to toxic wastes, hazardous materials or undesirable 
substances. Proper inspections of the Property by qualified experts are an 
absolute necessity to determine whether or not there are any current or 
potential toxic wastes, hazardous materials or undesirable substances in or on 
the Property. The real estate salespersons and brokers in this transaction
have not made, nor will make, any representations, either express or implied, 
regarding the existence or nonexistence of toxic wastes, hazardous materials, 
or undesirable substances on the Property.  Problems involving toxic wastes, 
hazardous materials or undesirable substances can be extremely costly to 
correct. It is the responsibility of Sellers and Purchasers to retain 
qualified experts to deal with the detection and correction of such matters.

SELLER                                 PURCHASER

By:     Thomas D. Berkompas            By:     Ford W. Kiene
    ---------------------------            --------------------------

Title:  Chief Financial Officer        Title:  Owner
       ------------------------               -----------------------

Date:    10/19/95                       Date:   9/22/95
       ------------------------               -----------------------

                 FWK                          TDB
          --------------------         -----------------
          Initials - Purchaser         Initials - Seller

<PAGE>

                               FIRST ADDENDUM
                                     to
                   REAL ESTATE PURCHASE AND SALE AGREEMENT
                  Seller:  Western Power and Equipment, Inc.
                   Purchaser: Forde W. Kiene, or his assigns

     This FIRST ADDENDUM TO REAL ESTATE PURCHASE AND SALE AGREEMENT is
executed for the purpose of amending the Real Estate Purchase and Sale 
Agreement dated 9/22/95 between the above-named Seller and Purchaser. In the 
event of a conflict between the terms and conditions of the Agreement and 
this First Addendum, this First Addendum shall control.

     Pursuant to Paragraph 21 of the Real Estate Purchase and Sale Agreement, 
the following terms and conditions added to the Agreement:

     1.  SELLER'S REPRESENTATIONS AND WARRANTIES. As inducement to Purchaser
     to purchase the Property and intending that the representations and 
     warranties contained herein shall survive the Closing, whether or not
     contained in any closing instrument, Seller warrants and represents to
     Purchaser that as of the date of this Agreement and on the date of 
     Closing, to the best of Seller's knowledge and after reasonable inquiry
     by its management and employees:

          (a)  NO CLAIM OF LIENS.

               There are no claims against any portion of the Property or
     against Seller arising out of, or on account of, work done, labor
     performed, materials or supplies furnished, or services or utilities
     supplied to the Property.

          (b)  PHYSICAL CONDITION OF PROJECT.

               Except as disclosed in Paragraph 1(n) herein regarding
     hazardous substances, the Property (including without limitation, all
     structural features and operating systems) is in good condition and
     repair and does not require other than routine maintenance.

          (c)  VIOLATIONS OF LAWS.

               Except as disclosed in Paragraph 1(n) herein regarding
     hazardous substances, there are no violations of any laws, statutes,
     ordinances, rules or regulations with respect to the Property open, 
     noticed or existing.

FIRST ADDENDUM TO 
REAL ESTATE PURCHASE
AND SALE AGREEMENT -1

<PAGE>

          (d)  AGREEMENTS OF SALE; OPTIONS; LEASES; ENCUMBRANCES.

               The Property is not subject to any outstanding agreements of
     sale, or any options, liens, or other rights of third parties to 
     acquire any interest therein except as described in this Agreement.
     The Property is not subject to any ground lease or other lease, or
     other encumbrances (other than the Permitted Exceptions to Title) 
     and an existing deed of trust in favor of Case Corporation which 
     will be satisfied at closing.

          (e)  UNPAID ASSESSMENTS.

               There are no unpaid assessments for public improvements
     against the Property. The Property is not subject to assessments for any
     street paving or curbing heretofore laid. Sewer, water, gas and electric
     lines adequate to service the Property are located on, or adjacent to, the
     Property, and there are no unpaid assessments or charges for the 
     installation of such utilities or for making connection thereto that have
     not been fully paid. There are no special assessments or preliminary 
     assessments of any kind which will affect the Property.

          (f)  PUBLIC PLANS; MUNICIPAL IMPROVEMENTS.

               There are no public plans or proposals for changes in road grade,
     access or other municipal improvements which would affect the Property or
     result in any assessment. No ordinance authorizing improvements, the cost
     of which might be assessed against Purchaser or the Property, is pending.
     There is no tax certiorari proceeding pending for the reduction or 
     increase of the assessed real estate tax valuation to the Property or any
     portion thereof.

          (g)  CONDEMNATION PROCEEDINGS.

               No condemnation proceedings, eminent domain proceedings or
     similar actions or proceedings are now pending or threatened against the
     Property.

          (h)  BUILDING CODES: ZONING LAWS.

               The Property was planned, developed and built in conformity 
     with all applicable subdivision, development, building and zoning laws, 
     rules, codes or regulations, and none of such laws, rules, codes or 
     regulations are violated by the current condition, use or operation of 
     the Property and the current condition, use and operation do not 
     constitute a nonconforming use.

FIRST ADDENDUM TO 
REAL ESTATE PURCHASE
AND SALE AGREEMENT -2

<PAGE>

           (i)  ACCURACY OF INFORMATION.

                All information heretofore or hereafter submitted to Purchaser
     by Seller in connection with Purchaser's purchase of the Property is and 
     will be complete and correct to the best of Seller's knowledge and after
     reasonable inquiry of its management and employees. Seller is not aware 
     of any omission to supply Purchaser with any material information 
     concerning to the Property, its history, prospects, use or operations or 
     any information which should be disclosed to prevent the information 
     already supplied from being misleading.

          (j)  TITLE TO PROPERTY.

               Seller is the legal and equitable owner of good, marketable and
     indefeasible fee simple title to the Property and will convey such fee 
     simple title to Purchaser on the date of Closing free and clear of all
     options, rights, covenants, easements, liens, encumbrances, security 
     interests and rights in favor of or claimed by any third parties, other
     than those disclosed on the Commitment and accepted by Purchaser 
     pursuant to the terms of this Agreement.

          (k)  OPERATING PERMITS.

               Seller possesses all licenses, certificates, and permits that 
     are required to own, operate, use and maintain the Property in its
     current condition and for its current use. Except as disclosed in
     Paragraph 1(n) herein regarding hazardous substances, Seller has not
     received any notice, nor is Seller aware of, any violation of an 
     applicable building, land use, zoning or other ordinance, resolution,
     statute or regulation of any governmental agency, including, but not
     limited to, environmental control agencies with respect to the operation,
     use, maintenance, condition or operation of the Property or any portion
     thereof, or requiring any repairs of alterations to the Property or any
     portion thereof.

          (l)  OUTSTANDING LITIGATION.

               Seller is not now a party to any litigation: (i) with any 
     present or former owner or tenant of the Property, (ii) with any person
     having any interest in the Property, (iii) with any person or entity 
     claiming a lien against the Property; or (iv) with any person or entity
     affecting or questioning Seller's title to the Property or Seller's 
     ability to perform its obligations under this Agreement. Seller knows of
     no litigation, threatened litigation, administrative proceeding or 
     investigation affecting or questioning Seller's title to, or use of,

FIRST ADDENDUM TO 
REAL ESTATE PURCHASE
AND SALE AGREEMENT -3

<PAGE>

     or power to convey the Property or any portion thereof to Purchaser. 
     Seller will give Purchaser prompt notice of the institution of any 
     such action of which it becomes aware prior to the date of Closing.

          (m)  CONFLICT WITH EXISTING AGREEMENTS AND LAWS.

               Neither the execution of this Agreement nor the closing of the
     transaction contemplated hereby will: (i) constitute a default or result
     in a material breach of the terms, conditions or provisions of any 
     agreement or instrument to which Seller is a party; (ii) violate any
     restriction to which Seller or the Property is subject; (iii) constitute
     a violation of any applicable code, resolution, law, statute, regulation,
     ordinance, judgment, rule, decree or order to which Seller or the 
     Property is subject; or (iv) result in the creation of any lien, charge
     or encumbrance upon the Property or any portion thereof.

          (n)  FREE OF HAZARDOUS MATERIALS; SPECIAL HAZARDS.

               The Property is currently undergoing remediation for certain
     lead contamination which occurred prior to Seller's purchase of the
     property. Purchaser has been provided with certain reports regarding
     the condition of the Property and remediation work proposed on the
     Property, including those listed on Exhibit 1 attached hereto (the 
     "Reports"). Pursuant to a purchase and sale agreement between Seller and 
     Case Corporation ("Case") dated December 9, 1992 and an agreement
     dated July 15, 1993 between Seller and Case, Case is obligated to
     undertake cleanup of the contamination referenced in the Reports
     and bring the Property into compliance with all applicable laws. Seller
     makes no representations and warranties regarding the cleanup activities
     of Case or the information set forth in the Reports. Except as otherwise
     set forth in the Reports the Property (including surface and ground
     water) is free of all contamination from: (a) any "hazardous waste"
     as defined by the Resource Conservation and Recovery Act of 1976, as 
     amended from time to time, and regulations promulgated thereunder;
     (b) any "hazardous substance" as defined by the Comprehensive 
     Environmental Response, Compensation and Liability Act of 1980, as 
     amended from time to time, and regulations promulgated thereunder;
     (c) any substance, the presence of which on the Property is restricted
     or prohibited by any federal, state or local environmental protection
     law similar to those set forth in this paragraph. There are no 
     underground fuel storage tanks on the Property.

          (m)  Seller shall not take nor cause to be taken any action which
     would cause any of the representations or warranties made by Seller
     herein to become false or incomplete as of the date of Closing. Seller
     shall promptly notify Purchaser in writing of the ocurrence of any
     event or condition which occurs prior to the date of Closing which
     could cause a change in the facts related to the truth, accuracy or 
     completeness of any of the representations or warranties stated herein.

     2.  Seller shall indemnify against and hold Purchaser harmless from all
     claims, damages, liability, costs and expenses arising from any 
     environmental condition which existed on the Property prior to the date 
     of Closing and which may arise after the date of Closing as a result
     of Seller's occupation of the Property as a tenant. At Closing, Seller
     shall execute a Certificate and

FIRST ADDENDUM TO 
REAL ESTATE PURCHASE
AND SALE AGREEMENT -4

<PAGE>

     Indemnity Regarding Hazardous Substances in the form attached hereto as
     Exhibit "A" To Addendum which is incorporated herein by reference.

     Dated this 22nd day of September, 1995.

Seller:                                Purchaser:

Thomas D. Berkompas                    Forde W. Kiene
-----------------------------          ------------------------------

Chief Financial Officer
-----------------------------          ------------------------------

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

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

FIRST ADDENDUM TO 
REAL ESTATE PURCHASE
AND SALE AGREEMENT -5


<PAGE>

                                    EXHIBIT 1
                                       to
          FIRST ADDENDUM TO REAL ESTATE PURCHASE AND SALE AGREEMENT

                             ENVIRONMENTAL REPORTS
                                AUBURN FACILITY

PHASE ONE ENVIRONMENTAL ASSESSMENT, J.I. CASE AUBURN, WASHINGTON; completed 
by Conestoga-Rovers & Associates, Inc., for J.I. Case Company, dated June 8, 
1992.

UNDERGROUND STORAGE TANKS, HYDROGEOLOGIC ASSESSMENT, FORMER J.I. CASE 
DEALERSHIP, AUBURN, WASHINGTON; completed by Conestoga-Rovers & Associates, 
Inc., for J.I. Case Company, dated May, 1993.

UST CLOSURE REPORT, USED OIL TANK, FORMER J.I. CASE DEALERSHIP, AUBURN, 
WASHINGTON; completed by Conestoga-Rovers & Associates, Inc., for J.I. Case 
Company, dated May, 1993.

UST CLOSURE REPORT, GASOLINE AND DIESEL FUEL TANKS, FORMER J.I. CASE 
DEALERSHIP, AUBURN, WASHINGTON; completed by Conestoga-Rovers & Associates, 
Inc., for J.I. Case Company, dated June 8, 1992.

FINAL ENVIRONMENTAL INVESTIGATION AND REMEDIATION REPORT, FORMER J.I. CASE 
DEALERSHIP, AUBURN, WASHINGTON; completed by Conestoga-Rovers & Associates, 
Inc., for J.I. Case Company, dated August, 1994.

INDEPENDENT REMEDIAL ACTION REPORT FOR FORMER J.I. CASE DEALERSHIP, AUBURN, 
WASHINGTON; completed by EMCON Northwest, Inc., for Case Corporation, dated 
September 19, 1994.

REMEDIAL ACTION WORK PLAN, FORMER J.I. CASE DEALERSHIP, AUBURN, WASHINGTON; 
completed by EMCON Northwest, Inc., for Case Corporation, dated 
October 14, 1994.

AUBURN REMEDIATION SCHEDULE, FORMER CASE AUBURN, WASHINGTON DEALERSHIP, Case 
Corporation Internal Memorandum, dated 31 August 1995.

<PAGE>


                                   EXHIBIT A
                                      to
                    REAL ESTATE PURCHASE AND SALE AGREEMENT
                   Seller: Western Power and Equipment, Inc.
                   Purchaser: Forde W. Kiene, or his assigns

                            DESCRIPTION OF PROPERTY

     The "Property" to be sold by Seller and purchased by Purchaser shall 
include:

     1. The real property located at 2702 West Valley Highway North, Auburn, 
King County, Washington and legally described as:

     PARCEL A:

     LOT 4, CITY OF AUBURN SHORT PLAT NO. SP-31-79, AS RECORDED UNDER KING
     COUNTY RECORDING NO. 8302030070, BEING A CORRECTION OF SHORT PLAT
     SURVEY RECORDED UNDER KING COUNTY RECORDING NO. 7912260411; EXCEPT THAT
     PORTION AS CONVEYED TO THE CITY OF AUBURN UNDER KING COUNTY RECORDING
     NO. 8107150753.

     PARCEL B:

     LOT 3 AND THE SOUTH 143.08 FEET OF LOT 2, CITY OF AUBURN SHORT PLAT NO.
     32-79, AS RECORDED UNDER KING COUNTY RECORDING NO. 8005080385, BEING A
     CORRECTION OF SHORT PLAT SURVEYS RECORDED UNDER KING COUNTY RECORDING
     NOS. 8003130699 AND 7912260412; EXCEPT THAT PORTION CONVEYED TO THE CITY
     OF AUBURN UNDER KING COUNTY RECORDING NO. 8407230781.

     BOTH SITUATE IN THE COUNTY OF KING, STATE OF WASHINGTON.

together with all rights of way, privileges and appurtenances pertaining 
thereto, including any right, title and interest of Seller in and to any
street

EXHIBIT "A" TO 
REAL ESTATE PURCHASE
AND SALE AGREEMENT -1

<PAGE>

adjoining any portion of the real property.

     2. All structures, buildings, compressors, appliances, engines, 
electrical, plumbing, heating, ventilating, and air conditioning machinery, 
systems and personal property of every kind, character and description 
appurtenant thereto.

     3. All personal property of whatever kind and description located on, 
incorporated into or used in connection with the operation of the real 
property, except such personal property as is specifically identified and
described on the "Schedule of Excluded Personal Property" attached hereto as 
EXHIBIT ____.

     4. All service contracts and personal property leases related to the 
personal property acquired by Purchaser to the extent Purchaser shall elect 
to assume the same.





EXHIBIT "A" TO 
REAL ESTATE PURCHASE
AND SALE AGREEMENT -2

<PAGE>

          CERTIFICATE AND INDEMNITY REGARDING HAZARDOUS SUBSTANCES

     In connection with and as partial consideration for the purchase of the 
Property by Purchaser, Seller hereby certifies and agrees as follows:

     A. Seller unconditionally and absolutely agrees to defend, indemnify and 
hold harmless Purchaser and its directors, officers, employees, and agents 
from and against any and all damages, diminution in value, penalties, fines, 
losses, liabilities, causes of actions, suits, claims, demands, costs and 
expenses, including all out-of-pocket litigation costs and the reasonable 
fees and expenses of counsel and the costs and related expenses of any 
clean-up, of any nature, directly or indirectly arising out of or in 
connection with: (a) incompleteness of any representation or warranty of 
Seller; or (b) any activities on the Property prior to the date of Closing 
which directly or indirectly result in the Property or any adjacent property 
becoming contaminated with Hazardous Substances as a result of activities on, 
or the contamination of, the Property.

     B. As used herein, the term "Hazardous Substances" means: any substance 
or material defined or designated as hazardous or toxic waste, hazardous or 
toxic material, a hazardous, toxic or radioactive substance, or other similar 
term, by any federal, state or local environmental statute, regulation, or 
ordinance presently in effect or that may be promulgated in the future, as 
such statutes, regulations and ordinances may be amended from time to time, 
including, but not limited to, the statutes listed below:

     1.  Federal Resource Conservation and Recovery Act of 1976, 42 U.S.C. 
         Section 6901, et seq.

     2.  Federal Comprehensive Environmental Response, Compensation, and 
         Liability Act of 1980, 42 U.S.C. Section 9601, et seq.

     3.  Federal Clean Air Act, 42 U.S.C. Sections 7401-7626

     4.  Federal Water Pollution Control Act, Federal Clean Water Act of 1977, 
         33 U.S.C. Section 1251, et seq.

     5.  Federal Insecticide, Fungicide, and Rodenticide Act, Federal Pesticide
         Act of 1978, 7 U.S.C. Paragraph 136, et seq.

     6.  Federal Toxic Substances Control Act, 15 U.S.C. Section 2601, et seq.

     7.  Federal Safe Drinking Water Act, 42 U.S.C. Section 300(f), et seq.

     8.  Washington Water Pollution Control Act, RCW Chapter 90.48, et seq.

     9.  Washington Clean Air Act, RCW Chapter 70.94, et seq.

     10. Washington Solid Waste Management Act, RCW Chapter 70.95

     11. Washington Hazardous Waste Management Act, RCW Chapter 70.105, et 
         seq.

     12. Washington Nuclear Energy and Radiation Act, RCW Chapter 70.98, et 
         seq.

     13. Washington Radioactive Waste Storage and Transportation Act, RCW 
         Chapter 70.99, et seq.

CERTIFICATE AND INDEMNITY
REGARDING HAZARDOUS SUBSTANCES -1

<PAGE>

     C. These provisions shall be binding upon the Seller's heirs, 
representatives, successors and assigns and shall inure to the benefit of the 
Purchaser's heirs, representatives, successors and assigns. Purchaser shall 
not be required to proceed against any other entity or individual before 
proceeding against Seller. Seller's liability and warranties shall survive 
the date of Closing and Seller's occupancy of the premises.

     D. In any suit, action, or appeal therefrom, to enforce or interpret 
this Certificate, the prevailing party shall be entitled to recover its 
reasonable attorney fees and litigation costs incurred therein. Such costs 
shall be paid within thirty (30) days of receipt by the non-prevailing party 
of an invoice for such costs. If such an invoice is not paid within the 
thirty-day period, then interest shall accrue on the amount due at the rate 
of 6.0% over the prime rate of interest as established by Seattle-First 
National Bank in effect from time to time.

     E. The rights and remedies of the parties hereunder are not exclusive 
but shall be concurrent and cumulative with all other rights and remedies 
given by law. Any failure on the part of the Purchaser to promptly exercise 
any right, remedy or option herein given or reserved, shall not prevent the 
exercise thereof at any time thereafter.

     F. This Certificate may only be amended in writing signed by the 
Purchaser and the Seller.

     G. The invalidity of any one or more covenants, phrases, clauses, 
sentences or paragraphs of this Certificate shall not affect the remaining 
portions hereof and this Certificate shall be construed as if such invalid 
covenants, phrases, clauses, sentences or paragraphs, if any, have not been 
included herein.

     IN WITNESS WHEREOF, the Seller named below has executed this Certificate 
and Indemnity Regarding Hazardous Substances as of this 19th day of 
October, 1995.

WESTERN POWER AND EQUIPMENT, INC.

By: /s/ Thomas D. Berkompas
    -----------------------------
Its: Chief Financial Officer
    -----------------------------

CERTIFICATE AND INDEMNITY
REGARDING HAZARDOUS SUBSTANCES -2

<PAGE>
                         EXHIBIT  B

August 15, 1995

John Emanuels
Regency Group, Inc.
11711 S.E. 8th Street, Suite 310
Bellevue, WA 98005

RE:  Western Power and Equipment, Inc. Building
     2702 West Valley Highway North
     Auburn, Washington ("Property")

Dear John:

After investigating the Property, I have written a Letter of Intent ("LOI") 
to formalize my interest in pursuing a sale leaseback with you on the 
Property. This letter will summarize the basic terms of a Purchase and Sale 
Agreement (the "Purchase Agreement") and corresponding Lease Agreement 
("Lease") by and between Ford W. Kiene and/or assigns ("Purchaser or Lessor") 
and Western Power and Equipment, Inc. ("Seller or Lessee").

Purchaser and Seller shall, in good faith, attempt to negotiate a Purchase 
Agreement, which shall grant to purchaser, the exclusive right to purchase 
marketable title to the Property, free and clear of any deeds of trust, 
mortgages, liens or other encumbrances.

The following shall apply to the Purchase Agreement.

1.   PURCHASE PRICE.  $2,225,000 cash at closing including Earnest Money 
Deposit.

2.   EARNEST MONEY DEPOSIT.  Within five (5) business days following the date 
of mutual execution of the Purchase Agreement, Purchaser shall deposit in 
Escrow an Earnest Money Deposit in the form of a check in the amount of 
$50,000.00.

3.   Customary prorations will be applicable to Purchaser and Seller. Seller 
will pay excise tax.

4.   Purchaser and Purchaser's agents, employees and independent contractors 
shall have the right and the privilege to enter upon the Property at a time 
that has previously been arranged with Seller to inspect the Property and to 
conduct soils and other geological, engineering, environmental, wetlands, 
archaeological and related tests, studies and surveying in connection with 
determining the condition and suitability of the Property for Purchaser's 
intended use. All such tests shall be at Purchaser's expense. Purchaser 
covenants and agrees to indemnify and hold harmless Seller from any and all 
liability, costs, claims, demands, damages, actions, causes of action and 
suits arising out of the exercise by Purchaser of Purchaser's rights under 
this paragraph, with the exception of any of the foregoing arising from any 
pre-existing hazardous materials or conditions.

<PAGE>

5.   Promptly after mutual acceptance of the Purchase Agreement, Seller shall 
supply Purchaser with copies of all surveys, plans, drawings, loan documents, 
title policies and documents referred to therein, occupancy permits, 
conditional use permits, engineering and traffic reports, soil studies, 
environmental and wetlands studies, geological studies and all other studies, 
tests, and documents related to the Property in the possession of Seller and 
its agents and independent contractors. During the term of this Agreement, 
Seller shall keep Purchaser apprised of any changes in any of the foregoing 
and any additional information received by Seller relating to the Property.

6.   The Purchase Agreement shall also include, by way of illustration and 
not limitation:

     a.    Extended title and survey provisions which shall allow Purchaser 
           to review the same with an opportunity to object, if necessary.
           Purchaser shall pay the incremental cost between a `standard' policy
           and `extended' policy.

     b.    Customary Seller representations and warranties.

7.   Seller during the term of this LOI agrees not to advertise, list or 
offer the Property for sale or discuss the sale of the Property with any 
party other than Purchaser. In addition, during the term of this Agreement, 
Seller shall not take any action which encumbers or materially affects the 
Property.

8.   DUE DILIGENCE PERIOD.  Purchaser shall have forty-five (45) days from 
the date of mutual acceptance of the Purchase Agreement to review all items 
related to the Property and provide written notice of acceptance of those 
items to Seller. Failure to provide said notice will make the Purchase 
Agreement null and void and the Earnest Money Deposit will be immediately 
returned to the Seller.

9.   CLOSING.  I understand the closing date needs to be flexible at this 
time with a target date of December 1, 1995. The closing date would need to 
be specific within the purchase and sale agreement.

10.  COMMISSION.  Seller agrees to pay a commission of five percent (5%) of 
the Purchase Price to Regency Group, Inc. in cash through escrow upon closing.

11.  AGENCY DISCLOSURE.  At the signing of this agreement Regency Group, Inc. 
represents the Seller. Each party signing this document confirms that prior 
oral and/or written disclosure of agency was provided to him/her in this 
transaction.

12.  HAZARDOUS MATERIALS AND/OR WASTE.  Purchaser requires indemnification 
regarding Hazardous Materials and/or Waste to the full extent of the law 
within the purchase and sale agreement and its related lease.

                                      2

<PAGE>

Along with the Purchase Agreement the Purchaser and Seller shall, in good 
faith, attempt to execute the lease.

The following shall apply to the Lease:

A.   Premises.       The Entire Property.

B.   Term.           Twenty (20) years/two hundred forty (240) months.

     Commencement Date.  The 1st day immediately following date of closing 
the sale. If closing does occur on the first day of the month, the first 
months rental will be prorated accordingly.

C.   Net Rent

     Months 1-60     $17,000
     Months 61-120   $19,000

     Months 121-180  at market* to be determined 18 months prior to lease 
expiration.**
     Months 181-240  at market* to be determined 18 months prior to lease 
expiration.

D.   Lease Type.  The lease shall be written as a net lease by which the Lessee
pays for, by way of illustration and not limitation, the following:

     1.     Real Estate taxes, assessments and LID's.

     2.     Insurance.

     3.     All maintenance and repairs, excluding roof, walls, foundation.

E.   HAZARDOUS MATERIALS AND/OR WASTE.  Purchaser requires indemnification 
regarding Hazardous Materials and/or Waste to the full extent of the law 
within the purchase and sale agreement and its related lease.

It is understood that this LOI shall not be deemed to be a binding contract 
and is subject to the execution of the Purchase Agreement and Lease, in form 
and substance mutually acceptable to Purchase/Lessor and Seller/Lessee.  If 
the Purchase Agreement and its related lease has not been executed within 
forty five (45) days from the date of Seller's acceptance hereof, unless such 
date is extended in writing by Purchaser/Lessor and Seller/Lessee, this 
Agreement shall automatically terminate and be of no further force or effect.

                                      3

<PAGE>

If the foregoing meets with your approval, please execute the enclosed 
duplicate copy of this Agreement and return the same to Purchaser/Lessor. If 
such copy is not received within fourteen (14) days from the date hereof, 
fully executed by Seller/Lessee, it shall be of no further force or effect.

Very truly yours,

/s/ Ford W. Kiene
Ford W. Kiene
P.O. Box 1357
Kent, WA 98035-1357


Accepted and agreed to this 5th day of September, 1995.

By:  /s/ Tom Berkompas

Its duly authorized: Vice President of Finance & CFO
                     -----------------------------

*   Market lease rate shall be determined by lessee and lessor each hiring a 
    local real estate broker/agent who will jointly hire a third broker/agent to
    submit an opinion of lease rates for the following five year term. The three
    lease rate opinions will be averaged to arrive at the lease rate for the
    following five year term. The cost incurred to obtain the third opinion will
    be split by the purchaser and seller.

**  Resulting market value shall not be less than $21,000 per month, net nor 
    greater than $24,000 per month, net.

                                      4