PURCHASE AND SALE AGREEMENT


                  THIS PURCHASE AND SALE AGREEMENT, dated for reference purposes
the 15th day of June, 1999, is by and between PHOENIX GOLD  INTERNATIONAL, INC.,
an Oregon corporation, whose address is 9300 N. Decatur Street, Portland, Oregon
97203 ("Phoenix Gold"),  and 6710 L.L.C.,  an Oregon limited liability  company,
whose address is P.O. Box 82448, Portland, Oregon 97282 ("6710").

                                    RECITALS

          A. Phoenix Gold leases certain real property at 9300 N. Decatur Street
in Portland,  Multnomah  County,  Oregon (the "Leased  Premises") from B.B. & S.
Development Co., an Oregon general partnership ("BB&S") pursuant to that certain
Standard  Industrial/Commercial  Single-Tenant Lease-Net dated February 2, 1994,
as amended  and  modified  by an  Addendum  dated  February  2,  1994,  a Letter
Agreement  dated January 12, 1996, and a Termination  Agreement dated August 31,
1998 (collectively, the "BB&S Lease").

          B.  Pursuant to that  certain  Indenture  of Lease dated  November 15,
1983, as previously modified by that certain letter agreement dated November 28,
1983,  that certain  letter  agreement  dated  February  13, 1989,  that certain
Addendum  on Lease  for  Warehouse  Space  dated  July 23,  1991,  that  certain
Amendment to Lease dated January 27, 1992,  and that certain  undated  Extension
and  Amendment  to Lease  (collectively  the  "Bushwacker  Lease"),  BB&S leased
certain real property  adjoining  the Leased  Premises to  Bushwacker,  Inc., an
Oregon corporation formerly known as L.T.D.  Enterprises,  Inc.  ("Bushwacker").
For the purposes of this  Agreement,  the Leased  Premises and the real property
leased to Bushwacker are together  called the  "Property".  The Property is more
particularly  described  on  Exhibit A  attached  hereto  and by this  reference
incorporated herein.

          C. The Property is the subject of Chicago Title  Insurance  Company of
Oregon's (the "Title Company")  Preliminary  Title Report,  Fourth  Supplemental
dated as of June 8, 1999 and issued under Order No. 196950 (the "Title Report"),
a copy of which has previously been provided to 6710.

          D. Phoenix Gold has  exercised  its purchase  option  contained in the
BB&S Lease, pursuant to which Phoenix Gold will purchase the Property from BB&S.
As a condition  precedent to conveying the Property to Phoenix  Gold,  BB&S must
complete certain survey work and obtain a Property Line Adjustment from the City
of Portland.  In addition,  Phoenix Gold and BB&S are currently  negotiating  an
access and sewer easement that will affect the Property (the "Easement").

          E. 6710 desires to acquire the Property from Phoenix Gold  immediately
after Phoenix Gold  acquires the Property from BB&S,  then lease the Property to
Phoenix Gold, subject to the Bushwacker Lease.  Phoenix Gold desires to sell the
Property to 6710  immediately  after  Phoenix Gold  acquires it from BB&S,  then
lease the  Property  from  6710,  subject  to the  Bushwacker  Lease.  After the
transactions  described  in this  Recital  E,  Bushwacker  shall be a tenant  of


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Phoenix Gold and a subtenant of 6710. The Lease between 6710 and Phoenix Gold is
hereinafter called the "6710 Lease".

          NOW THEREFORE,  for valuable  consideration,  including the covenants,
terms and  conditions  set forth  below,  Phoenix  Gold and 6710 have  agreed as
follows:

          1. SALE AND  PURCHASE.  Phoenix Gold agrees to sell to 6710,  and 6710
agrees to buy from Phoenix Gold, the Property.

          2. PRICE; EARNEST MONEY;  PAYMENT. The purchase price for the Property
shall be the sum of  $5,094,500,  which shall be paid in cash at  closing.  Upon
mutual execution of this Agreement,  6710 shall deposit $10,000 as earnest money
(the  "Earnest  Money")  with the Title  Company,  which shall be applied to the
purchase  price at closing.  The balance of the purchase  price shall be paid in
cash at closing.

          3.  PRELIMINARY  TITLE REPORT.  Special  Exception  Nos. 8 through 21,
inclusive,   and  22a  of  the  Title  Report  shall  be  considered  "Permitted
Exceptions" for the purposes of this Agreement.

          4. CLOSING.

               4.1 TIME AND PLACE OF  CLOSING.  The  closing of the  transaction
provided for in this Agreement shall take place in escrow at the Title Company's
office at 930 Pioneer Tower, 888 SW Fifth Avenue,  Portland,  Oregon 97204 on or
before  July 1, 1999,  immediately  following  the  closing  of  Phoenix  Gold's
purchase of the Property from BB&S.

               4.2 DOCUMENTS.  The Property shall be conveyed to 6710 at closing
by  statutory  warranty  deed  (the  "Deed"),  free  and  clear  of  all  liens,
encumbrances, restrictions and reservations other than the Permitted Exceptions,
the Bushwacker Lease, and the Easement. At closing,  Phoenix Gold and 6710 shall
enter into the 6710 Lease.

               4.3  CONDITIONS  OF CLOSING.  In addition  to the  conditions  to
closing described in Sections 3 and 4 above, the obligations of Phoenix Gold and
6710 hereunder shall be subject to the fulfillment of the following  conditions,
each of which shall be continuous  conditions  unless waived by Phoenix Gold and
6710:

                    (a) The  closing  of the sale of the  Property  from BB&S to
Phoenix Gold shall have occurred.

                    (b)  There  shall  be no  material  change  in the  physical
condition of the Property between the date of 6710's execution of this Agreement
and the  closing  date,  and no other  material  adverse  changes  related to or
connected  with the  Property  directly or  indirectly.  6710,  its agents,  and
designees shall have reasonable  access to the Property prior to closing for the
sole purpose of confirming  that it is in  substantially  the same  condition at
closing as it was when  inspected.  6710's  right to access  does not negate the
warranties and covenants  contained in this Agreement.  6710 shall indemnify and
hold Phoenix Gold harmless from any loss, damage, or claim arising out of 6710's
access to the Property.

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                    (c) 6710 shall have  reviewed and approved the final form of
the document creating the Easement.

                    (d) As of the close of escrow,  the Title Company shall have
issued or  committed  to issue to 6710 the title  policy  described in Section 5
below.

          The waiver by 6710 of any condition  shall not relieve Phoenix Gold of
any  liability  or  obligation  with  respect to any  representation,  warranty,
covenant,  or agreement of Phoenix Gold. Neither Phoenix Gold nor 6710 shall act
or fail to act for the purpose of  permitting  or causing any condition to fail.
Upon failure of any of the preceding conditions to occur, which is not waived by
the  parties,  other  than any  condition  which  fails by reason of an  uncured
default by Phoenix Gold or 6710,  this Agreement  shall  terminate,  the Earnest
Money  shall be  returned to 6710,  and all  documents  shall be returned to the
party that provided them.

               4.4 KEYS AND PLANS.  At closing,  Phoenix  Gold shall  deliver to
6710 keys to all  entrance  doors and  copies  of all  records  and plans to the
building and its systems,  to the extent  Phoenix  Gold  receives  them and they
haven't already been provided to 6710.

          5. TITLE INSURANCE POLICY. Within ten days after the closing,  Phoenix
Gold shall furnish to 6710, at Phoenix Gold's expense, an ALTA standard coverage
owner's policy of title insurance issued by the Title Company in the full amount
of the  purchase  price.  The title  policy  shall  contain  only the  Permitted
Exceptions, the 6710 Lease, the Bushwacker Lease, the Easement, and any liens or
encumbrances created or suffered by 6710.

          6.  EXPENSES.  6710 and  Phoenix  Gold shall each pay  one-half of the
escrow  fee.  Phoenix  Gold  shall  pay the  cost of  recording  the  Deed and a
memorandum of the 6710 Lease,  and any  transfer,  excise or  documentary  stamp
taxes,  and 6710  shall pay the cost of  recording  any  financing  instruments.
Phoenix Gold shall pay the cost of the title insurance policy.  Each party shall
bear its own attorney fees, if any.

          7.  POSSESSION.  6710 shall be entitled to  possession of the Property
immediately upon closing,  subject to Phoenix Gold's rights under the 6710 Lease
and Bushwacker's rights under the Bushwacker Lease.

          8.  DEFAULT;  REMEDIES.  TIME IS OF THE ESSENCE OF THIS  AGREEMENT AND
EACH PROVISION  HEREOF.  If Phoenix Gold has performed each and every one of its
obligations  under this Agreement and the transaction  provided for herein fails
to close,  through  no fault of Phoenix  Gold,  on or before  the  closing  date
specified in Section 4.1 above,  6710 shall forfeit the Earnest Money to Phoenix
Gold as liquidated  damages as Phoenix  Gold's sole remedy,  and this  Agreement
shall  thereupon be null and void. If Phoenix Gold cannot furnish at closing the
Deed and a commitment for the title insurance  policy  described in Sections 4.2
and 5 or otherwise  fails to complete this  transaction on or before the closing
date  specified  in Section 4.1 above,  the  Earnest  Money shall be returned to
6710,  but 6710's  acceptance of the Earnest Money shall not constitute a waiver
of other  remedies  available  to 6710,  including  the  right to seek  specific
performance.


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          9. PHOENIX GOLD'S  REPRESENTATIONS AND WARRANTIES.  In addition to any
other  express  agreements  of Phoenix  Gold  contained in this  Agreement,  the
following constitute representations and warranties of Phoenix Gold to 6710:

                           (a)  Representations Regarding Phoenix Gold's
                  Authority.

                           (i)  Phoenix  Gold has the legal  power,  right,  and
                  authority  to enter into this  Agreement  and the  instruments
                  referred  to  in  this   Agreement  and  to   consummate   the
                  transactions contemplated in this Agreement.

                           (ii)  All   requisite   action   (corporate,   trust,
                  partnership,  or otherwise)  has been taken by Phoenix Gold in
                  connection with entering into this Agreement,  the instruments
                  referred to in this  Agreement,  and the  consummation  of the
                  transactions   contemplated  in  this  Agreement.  No  further
                  consent  of  any  partner,  shareholder,  creditor,  investor,
                  judicial or administrative body,  governmental  authority,  or
                  other party is required.

                           (iii) The persons  executing  this  Agreement and the
                  instruments referred to in this Agreement on behalf of Phoenix
                  Gold and the partners,  officers, or trustees of Phoenix Gold,
                  if any, have the legal power,  right,  and actual authority to
                  bind  Phoenix  Gold  to  the  terms  and  conditions  of  this
                  Agreement.

                           (iv) This Agreement and all documents  required to be
                  executed  by  Phoenix  Gold are and  shall be  valid,  legally
                  binding obligations of and enforceable against Phoenix Gold in
                  accordance with their terms.

                           (v)  Neither  the  execution  and  delivery  of  this
                  Agreement and documents referred to in this Agreement, nor the
                  incurring of the obligations set forth in this Agreement,  nor
                  the   consummation  of  the  transactions  in  this  Agreement
                  contemplated,  nor compliance with the terms of this Agreement
                  and the documents  referred to in this Agreement conflict with
                  or  will  result  in  the   material   breach  of  any  terms,
                  conditions,  or  provisions  of, or constitute a default under
                  any bond,  note,  or other  evidence of  indebtedness,  or any
                  contract,   indenture,   mortgage,   deed  of   trust,   loan,
                  partnership   agreement,   lease,   or  other   agreements  or
                  instruments  to which  Phoenix Gold is a party or which affect
                  the Property.

                           (b)      Warranties and Representations Pertaining to
                  Real Estate and Legal Matters.  To Phoenix Gold's actual
                  knowledge:

                           (i)      The information contained in the recitals is
                  true and correct.

                           (ii) Except as disclosed to 6710 in writing,  Phoenix
                  Gold has no notice of any  litigation,  claim, or arbitration,
                  pending or  threatened,  with  regard to the  Property  or its
                  operation.

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                           (iii) Phoenix Gold has no notice of any  attachments,
                  execution   proceedings,   assignments   for  the  benefit  of
                  creditors, insolvency,  bankruptcy,  reorganization,  or other
                  proceedings  pending or threatened  against  Phoenix Gold, nor
                  are any such proceedings contemplated by Phoenix Gold.

                           (iv)   Phoenix   Gold   has  no   notice   that   the
                  construction,  occupancy, and operation of the Leased Premises
                  do not  materially  conform to and comply with all  applicable
                  city, county,  state, and federal law,  statutes,  ordinances,
                  and regulations.

                           (v) There are no material  structural  defects in the
                  building,  nor are there any major repairs required to operate
                  the building in a lawful,  safe, and efficient manner,  except
                  for the  roof  repairs  that  6710  has  agreed  to  undertake
                  pursuant to the 6710 Lease.

                           (vi)  Upon  closing  of its  option to  purchase  the
                  Property,  Phoenix Gold will be the legal and  beneficial  fee
                  simple  titleholder  of the Property and have fee simple title
                  to the  Property,  free and clear of all liens,  encumbrances,
                  claims, covenants, conditions, restrictions, easements, rights
                  of way,  options,  judgments,  or  other  matters,  except  as
                  disclosed by the Title Report and in Section 5.

                           (vii)  The  electrical,  plumbing,  heating,  and air
                  conditioning  systems and any other utility systems will be in
                  substantially  the same or better condition at closing as when
                  6710 conducted its inspection.

                           (viii)  Phoenix  Gold has not entered  into any other
                  contracts for the sale of the Property, nor do there exist any
                  rights of first  refusal or options to purchase the  Property,
                  except as set forth in the 6710 Lease.

                           (ix)  Phoenix  Gold has not received any notices from
                  any insurance  company of any defects or  inadequacies  in the
                  Property.

                           (x) Any licenses and permits obtained by Phoenix Gold
                  regarding the operation of its business or the Leased Premises
                  have been  fully  paid for and are not  subject  to any liens,
                  encumbrances, or claims of any kind.

                           (xi)   Phoenix   Gold  has  not  sold,   transferred,
                  conveyed, or entered into any agreement regarding "air rights"
                  or other  development  rights or restrictions  relating to the
                  Property.

                           (xii)  Phoenix  Gold has not received any notice that
                  the Property is not materially in compliance  with  applicable
                  state and federal  environmental  standards  and  requirements
                  affecting it.

                           (xiii)  Phoenix  Gold has not received any notices of
                  violation or advisory action by regulatory  agencies regarding
                  environmental   control  matters  or  permit  compliance  with
                  respect to the Property.

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                           (xiv)  Phoenix  Gold  has not  transferred  hazardous
                  waste from the Leased Premises to another location that is not
                  in compliance with applicable environmental laws, regulations,
                  or permit requirements. To Phoenix Gold's actual knowledge, no
                  other person has transferred hazardous waste from the Property
                  to another  location that is not in compliance with applicable
                  environmental laws, regulations, or permit requirements.

                           (xv) Phoenix  Gold has no notice of any  proceedings,
                  governmental  administrative  actions, or judicial proceedings
                  pending  or  contemplated   against  Phoenix  Gold  under  any
                  federal,  state,  or local laws  regulating  the  discharge of
                  hazardous   or  toxic   materials  or   substances   into  the
                  environment.

                           (xvi)  Phoenix Gold has not,  during its ownership of
                  the Property,  stored,  produced, or disposed of any hazardous
                  substance, including asbestos, on  the  Property, except  in
                  compliance with applicable laws.

                           (c)    Representations, Warranties, and Covenants
Regarding Operation of the Property Through the Close of Escrow.

                           (i) Phoenix Gold further represents and warrants that
                  until  this  transaction  is closed  or escrow is  terminated,
                  whichever comes earlier, it shall:

                           A.   Operate and maintain the Leased Premises in a
                                manner consistent with Phoenix Gold's past
                                practices;

                           B.   Comply with the insurance provisions in the BB&S
                                Lease;

                           C.   Make all regular payments of interest and
                                principal on any existing financing by Phoenix
                                Gold;

                           D.   Comply with all government regulations;

                           E.   Keep 6710  timely  advised  of any repair or
                                improvement  required  to  keep  the  Leased
                                Premises in substantially the same condition
                                as when  inspected  by 6710 and  that  costs
                                more than $50,000.

                          (d)    General    Representation.    Phoenix    Gold's
representations  and  warranties  contained  in  this  Agreement  are  true  and
accurate, and are not misleading.  Phoenix Gold's representations and warranties
contained  in this  Agreement  shall be true and correct as of the closing  date
with the same  force  and  effect as if remade  by  Phoenix  Gold in a  separate
certificate  at  that  time.  Phoenix  Gold's   representations  and  warranties
contained in this Agreement  shall survive the close of escrow for ten years and
shall not merge into the deed and the  recordation  of the deed in the  official
records.

                          (e)  Actual   Knowledge.   For  the  purpose  of  this
Agreement,  "actual  knowledge" means  information  actually known by Timothy C.
Johnson, Executive Vice President and Chief Operations Officer and Keith A.

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Peterson,  President and Chief  Executive  Officer of Phoenix Gold,  without any
additional investigation or inquiry.

               10. 6710's  REPRESENTATIONS  AND  WARRANTIES.  In addition to any
other express  agreements  of 6710  contained in this  Agreement,  the following
constitute representations and warranties of 6710 to Phoenix Gold:

                           (a) Representations Regarding 6710's Authority.

                           (i) 6710 has the legal power, right, and authority to
                  enter into this Agreement and the  instruments  referred to in
                  this Agreement and to consummate the transactions contemplated
                  in this Agreement.

                           (ii)  All   requisite   action   (corporate,   trust,
                  partnership, limited liability company, or otherwise) has been
                  taken by 6710 in connection with entering into this Agreement,
                  the  instruments  referred  to  in  this  Agreement,  and  the
                  consummation   of  the   transactions   contemplated  in  this
                  Agreement.  No further  consent of any  partner,  shareholder,
                  member, creditor,  investor,  judicial or administrative body,
                  governmental authority, or other party is required.

                           (iii) The persons  executing  this  Agreement and the
                  instruments  referred to in this  Agreement  on behalf of 6710
                  and the partners,  officers,  members, or trustees of 6710, if
                  any, have the legal power, right, and actual authority to bind
                  6710 to the terms and conditions of this Agreement.

                           (iv) This Agreement and all documents  required to be
                  executed  by 6710 are and  shall  be  valid,  legally  binding
                  obligations of and enforceable against 6710 in accordance with
                  their terms.

                           (v)  Neither  the  execution  and  delivery  of  this
                  Agreement and documents referred to in this Agreement, nor the
                  incurring of the obligations set forth in this Agreement,  nor
                  the   consummation  of  the  transactions  in  this  Agreement
                  contemplated,  nor compliance with the terms of this Agreement
                  and the documents  referred to in this Agreement conflict with
                  or  will  result  in  the   material   breach  of  any  terms,
                  conditions,  or  provisions  of, or constitute a default under
                  any bond,  note,  or other  evidence of  indebtedness,  or any
                  contract,   indenture,   mortgage,   deed  of   trust,   loan,
                  partnership   agreement,   lease,   or  other   agreements  or
                  instruments  to  which  6710 is a party or  which  affect  the
                  Property.

                           (b) General  Representation.  6710's  representations
and warranties  contained in this  Agreement are true and accurate,  and are not
misleading.  6710's  representations and warranties  contained in this Agreement
shall be true and correct as of the closing  date with the same force and effect
as  if  remade  by  6710  in  a  separate   certificate  at  that  time.  6710's
representations  and warranties  contained in this  Agreement  shall survive the
close  of  escrow  for ten  years  and  shall  not  merge  into the deed and the
recordation of the deed in the official records.

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                  11.  DAMAGE  OR  DESTRUCTION;  CONDEMNATION.  Until  close  of
escrow,  the risk of loss shall be retained by Phoenix Gold.  Phoenix Gold shall
comply with the insurance provisions of the BB&S Lease.

                  In the event all or any  material  portion of the  Property is
damaged,  destroyed,  or condemned or threatened  with  condemnation  before the
close of escrow,  6710 may terminate this Agreement.  In such event, escrow will
be terminated,  the Earnest Money and accrued  interest thereon will be promptly
returned  to 6710,  and this  Agreement  shall have no  further  force or effect
whatsoever.  If a nonmaterial portion of the Property is destroyed or condemned,
this  Agreement  shall  remain in full  force  and  effect,  including,  without
limitation, 6710's obligation to close this transaction as provided for here and
to pay the full purchase  price to Phoenix  Gold.  In such event,  6710 shall be
assigned all insurance  proceeds or condemnation  proceeds payable to or for the
account of Phoenix Gold.

                  12. BINDING  EFFECT.  This Agreement shall be binding upon and
shall inure to the benefit of Phoenix  Gold,  6710 and their  respective  heirs,
personal representatives, successors and assigns.

                  13.  ATTORNEY  FEES.  In the event of any action to enforce or
interpret  this  Agreement,  or for any  remedy on account of any breach of this
Agreement, the prevailing party in such action shall be entitled to recover from
the  other  party its  costs,  disbursements  and  reasonable  attorney  fees as
determined by the court in such action and in any appeal therefrom.

                  14. NOTICE.  All notices and communications in connection with
this  Agreement  shall be given in writing and shall be transmitted by certified
or registered mail,  return receipt  requested,  to the appropriate party at its
address  set forth at the outset of this  Agreement.  Any notice so  transmitted
shall be deemed  effective  on the date it is placed in the United  States mail,
postage  prepaid.  Either  party may, by written  notice,  designate a different
address for purposes of this Agreement.

                  15.  FURTHER  ACTS.  The parties  agree to execute and deliver
such  additional  documents,  and  perform  such  additional  acts,  as  may  be
reasonably required to carry out the transaction provided for in this Agreement.

                  16. BROKER. Phoenix Gold and 6710 represent to each other that
no broker or finder has been engaged by Phoenix Gold or 6710 in connection  with
any of the  transactions  contemplated by this  Agreement,  or to Phoenix Gold's
knowledge is in any way connected with any of such transactions.

                  17. ENTIRE  AGREEMENT.  This written  Agreement sets forth the
entire understanding of the parties with respect to the purchase and sale of the
Property. This Agreement supersedes any and all prior negotiations, discussions,
agreements and understandings between the parties,  including but not limited to
the Letter of Intent.  This Agreement may not be modified or amended except by a
written agreement executed by both parties.

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                  18.  ACCEPTANCE.  This offer shall  automatically expire at
5 p.m. on July 15, 1999 if not mutually accepted, executed, and delivered prior
to such time.

                  19.  STATUTORY  DISCLAIMER.  THE  PROPERTY  DESCRIBED  IN THIS
INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT  PROTECTING  STRUCTURES.
THE  PROPERTY  IS SUBJECT TO LAND USE LAWS AND  REGULATIONS,  WHICH,  IN FARM OR
FOREST ZONES, MAY NOT AUTHORIZE  CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH
LIMIT LAWSUITS  AGAINST FARMING OR FOREST  PRACTICES AS DEFINED IN ORS 30.930 IN
ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE
TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE  CITY OR COUNTY PLANNING
DEPARTMENT  TO  VERIFY  APPROVED  USES  AND  EXISTENCE  OF FIRE  PROTECTION  FOR
STRUCTURES.

                  20.  OREGON LAW.  The laws of the state of Oregon shall govern
the interpretation and enforcement of this Agreement.

                  21.  RECITALS.  The statements set forth in Recitals A through
E at the beginning of this Agreement are agreed to be true and correct by
Phoenix Gold and 6710.

         IN WITNESS  WHEREOF,  Phoenix  Gold and 6710 have made and entered into
this Purchase and Sale Agreement as of the date first above written.

         SELLER:                    PHOENIX GOLD INTERNATIONAL, INC.

                                    By: /s/ Timothy C. Johnson
                                    -------------------------------
                                    Its: Executive Vice President


         PURCHASER:                 6710 L.L.C.

                                    By: /s/ Howard N. Dietrich
                                    -------------------------------
                                    Its: Manager



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<PAGE>

Order No:  196950

                                    EXHIBIT A

                                LEGAL DESCRIPTION

PARCEL I:

Lots 1, 2, 3, 16, 17, 18 and the  Southeasterly  15 feet of Lots 4 and 15, Block
3; Lots 6, 7, 8, 9, 10 and 11, Block 4; Lots 6, 7, 8, 9, 10 and 11, Block 5; and
Lots 1, 2, 3 and the  Southeasterly  15 feet of Lot 4,  Block 6,  all in  BYAR'S
ADDITION TO ST. JOHNS, in the City of Portland, County of Multnomah and State of
Oregon.

TOGETHER WITH those portions of North Crawford  Street and North Trumbull Avenue
which accrued to said property by reason of vacation proceedings.

PARCEL II:

A tract of land located in the  Northwest  1/4 of Section 12,  Township 1 North,
Range 1 West of the  Willamette  Meridian,  in the City of  Portland,  County of
Multnomah and State of Oregon, more particularly described as follows:

All of Lots 1 through 5, and Lots 12 through 16, Block 4, BYAR'S ADDITION TO ST.
JOHNS.

EXCEPTING  THEREFROM the  Southwesterly  31 feet of Lots 12 through 16, Block 4,
BYAR'S ADDITION, more particularly described as follows:

Beginning  at the  Northwesterly  corner of Lot 12,  Block 4;  thence  along the
Northwesterly line of said Lot 12, North  57(degree)23'19" East, 31.00 feet to a
5/8"  iron  rod  with  yellow  plastic  cap  marked  "ACS&P  668-3151";   thence
Southeasterly and parallel to Northeasterly  line of vacated N. Crawford Street,
South  32(degree)36'41"  East 250.00 feet to a 5/8" iron rod with yellow plastic
cap marked "ACS&P 668-3151" on the Northwesterly  right-of-way line of North St.
Louis  Avenue and being on the  Southeasterly  line of Lot 16,  Block 4,  BYAR'S
ADDITION; thence Southwesterly along said Northwesterly  right-of-way line South
57(degree)23'19"  West 31.00 feet to the Southwesterly corner of said Lot 16 and
being on the Northerly  right-of-way line of vacated N. Crawford Street;  thence
Northwesterly along said Northerly right-of-way line North 32(degree)36'41" West
250.00 feet to the point of beginning.